Legal Services SO

LEGAL SERVICES STATEMENT OF ORDER

This Legal Services Statement of Order (the "Order") is entered into as of Effective Date: by and between Client Name: with address: (the "Client"), and Firm Name: with address: (the "Firm").

RECITALS

WHEREAS, the Client desires to retain the Firm to provide legal services as described in this Order, and the Firm has the capacity and agrees to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend that this Order specify the scope, schedule, and compensation for the Firm's legal services and set forth the respective rights and obligations of the parties;

WHEREAS, the parties acknowledge that this Order supplements and incorporates the engagement terms agreed between the parties and that, in the event of any conflict, this Order shall control as to the specific matters addressed herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

The Firm shall provide legal services as described in the Scope of Services below. The Firm shall exercise reasonable professional skill and care in the performance of services and shall comply with applicable rules of professional conduct.

2. FEES AND BILLING

The Client shall pay the Firm in accordance with the fee structure selected below. All fees are payable in U.S. currency unless otherwise agreed in writing. The Firm will render invoices in accordance with the Billing Frequency selected and such invoices shall be due and payable within the specified payment period.

Hourly rates: $ per hour for attorneys and $ per hour for paralegals.

Flat fee: $ for .

Invoices will be issued: and payable within days of receipt. A retainer in the amount of $ is required prior to commencement of services and will be applied to final invoices.

3. EXPENSES

Client shall reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the services, including filing fees, court costs, travel, delivery, photocopying, and third-party vendor charges. Such expenses will be itemized on invoices. The Firm shall seek Client approval prior to incurring any single expense in excess of $ .

4. TERM AND TERMINATION

This Order commences on the Effective Date set forth above and continues until completion of the services or termination in accordance with this Section. Either party may terminate this Order for convenience upon days' prior written notice. If terminated by the Client for convenience, Client shall pay for all services performed and expenses incurred through the effective date of termination.

The Firm may terminate immediately for cause if Client fails to pay undisputed invoices within days following written notice of nonpayment or if continued representation would violate applicable rules of professional conduct.

5. CONFIDENTIALITY

The Firm shall maintain the confidentiality of all Client information and communications received in the course of representation, subject to applicable law, court order, or the Firm's duty of disclosure. Confidential information does not include information that is or becomes publicly known through no breach of this Order or that is rightfully received from a third party without an obligation of confidentiality.

6. CONFLICTS OF INTEREST

The Firm represents that, to the best of its knowledge after reasonable inquiry, there are no conflicts of interest that would preclude the Firm from undertaking the representation, except as disclosed here:

7. CLIENT RESPONSIBILITIES

The Client shall provide timely instructions, information, documents, and access to personnel as reasonably required by the Firm. The Client is responsible for the accuracy and completeness of information provided to the Firm. Failure to cooperate may result in suspension or termination of services.

8. RECORDS, AUDIT, AND DOCUMENT RETENTION

The Firm will maintain time and billing records in accordance with its usual practices. Client may inspect records related to fees and expenses upon reasonable prior notice during normal business hours. Client acknowledges that files may be stored electronically and that the Firm may retain or destroy physical and electronic files in accordance with its retention policy, provided that the Firm shall return originals to Client upon request.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, any legal documents, drafts, memoranda, and work product created by the Firm in the course of representation shall be the property of the Firm, subject to the Client's right to use documents necessary for the Client's matter. The Firm retains all rights to templates, methodologies, and abstract intellectual property used in providing services.

10. INSURANCE

The Firm represents that it maintains professional liability insurance in amounts consistent with industry standards. Upon reasonable request, the Firm shall provide evidence of insurance coverage.

11. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Order. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS ORDER SHALL NOT EXCEED THE TOTAL FEES PAID TO THE FIRM PURSUANT TO THIS ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE ACT GIVING RISE TO THE CLAIM.

13. NOTICES

All notices required or permitted under this Order shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or by overnight courier to the addresses set forth below or to such other address as either party may specify by notice to the other.

14. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Order shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. COUNTERPARTS

This Order may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically shall have the same force and effect as original signatures.

16. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

This Order shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. This Order, together with any referenced engagement terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The parties shall cooperate in good faith to effectuate the purposes of this Order. Headings are for convenience only and shall not affect interpretation. Any invalid clause shall be severed to the minimum extent necessary to render the remainder enforceable.

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