Legal Substitute Counsel Agreement

LEGAL SUBSTITUTE COUNSEL AGREEMENT

This Legal Substitute Counsel Agreement ("Agreement") is made as of by and between Client Name: and Substitute Counsel Name: . Original Counsel (for reference): .

RECITALS

WHEREAS, Client is a party to the matter styled , which is pending in ;

WHEREAS, Client desires to engage Substitute Counsel to act as counsel of record in place of Original Counsel and to assume responsibility for the prosecution or defense of the matter described above; and

WHEREAS, Substitute Counsel is willing to accept substitution subject to the terms set forth herein and subject to resolution of any outstanding fees, costs, liens or obligations owed to Original Counsel.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. APPOINTMENT; SCOPE OF REPRESENTATION

1.1 Appointment. Client hereby retains and appoints Substitute Counsel to act as Client's counsel of record for the matter described in this Agreement. Substitute Counsel shall undertake the scope of representation as described in Section 1.2 and shall have authority to take all actions reasonably necessary to represent Client in the matter, subject to Client's instructions and this Agreement.

1.2 Scope. Substitute Counsel's scope of representation shall include:

2. EFFECTIVE DATE OF SUBSTITUTION; FILING

2.1 Effective Date. The substitution of counsel shall be effective on the date Substitute Counsel files or causes to be filed with the appropriate tribunal or administrative body any required substitution or notice of appearance, or on such other date as agreed in writing. Effective Date: .

2.2 Filing. Substitute Counsel shall prepare and file, subject to Client's approval, any pleadings necessary to effect the substitution. Client authorizes Substitute Counsel to obtain Client's signature on substitution documents where required.

3. FILES, RECORDS AND TRANSFER

3.1 Transfer. Original Counsel shall make available to Substitute Counsel all files and records reasonably necessary for representation upon receipt of Client's written authorization and satisfactory arrangements regarding outstanding fees and costs. The parties acknowledge that Original Counsel may assert a retaining or charging lien to the extent permitted by law.

3.2 Records Received. Substitute Counsel shall provide Client with an accounting of materials received, and retain originals or copies in accordance with professional obligations. Date by which files are to be transferred: .

4. FEES, RETAINER AND ACCOUNTING

4.1 Fees. Client agrees to pay Substitute Counsel for legal services at the following agreed rates and terms. Hourly rate: per hour. Alternative fee arrangement (if any):

4.2 Retainer. Client shall pay an initial retainer in the amount of , to be deposited into Substitute Counsel's trust account. Substitute Counsel shall bill against the retainer and provide periodic statements.

4.3 Outstanding Obligations to Original Counsel. Client represents that outstanding balances, liens, or holdbacks owed to Original Counsel are: . Parties acknowledge that resolution of such obligations may be a condition to transfer of files.

5. CONFLICTS; REPRESENTATIONS

5.1 Conflicts. Substitute Counsel represents that it has conducted a reasonable conflicts check with respect to the matter and, to the best of its knowledge, is not aware of any conflict that would preclude its representation. Disclosure of any known conflict or potential conflict:

5.2 Client Representation. Client represents that it has the authority to retain Substitute Counsel and to authorize the substitution. Client further represents that all material facts regarding conflicts have been disclosed to Substitute Counsel.

6. CONFIDENTIALITY AND PRIVILEGE

Substitute Counsel shall maintain the confidentiality of client communications and shall assert or preserve attorney-client privilege consistent with applicable law. Transfer of materials shall not constitute a waiver of privilege. Any waiver or disclosure of privileged information shall occur only with Client's informed consent or as required by law.

7. COOPERATION WITH ORIGINAL COUNSEL

7.1 Client Authorization. Client authorizes Original Counsel to release files, information and client funds as permitted by law and any written agreement between Client and Original Counsel, subject to reasonable accounting for fees and expenses.

7.2 Cooperation. Client shall cooperate with both Original Counsel and Substitute Counsel in effecting the substitution, including signing necessary releases and substitution forms and providing instructions regarding outstanding retainer funds or liens.

8. BILLING, COSTS AND TRUST FUNDS

Substitute Counsel shall render statements for fees and costs on a periodic basis. Client shall promptly pay outstanding invoices and replenish any retainer when requested. Trust funds shall be handled in accordance with applicable professional rules. Bank or trust account name (if applicable):

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client agrees to indemnify and hold harmless Substitute Counsel from liabilities, claims or expenses arising from Client's failure to disclose material facts, to follow substitute counsel's lawful advice, or from acts or omissions of Original Counsel prior to substitution.

9.2 Limitation of Liability. To the extent permitted by law, Substitute Counsel's liability for any claim arising out of this Agreement shall be limited to direct damages and shall exclude consequential, exemplary and punitive damages.

10. TERMINATION

Either party may terminate this Agreement upon written notice to the other for good cause. Termination will not relieve Client of liability for fees and costs incurred prior to termination. Upon termination Substitute Counsel shall take reasonable steps to protect Client's interests and to accomplish an orderly transition.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written agreements and understandings.

13.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Assignment. This Agreement and the rights hereunder are personal to the parties and shall not be assigned without the prior written consent of the other party, except that Substitute Counsel may delegate tasks to associates or contract attorneys under its supervision.

14.2 Professional Rules. The parties acknowledge that Substitute Counsel remains bound by applicable professional rules of conduct and shall act in accordance with those obligations.

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