Limited Retainer Agreement Document

LIMITED RETAINER AGREEMENT

This Limited Retainer Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: whose address for notices is Client Address: and Attorney/Firm Name: whose address for notices is Firm Address: .

RECITALS

WHEREAS, Client seeks legal services limited in scope to the matter described as: Matter: ; and

WHEREAS, Firm is willing to provide legal services to Client on the terms and conditions set forth in this Agreement, and Client wishes to engage Firm on a limited retainer basis for the specified matter; and

WHEREAS, the parties intend that the engagement be limited in scope and duration as expressly provided below.

NOW, THEREFORE

In consideration of the mutual promises herein, the parties agree as follows:

1. ENGAGEMENT; LIMITED SCOPE

1.1 Engagement. Client hereby engages Firm to perform legal services solely and exclusively as described in Section 2 (the Services) and only for the matter identified above. Firm accepts the engagement subject to the terms of this Agreement.

1.2 No Other Services. Unless otherwise agreed in writing, Firm will not perform services beyond the defined scope and is not obligated to pursue any other claims, appeals, administrative actions, or proceedings on behalf of Client.

2. SCOPE OF SERVICES

2.1 Description. The Services to be provided under this Agreement are limited to the following tasks and deliverables:

2.2 Exclusions. The following matters are expressly excluded from the Services unless separately agreed in writing: litigation beyond initial pleadings, appeals, tax advice, corporate governance, or services for related persons not named as Client.

3. RETAINER AND FEES

3.1 Retainer Amount. Client shall pay an initial retainer to be held in trust in the amount of $ (Retainer).

3.2 Fees. Firm's hourly billing rates for attorneys and staff who may perform work under this Agreement are as follows: Attorney hourly rate $ ; Paralegal hourly rate $ . Firm reserves the right to change rates upon thirty (30) days' written notice to Client.

3.3 Application of Retainer. The Retainer will be deposited into Firm's trust account and applied against periodic invoices for fees and authorized expenses. Client authorizes Firm to withdraw funds from trust to pay invoices issued in accordance with this Agreement.

4. BILLING, EXPENSES AND ACCOUNTING

4.1 Billing Cycle. Firm shall render statements of fees and expenses at least , showing time expended, services performed and disbursements. All statements are due within thirty (30) days of receipt unless otherwise agreed.

4.2 Expenses. Client shall reimburse Firm for all reasonable out-of-pocket expenses incurred on Client's behalf, including filing fees, courier and travel expenses, expert fees, and other third-party costs. Reimbursable expenses will be itemized in each statement.

4.3 Trust Accounting. Firm maintains a client trust account for retainer deposits. Trust Account Identifier: . Unless otherwise required by applicable rules, interest on trust account funds will be handled in accordance with Firm's trust accounting procedures.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and continues until the Services are completed or until terminated pursuant to this Section.

5.2 Termination. Either party may terminate this Agreement for any reason upon written notice to the other. Upon termination, Client shall pay for all services rendered and expenses incurred through the date of termination. Any unused portion of the Retainer will be returned to Client after final accounting and payment of outstanding invoices.

6. CONFIDENTIALITY

6.1 Confidential Information. Firm will maintain in confidence all information obtained from Client in connection with the representation, except as required or permitted by law, or as necessary to carry out the Services. Client acknowledges that Firm may be required by law or ethical rules to disclose certain information.

7. CONFLICTS; NO GUARANTEE

7.1 Conflicts. Firm represents that, after reasonable inquiry, Firm is not aware of any conflict that would materially impair the representation described herein. If a conflict arises that cannot be resolved, Firm may withdraw as permitted by applicable rules of professional conduct.

7.2 No Guarantee. Client acknowledges that Firm has made no guarantees regarding the outcome of the matter and that any statements about likely outcomes are expressions of opinion only.

8. CLIENT RESPONSIBILITIES

Client shall cooperate with Firm, provide timely and accurate information, produce documents and attend meetings as reasonably requested. Failure to cooperate may be grounds for termination and Client remains responsible for fees and expenses incurred through termination.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Firm's liability for any claim arising out of this Agreement or the Services shall be limited to direct damages not exceeding the total fees actually paid by Client to Firm under this Agreement. In no event shall Firm be liable for consequential, incidental, punitive or special damages.

10. DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve disputes relating to this Agreement first by mediation conducted in the county specified in the Governing Law clause. If mediation is unsuccessful, either party may pursue any remedy available at law or equity in a court of competent jurisdiction.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that state's conflict of laws principles.

12. NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph (or to such other address as a party may designate by notice). Notices shall be effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the United States mail, postage prepaid.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver by either party of any breach shall not constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect.

15. ACKNOWLEDGMENT

By signing below, Client acknowledges receipt of this Agreement, understands its terms including the limited scope of the engagement and the billing practices, and consents to the limited retainer arrangement described herein.

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