Miscellaneous Case Non-Opening

MISCELLANEOUS CASE NON-OPENING AGREEMENT

Parties and Case Identification

Recitals

WHEREAS, Client Name: has requested that Service Provider: evaluate potential representation or services with respect to the matter identified above; and

WHEREAS, after preliminary review, the parties have determined that no active case file will be opened by Service Provider for the matter and the parties desire to record the terms under which the non-opening decision is made and any associated obligations or fees.

WHEREAS, this Agreement governs the obligations of the parties relating to preliminary work, fees, retention of documents, confidentiality and other matters arising from the decision not to open a case file.

Scope of Work

The parties agree that Service Provider performed limited preliminary services consisting of factual intake, preliminary research, and internal conflict checks as described below. The parties further agree that no active litigation, administrative proceeding or formal file has been opened on behalf of Client in connection with the above matter.

Non-Opening Declaration and Consequences

Client acknowledges that Service Provider shall not open an active case file, institute proceedings, or represent Client in any tribunal unless and until a separate written engagement agreement expressly authorizing such representation is executed by the parties. Client further acknowledges that the non-opening determination may be based on conflicts, case merits, resource allocation, statutory limitations, cost considerations, or other professional judgments.

Client hereby authorizes Service Provider to preserve a copy of intake materials and any documents provided by Client, subject to the retention and disposal provisions set forth below.

Payment Terms

Client agrees to pay Service Provider for the preliminary services described above in accordance with the following terms.

Term; Retention of Documents; Termination

This Agreement is effective as of Effective Date: and shall remain in effect until End Date: or until terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least Notice Period (days): days prior to the effective date of termination. Termination shall not relieve Client of liability for fees and costs accrued prior to termination.

Upon termination, Service Provider shall, at Client's written direction, either return originals and copies of Client documents or retain such materials for a period not to exceed Retention Period (days): days, after which Service Provider may securely dispose of materials in accordance with standard practice.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party in connection with the matters contemplated by this Agreement. Service Provider's obligations of confidentiality do not extend to information that (a) was publicly known at the time of disclosure, (b) becomes publicly known other than through a breach of this Agreement, (c) is rightfully received from a third party without restriction, or (d) is required to be disclosed by law or court order, in which case Service Provider shall give prompt notice to Client if legally permitted.

Client acknowledges that preliminary materials created by Service Provider and internal conflict-check records are Service Provider work product and may be retained by Service Provider subject to applicable ethical and legal obligations.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the exclusive jurisdiction of the courts located within that jurisdiction, unless the parties agree in writing to an alternative dispute resolution procedure.

Entire Agreement; Modification

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor entity.

Entity Type (for records)

Representations and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that its acceptance of this limited engagement does not violate any applicable professional rules or create a conflict of interest that has not been disclosed to Client.

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