Proposed Retainer Agreement

PROPOSED RETAINER AGREEMENT

This Proposed Retainer Agreement (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Law Firm Name: (the "Firm").

RECITALS

WHEREAS, the Client desires to engage the Firm to provide legal services described herein and the Firm agrees to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties intend to set forth the scope, fees, retainer arrangement, billing practices and other material terms of the engagement in a written retainer agreement;

WHEREAS, the Firm has disclosed any known potential conflicts in writing and the Client acknowledges receipt of such disclosures as reflected in the signature section below or in an attached disclosure statement.

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

1. ENGAGEMENT; SCOPE OF SERVICES

The Client hereby engages the Firm to perform legal services reasonably necessary for the representation described below, and the Firm accepts such engagement subject to the terms of this Agreement. The scope of the Firm's engagement shall be limited to the matters specifically described by the Client and agreed in writing. Any services outside the defined scope shall require a written amendment to this Agreement or separate engagement agreement.

2. TERM

This Agreement shall commence on the Effective Date identified above and shall continue until the completion of the services described in Section 1 or until terminated in accordance with Section 8 of this Agreement.

3. FEES, RETAINER AND PAYMENT

The Client agrees to pay the Firm for services rendered at the rates and on the terms set forth below. All fees are subject to billing in accordance with the Firm's standard practices and are payable when invoiced unless otherwise stated in this Agreement.

Hourly billing at the rates below
Flat fee for defined scope

The retainer shall be deposited into the Firm's trust or escrow account and applied against final invoices in accordance with applicable rules. The Client understands that the retainer is a security deposit for fees and costs and does not limit the Client's obligation to pay fees earned that exceed the retainer. The Firm shall provide periodic statements showing amounts billed against the retainer balance.

4. COSTS, EXPENSES AND DISBURSEMENTS

The Client shall reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with the representation, including but not limited to filing fees, court costs, courier and messenger charges, deposition and transcript costs, expert fees, travel, and investigation expenses. Such expenses may be billed as incurred or advanced by the Firm and charged to the Client.

5. CONFLICTS OF INTEREST

The Firm represents that it has conducted reasonable inquiry concerning conflicts of interest and that any actual or potential conflicts that the Firm has identified have been disclosed in writing to the Client. The Client acknowledges that the Firm may continue to represent other clients in matters unrelated to the subject matter of this engagement, provided no conflict exists or consent is obtained.

6. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

The Firm shall maintain in confidence all information obtained in the course of representation except to the extent disclosure is authorized by the Client or required by law. The attorney-client privilege and other applicable privileges shall belong to the Client. The Firm may disclose confidential information to personnel, consultants, or experts as necessary for the representation, subject to obligations of confidentiality.

7. RECORDS, FILES AND DOCUMENTS

Client files, including documents provided by the Client, shall be maintained by the Firm. Upon termination or completion of the matter and after payment of all outstanding fees and costs, the Firm shall deliver original Client documents to the Client upon request. The Firm may retain copies of the file for its records and may destroy electronic or physical files after a reasonable retention period consistent with professional obligations.

8. TERMINATION

Either party may terminate this Agreement upon written notice to the other party. The Client remains obligated to pay for all fees and costs incurred through the date of termination. Upon termination, the Firm shall take reasonable steps to protect the Client's interests, including giving reasonable notice and allowing time for employment of other counsel, and, to the extent required by law and professional rules, shall deliver to the Client all papers and property to which the Client is entitled upon payment of outstanding fees and costs.

9. DISPUTE RESOLUTION

The parties agree that any dispute arising out of or relating to this Agreement or the services provided hereunder shall first be submitted to non-binding mediation. If the dispute is not resolved through mediation within a reasonable time, the parties may pursue any remedy at law or in equity, including arbitration or litigation, subject to applicable statutes of limitation. Nothing in this section shall prevent the Firm from pursuing collection of unpaid fees in an appropriate forum.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a writing signed by both parties. No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the party waiving the right. A waiver of one breach shall not operate as a waiver of any subsequent breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for any action arising out of this Agreement, subject to the dispute resolution provisions above.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any written disclosures or schedules referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior 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 remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed binding for all purposes.

15. CLIENT ACKNOWLEDGMENTS

The Client acknowledges receipt of a copy of this Agreement, has had an opportunity to ask questions, has read and understands this Agreement, and consents to the terms herein. The Client also acknowledges that the Firm has disclosed any known conflicts of interest and the Client consents to continued representation under the described terms unless otherwise stated in a separate written consent.

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