Retainer Contract

RETAINER CONTRACT

This Retainer Contract (Effective Date: ) is entered into between Client Name: with primary address: (hereinafter "Client"), and Firm Name: with principal place of business: (hereinafter "Firm"). The Client and the Firm are collectively referred to as the Parties.

RECITALS

WHEREAS, the Client desires to retain the Firm to provide professional services as set forth in this Contract; and

WHEREAS, the Firm represents that it is duly qualified and experienced to provide such services and is willing to undertake the engagement under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the Firm's engagement by the Client.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. The Client hereby engages the Firm, and the Firm accepts such engagement, to provide professional services described in Section 1.2 (the "Services") and to perform such other tasks as the Parties may agree in writing.

1.2 Scope of Services. The Services to be provided by the Firm are as follows:

2. RETAINER, FEES AND BILLING

2.1 Retainer. The Client shall pay an initial retainer in the amount of (the "Retainer") to secure the Firm's availability and to be applied against fees and expenses incurred. The Retainer shall be deposited into the Firm's trust or operating account as required by applicable professional rules.

2.2 Fees. The Client agrees to compensate the Firm at the following rates: Principal/Partner: per hour; Associate: per hour; paralegal and support staff: per hour. The foregoing rates may be adjusted by the Firm upon thirty (30) days' written notice to the Client.

2.3 Billing and Payment. The Firm will render statements on a basis. The Client shall pay all invoices within days of receipt. Any undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum allowable rate under applicable law.

2.4 Expenses. The Client shall reimburse the Firm for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to filing fees, courier charges, travel expenses, and third-party vendor charges. The Firm shall provide itemized statements for such expenses.

3. FUNDS, TRUST ACCOUNT, AND ACCOUNTING

3.1 Application of Retainer. The Retainer will be held and applied against fees and expenses described herein. If applicable professional rules require segregation of client funds, the Firm will deposit the Retainer into an appropriate client trust account.

3.2 Accounting. The Firm shall maintain accurate records of time, fees, and expenses and shall provide periodic accounting to the Client upon request or as required by applicable rules.

4. TERM AND TERMINATION

4.1 Term. This Contract commences on the Effective Date and will continue until the Services are completed or the Contract is earlier terminated in accordance with this Section.

4.2 Termination for Convenience. Either Party may terminate this Contract for any reason upon days' prior written notice to the other Party. The Client shall remain liable for fees and expenses incurred through the effective date of termination.

4.3 Termination for Cause. Either Party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice specifying the breach. Termination shall not relieve the Client of obligations to pay for services rendered and expenses incurred prior to termination.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party acknowledges that in the performance of this Contract it may receive confidential or proprietary information ("Confidential Information") of the other Party. Except as required by law or as necessary to perform the Services, each Party shall keep such information confidential and shall not disclose it to third parties without prior written consent.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly known without breach of this Contract; (b) is received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of the disclosing Party's Confidential Information.

6. CONFLICTS AND INDEPENDENCE

6.1 Conflicts. The Firm has conducted a conflicts check based upon information supplied by the Client. The Client represents that it has disclosed all relevant facts and relationships necessary for the Firm to assess conflicts. If a conflict that materially impairs the Firm's ability to represent the Client arises, the Firm will notify the Client and take appropriate action in accordance with applicable rules.

7. CLIENT COOPERATION

7.1 Cooperation. The Client agrees to cooperate with the Firm, to provide all information and documentation reasonably requested by the Firm, and to be reasonably available to consult with the Firm. Delay or failure by the Client to provide requested materials may affect the Firm's ability to perform and may result in additional fees.

8. RECORDS, DOCUMENTS, AND OWNERSHIP

8.1 Files and Documents. Upon termination and payment of all outstanding amounts due, the Firm will deliver to the Client documents the Client is entitled to receive. The Firm may retain copies of files and records as required by law and for its own records. Ownership of work product created specifically for the Client shall transfer to the Client upon full payment, except that the Firm shall retain all proprietary methods, templates, and internal documents used in performing the Services.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification. The Client shall indemnify and hold harmless the Firm and its partners, agents and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) resulting from the Client's breach of this Contract or from the Client's willful misconduct or negligence.

9.2 Limitation of Liability. Except for liability arising from gross negligence or willful misconduct, each Party's aggregate liability to the other arising out of or related to this Contract shall not exceed the total fees paid by the Client to the Firm under this Contract during the twelve (12) month period immediately preceding the claim.

10. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses and contacts below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENT, WAIVER, AND COUNTERPARTS

11.1 Amendment. This Contract may be amended only by a written instrument signed by both Parties.

11.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless in writing and signed by the Party granting the waiver.

11.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

12.2 Entire Agreement. This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

12.3 Severability. If any provision of this Contract is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

13. MISCELLANEOUS

13.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Contract shall be construed to create a partnership, joint venture, employment relationship, or agency relationship other than as expressly provided herein.

13.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Contract without the prior written consent of the other Party, except that the Firm may assign receivables.

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