Attorney Retainer Agreement

[Date]

Re: Legal Engagement

Dear __________:

We are very pleased to confirm our engagement by (the "Client") to represent it with respect to certain legal needs, as described in Exhibit A. Exhibit A also includes the Client's contact information for future correspondence.

1. Legal Services: [Name of Lawyer or Law Firm] (the "Firm," "we" or "us") will provide Client with legal services in connection with the matter described in the attached Exhibit A. Our services will be performed on behalf of Client only. We will use our professional diligence to meet Client's timing requirements and priorities. Client will cooperate with us, disclose all relevant information concerning the matters we are handling, keep us informed of developments and let us know immediately if Client is dissatisfied with any of our services.

2. Billing:

a. Fees. We generally calculate fees based upon the hourly rates of the attorneys, legal assistants and other timekeepers who perform services for the Client, although the fees may be adjusted upward depending on successful completion of an engagement, the complexity of the matters involved, or the level of commitment and resources required. Our billing rates are adjusted upward periodically. Any such hourly rate and adjustment will be reflected in the billing statements presented to the Client. Billing rates for attorneys at the Firm currently range from $___ to $___ an hour. A complete timekeeper billing rate schedule is available upon request. For most matters, it is difficult to predict the amount of time that will be required, particularly where legal research, litigation or contract negotiations are involved. Therefore, estimates of fees or costs are not guarantees or caps on the amount actually incurred. Time for which charges apply includes but is not limited to telephone calls, correspondence, emails, meetings, legal analysis and research, review and drafting of documents, depositions, conferences and travel.

b. Charges and Billing Procedures. We typically render monthly statements. Each statement will include the fees for services rendered and the disbursements for services provided, such as postage, telephone, photocopying, word processing, delivery, computer research, staff overtime on specific rush projects, filing fees, messenger service and independent filing or search services. In some instances, disbursements for in-house services may include the indirect expenses associated with providing the service. The Client is expected to advance or pay larger costs directly. The amounts shown on these statements are payable within thirty (30) days after the date of the statements. Statements that are not paid within thirty (30) days are assessed a late payment charge at the rate of one and one-half percent (1½%) per month on the unpaid balance.

3. Termination of Legal Services:

a. Termination: Client may....