SAMPLE ENGAGEMENT LETTER

[Insert Date]

[Name of Client ]
[Name of Client Contact]
[Company or Entity]
[Address]

Re: [Style of Case or Description of Matter] Engagement Letter

Dear _____________:

Thank you for retaining [Law Firm] to represent you [name of client] in connection
with [describe matter] (“the matter”). Our engagement will involve [describe work to be
done]. Our engagement began [enter date]. We look forward to serving your [name of
client’s] needs in this matter and establishing a mutually satisfactory relationship.

[NOTE - If representation involves a legal entity or related parties (such as a

corporation and its shareholders), it is essential that the engagement letter clearly specify
who the firm is representing and who it is not representing. If the firm is undertaking to
represent multiple parties as joint clients, the engagement letter must make necessary
disclosures and confirm appropriate waivers concerning conflicts of interest and lack of
confidentiality of information between the joint clients. The firm's Legal Department
should be consulted regarding such disclosures and waivers.]

The purpose of this letter is to confirm our engagement as counsel and to provide you
[name of client] certain information concerning our fees, billing and collection policies, and
other terms that will govern our relationship. Although we do not wish to be overly formal in
our relationship, we have found it a helpful practice to confirm with our clients the nature and
terms of our representation. Attached to this letter are our firm's standard terms of engagement.
Please review these and let me know if you [name of client] have/has any questions concerning
our policies. As you will see, we have a policy of requiring an advance fee deposit with respect
to the last billing for a particular matter, or if our relationship develops into an ongoing
relationship, we credit portions of the advance deposit at appropriate times. Of course, if the
advance fee deposit exceeds the amount of our bills, we will refund the excess. In this case, we
have determined that a minimum initial deposit of [enter amount] is appropriate.
 [NOTE - If not contained elsewhere in writing (e.g., a separate letter or a response
to a request for proposals), the method of determining fees can be described in the
engagement letter. Examples of the kinds of fee arrangements that could be described are:
incentive fees, fixed fees, capped fees, contingent arrangements, hourly-rate billing at more
or less than standard rates, and "success" billing. If fees will be determined in whole or in
part based on hourly rates, the letter should specify either (a) hourly rates of the specific
partners, associates and paralegals that you expect to perform the services described above
or (b) a range of rates for partners, a range of rates for associates, and a range of rates for
paralegals that you expect to perform the services described above (in either event the rates
should be described as "current"). Caution: Certain types of fee arrangements (e.g.,
“success” fees), may raise conflicts of interest requiring disclosures and waivers. The
firm's Legal Department should be consulted regarding such disclosures and waivers.]

If the terms described above and in the attached terms of engagement are satisfactory,
please so indicate by signing and returning the enclosed copy of this letter, keeping a copy for
your records. [Insert if the return of the signed letter is to take place via facsimile and the
appropriate fax number, or insert language that a stamped, addressed envelope is enclosed
for return of the signed letter.]

We look forward to working with you [name of client] to bring the matter to a successful
conclusion.

Sincerely yours,

[LAW FIRM]

By:

Approved this _____ day of ___________, 20__.

[CLIENT NAME]

By: ____________________________

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 TERMS OF ENGAGEMENT

We appreciate your decision to retain [Law Firm] as your legal counsel.

This document explains how we work, our obligations to you, your obligations to us,
what we will do on your behalf, and how our charges will be determined and billed.
Experience has shown that an understanding of these matters will contribute to a
better relationship between us, and that in turn makes our efforts more productive.

Our engagement and the services that we will provide to you are limited to the matter
identified in the accompanying letter. Any changes in the scope of our
representation as described in the letter must be approved in writing. We will
provide services of a strictly legal nature related to the matters described in that
letter. You will provide us with the factual information and materials we require to
perform the services identified in the letter, and you will make such business or
technical decisions and determinations as are appropriate. You will not rely on us
for business, investment, or accounting decisions, or expect us to investigate the
character or credit of persons or entities with whom you may be dealing, unless
otherwise specified in the letter.

We cannot guarantee the outcome of any matter. Any expression of our professional
judgment regarding your matter or the potential outcome is, of course, limited by our
knowledge of the facts and based on the law at the time of expression. It is also
subject to any unknown or uncertain factors or conditions beyond our control.

Confidentiality and Related Matters

We wish to emphasize several points regarding the ethics of our profession that will
govern our representation. As a matter of professional responsibility, we are
required to hold confidential all information relating to the representation of our
clients, subject to certain exceptions that we will discuss with you. This
professional obligation and the legal privilege for attorney-client communications
exist to encourage candid and complete communication between a client and lawyer.
We can perform truly beneficial services for a client only if we are aware of all
information that might be relevant to our representation. Consequently, we trust that
our attorney-client relationship with you will be based on mutual confidence and
unrestrained communication that will facilitate our proper representation of you.

Additionally, you should be aware that, in instances in which we represent a

corporation or other entity, our client relationship is with the entity and not with its
individual executives, shareholders, directors, members, managers, partners, or
persons in similar positions, or with its parent, subsidiaries, or other affiliates. In
those cases, our professional responsibilities are owed only to that entity, alone, and
no conflict of interest will arise or be asserted by you because we represent persons
with respect to interests that are adverse to individual persons or business
organizations who have a relationship with you. That is to say, unless the letter
accompanying this document indicates otherwise, [Law Firm’s] attorney-client

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 relationship with the entity does not give rise to an attorney-client relationship with
the parent, subsidiaries or other affiliates of the entity, and representation of the
entity in this matter will not give rise to any conflict of interest in the event other
clients of the firm are adverse to the parent, subsidiaries or other affiliates of the
entity. Of course, we can also represent individual executives, shareholders,
directors, members, managers, partners, and other persons related to the entity in
matters that do not conflict with the interests of the entity, but any such
representation will be the subject of a separate engagement letter. Similarly, when
we represent a party on an insured claim, we represent the insured, not the insurer,
even though we may be approved, selected, or paid by the insurer.

The firm attempts to achieve efficiencies and savings for its clients by managing the
firm's administrative operations (e.g., file storage, document duplication, word
processing, accounting/billing) in the most efficient manner possible, including
outsourcing certain functions to third parties. Outsourcing in this manner may
require the firm to allow access by third parties to your confidential information, and
in some cases, these third parties may be located outside the United States. The firm
will follow applicable legal ethics rules with regard to such outsourcing and
protection of confidential information.

Fees and Billing

Clients frequently ask us to estimate the fees and other charges they are likely to
incur in connection with a particular matter. We are pleased to respond to such
requests whenever possible with an estimate based on our professional judgment.
This estimate always carries the understanding that, unless we agree otherwise in
writing, it does not represent a maximum, minimum, or fixed fee quotation. The
ultimate cost frequently is more or less than the amount estimated.

Legal Fees. We encourage flexibility in determining billing arrangements. For

example, we often agree with our clients to perform services on a fixed-fee or other
basis that we believe will encourage efficiency and reflect the value of our services
in relation to a particular objective.

If we have agreed on a fixed fee arrangement with you, our fees will not be limited
to the fixed amount if you fail to make a complete and accurate disclosure of
information that we have requested and that we reasonably require for our work, or if
you materially change the terms, conditions, scope, or nature of the work, as
described by you when we determined the fixed amount. If any of these events
occurs, our fees will be based on the other factors described below, unless we agree
on a revised fixed fee.

If the accompanying engagement letter does not provide for a fixed fee, or if we do
not otherwise confirm to you in writing a fee arrangement, our fees for services will
be determined as described in the following paragraphs.

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 When establishing fees for services that we render, we are guided primarily by the
time and labor required, although we also consider other appropriate factors, such as
the novelty and difficulty of the legal issues involved; the legal skill required to
perform the particular assignment; time-saving use of resources (including research,
analysis, data and documentation) that we have previously developed and stored
electronically or otherwise in quickly retrievable form; the fee customarily charged
by comparable firms for similar legal services; the amount of money involved or at
risk and the results obtained; and the time constraints imposed by either you or the
circumstances. In determining a reasonable fee for the time and labor required for a
particular matter, we consider the ability, experience, and reputation of the lawyer or
lawyers in our firm who perform the services. To facilitate this determination, we
internally assign to each lawyer an hourly rate based on these factors. Of course,
our internal hourly rates change periodically to account for increases in our cost of
delivering legal service, other economic factors, and the augmentation of a particular
lawyer's ability, experience, and reputation. Any such changes in hourly rates are
applied prospectively, as well as to unbilled time previously expended. We record
and bill our time in one-tenth hour (six minute) increments.

When selecting lawyers to perform services for you, we generally seek to assign
lawyers having the lowest hourly rates consistent with the skills, time demands, and
other factors influencing the professional responsibility involved in each matter.
That does not mean that we will always assign a lawyer with a lower hourly rate than
other lawyers. As circumstances require, the services of lawyers in the firm with
special skills or experience may be sought when that will either (a) reduce the legal
expense to you, (b) provide a specialized legal skill needed, or (c) help move the
matter forward more quickly. Also, to encourage the use of such lawyers in
situations where their services can provide a significant benefit that is
disproportionate to the time devoted to the matter, we may not bill for their services
on an hourly rate basis but, if you agree in advance, we will adjust the fee on an
"added value" basis at the conclusion of the matter if and to the extent their services
contribute to a favorable result for you.

Disbursements. In addition to legal fees, our statements will include out-of-pocket

expenses that we have advanced on your behalf and our internal charges (which may
exceed direct costs and allocated overhead expenses) for certain support activities.
Alternatively, the firm may charge for such internal charges as a percentage of the
fees charged. Advanced expenses generally will include, but are not limited to, such
items as travel, postage, filing, recording, certification, and registration fees charged
by governmental bodies. Our internal charges typically include, but are not limited
to, such items as toll calls, facsimile transmissions, overnight courier services,
certain charges for terminal time for computer research and complex document
production, and charges for photocopying materials sent to the client or third parties
or required for our use.

We may request an advance cost deposit when we expect that we will be required to
incur substantial costs on behalf of the client.

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 During the course of our representation, it may be appropriate to hire third parties to
provide services on your behalf. These services may include such things as
consulting or testifying experts, investigators, providers of computerized litigation
support, and court reporters. Because of the legal "work product" protection
afforded to services that an attorney requests from third parties, in certain situations
our firm may assume responsibility for retaining the appropriate service providers.
Even if we do so, however, you will be responsible for paying all fees and expenses
directly to the service providers or reimbursing us for these expenses.

The firm attempts to achieve efficiencies and savings for its clients when dealing
with independent contractors. The firm may be able to obtain a reduced charge from
the contractor if the firm provides certain functions, such as billing, collection,
equipment, space, facilities, or clerical help. For these administrative and
coordination services, the firm may charge an administrative fee, which will be
separately disclosed to you.

Billing. We bill periodically throughout the engagement for a particular matter, and
our periodic statements are due when rendered. If our fees are based primarily on
the amount of our time devoted to the matter, our statements will be rendered
monthly. In instances in which we represent more than one person with respect to a
matter, each person that we represent is jointly and severally liable for our fees and
expenses with respect to the representation. Our statements contain a concise
summary of each matter for which legal services are rendered and a fee is charged.

If a statement remains unpaid for more than 30 days, you will be contacted by a
[Law Firm] representative inquiring why it is unpaid. Additionally, if a statement
has not been paid within 30 days from its date, the firm may impose an interest
charge of 1.25 percent per month (a 15 percent annual percentage rate) from the 30th
day after the date of the statement until it is paid in full. Interest charges apply to
specific monthly statements on an individual statement basis. Any payments made
on past due statements are applied first to the oldest outstanding statement.

It is the firm's policy that if an invoice remains unpaid for more than 90 days, absent
extraordinary circumstances and subject to legal ethics constraints, [Law Firm]’s
representation will cease, and you hereby authorize us to withdraw from all
representation of you in such circumstances. Any unapplied deposits will be applied
to outstanding balances. Generally, the firm will not recommence its representation
or accept new work from you until your account is brought current and a new deposit
for fees and costs, in an amount that the firm determines, is paid to it.

In addition, if you do not pay [Law Firm]’s statements as they become due, the firm
may require a substantial partial payment and delivery of an interest-bearing
promissory note as part of any arrangement under which it may, in its discretion,
agree to continue its representation. Any such promissory note will serve merely as
evidence of your obligation, and shall not be regarded as payment.

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 If allowed by applicable law, [Law Firm] is entitled to reasonable attorneys' fees
and court costs if collection activities are necessary. In addition, [Law Firm] shall
have all general, possessory, or retaining liens, and all special or charging liens,
recognized by law.

Payment of our fees and costs is not contingent on the ultimate outcome of our
representation, unless we have expressly agreed with you in writing to a contingent
fee.

Questions About Our Bills. We invite you to discuss freely with us any questions
that you have concerning a fee charged for any matter. We want our clients to be
satisfied with both the quality of our services and the reasonableness of the fees that
we charge for those services. We will attempt to provide as much billing
information as you require and in such customary form that you desire, and are
willing to discuss with you any of the various billing formats we have available that
best suits your needs.

Relationships with Other Clients

Because we are a large, full-service law firm [with offices located in various cities]
we may be (and often are) asked to represent a client with respect to interests that are
adverse to those of another client who is represented by the firm in connection with
another matter. Just as you would not wish to be prevented in an appropriate
situation from retaining a law firm that competes with [Law Firm], our firm wishes
to be able to consider the representation of other persons or entities that may be
competitors in your industry or who may have interests that are adverse to yours, but
with respect to matters that are unrelated in any way to our representation of you.
The ethics that govern us permit us to accept such multiple representations, assuming
certain conditions are met, as set forth below.

During the term of this engagement, we will not accept representation of another
client to pursue interests that are directly adverse to your interests unless and until
we make full disclosure to you of all the relevant facts, circumstances, and
implications of our undertaking the two representations, and confirm to you in good
faith that we have done so and that the following criteria are met: (i) there is no
substantial relationship between any matter in which we are representing or have
represented you and the matter for the other client; (ii) any confidential information
that we have received from you will not be available to the lawyers and other [Law
Firm] personnel involved in the representation of the other client; (iii) our effective
representation of you and the discharge of our professional responsibilities to you
will not be prejudiced by our representation of the other client; and (iv) the other
client has also consented in writing based on our full disclosure of the relevant facts,
circumstances, and implications of our undertaking the two representations. If the
foregoing conditions are satisfied, you agree that we may undertake the adverse
representation and all conflict issues will be deemed to have been resolved or waived
by you.

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 By making this agreement, we are establishing the criteria that will govern the
exercise of your right under applicable ethical rules to object to our representation of
another client whose interests are adverse to yours. If you contest in good faith the
facts underlying our confirmation to you that the specified criteria have been met,
then we will have the burden of reasonably supporting those facts.

Knowledge Management Tool

In order to better and more economically serve our clients, we have implemented a
document search engine that will allow us to search the firm's institutional work
product to determine whether there exist documents created for one client that can be
used as a starting point for the preparation of new documents for other clients.
Documents that are subject to ethics wall restrictions, have extraordinary
confidentiality requirements, or contain sensitive client information will not be
included in this system.

Termination
Upon completion of the matter to which this representation applies, or upon earlier
termination of our relationship, the attorney-client relationship will end unless you
and we have expressly agreed to a continuation with respect to other matters. We
hope, of course, that such a continuation will be the case. The representation is
terminable at will by either of us. The termination of the representation will not
terminate your obligation to pay fees and expenses incurred prior to the termination
and for any services rendered or disbursements required to implement the transition
to new counsel.

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