Lawyer Engagement Quote

The client in this engagement is Client name / business name, a Entity Type (e.g., corporation, LLC, limited partnership) organized under the laws of State/Jurisdiction of Organization ("Client"). The Firm's attorney-client relationship runs exclusively to Client as identified above. No other person or entity — including, without limitation, Client's shareholders, members, partners, officers, directors, employees, affiliates, subsidiaries, parent companies, co-venturers, family members, or any other third party — is a client of the Firm in connection with this engagement, and no such person or entity may rely on the Firm's advice or assert any attorney-client relationship with the Firm arising from this engagement, unless that person or entity executes a separate engagement letter with the Firm. Client acknowledges that the Firm may currently represent, or may in the future represent, persons or entities that are or become adverse to persons associated with Client (including officers, directors, shareholders, or affiliates) in matters wholly unrelated to this engagement, subject to the Firm's obligations under applicable Rules of Professional Conduct.

The Firm is engaged to provide legal services limited to the following matter: Legal services for [matter]: estimated [X] hours at $[rate]/hour, or a flat fee of $[Y]. A retainer deposit is required to open the file. No guarantee of outcome is expressed or implied. Conflicts check is pending. This quote is valid for 30 days from the date above. (the "Matter"). The Firm's representation is expressly limited to the Matter as described above. The Firm is NOT engaged to advise on, and the Client should not assume coverage of, the following matters unless separately confirmed in writing by the Firm: List of Explicitly Excluded Matters. With respect to any excluded matter, the Firm will notify Client if the Firm identifies a reasonably apparent issue in an excluded area that requires Client's attention, but such notification does not constitute undertaking representation in that area. Client is advised to retain separate, qualified counsel for any excluded matters. The Firm's obligations under this engagement do not include monitoring developments in law or facts relevant to Client's situation after the conclusion of the Matter unless a separate written engagement to do so is executed. The Firm has no ongoing duty to advise Client on matters arising after the conclusion of this engagement.

Fee Basis. The Firm will charge for its services on an hourly basis at the rates set forth below. All time is recorded in 0.1-hour increments. Rate Schedule (Effective Rate Effective Date): - Partners / Shareholders: $Partner/Shareholder Hourly Rate ($) per hour - Senior Associates: $Senior Associate Hourly Rate ($) per hour - Associates: $Associate Hourly Rate ($) per hour - Paralegals / Law Clerks: $Paralegal/Law Clerk Hourly Rate ($) per hour Primary Responsible Attorney. The primary responsible attorney for this matter is Primary Responsible Attorney Name at $Primary Attorney Rate ($) per hour. Rate Adjustments. The Firm reserves the right to adjust its rates not more than once per calendar year upon 30 days written notice to Client. Rates will not be adjusted retroactively. Billing Practices. The Firm will submit invoices monthly. Each invoice will describe, in reasonable detail, the services performed, the timekeeper performing them, the time expended, and the applicable rate. Client shall pay each invoice within 30 days of receipt. Costs and Disbursements. In addition to fees, Client is responsible for reasonable out-of-pocket costs and disbursements incurred on Client's behalf, including filing fees, court reporter fees, travel expenses, and third-party vendor charges. The Firm will not mark up third-party costs. Fee Estimates. Any estimate of total fees provided by the Firm is a good-faith projection only and is not a cap on fees unless expressly designated as a fixed fee in writing. Actual fees may be higher or lower depending on the complexity and course of the Matter.

No Guarantee of Outcome. The Firm makes no representation, warranty, or guarantee regarding the outcome of Client's Matter. The outcome of any legal matter is inherently uncertain and depends on many factors outside the Firm's control, including judicial discretion, the actions of opposing parties, changes in applicable law, and the availability of evidence. No Implied Promises. Any statement made by the Firm's attorneys regarding the likely outcome of a matter, the anticipated duration of a proceeding, or an estimate of fees represents the good-faith professional opinion of the attorney based on the information available at the time. Such statements do not constitute a promise, guarantee, or warranty of any kind and should not be relied upon as such. Independent Professional Judgment. Client acknowledges that the Firm's recommendations and strategic assessments reflect the Firm's independent professional judgment and may change as facts, law, or circumstances evolve. A change in recommendation or strategy does not constitute a breach of this agreement.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

8.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 8.2 M&A Exception. Notwithstanding Section 8.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 8.3 Void Assignment. Any purported assignment in violation of this Section is void. 8.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 9.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 9.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 9.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

11.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 11.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 11.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 11.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

12.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 12.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 12.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

13.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 13.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.