Onboarding Letter

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{{entity.name}}
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Attn: {{person__client.name}}

Re: Engagement to Provide Legal Services — {{project__engagement.name}}

Dear {{person__client.name}}:

Thank you for engaging the Firm. This letter (the "Onboarding Letter") sets out the terms on which the Firm will represent {{entity.name}} (the "Client" or "you") in the matter described below. This says what we are doing now, who is accountable on each side, how you reach us, how we bill, and how we resolve a disagreement if one arises. Everything particular to your matter is agreed in writing as we go, and each of those writings sits on top of this letter rather than replacing it.

If these terms are acceptable, please sign below and return a copy.

For this engagement the Firm's client is {{entity.name}}. Unless the Firm agrees in a separate signed writing, this engagement does not make any affiliate, stockholder, investor, officer, director, employee, or other related person or entity a client of the Firm.

The Firm will represent the Client in the following matter (the "Matter"):

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That is the floor, not the ceiling. The Firm's representation is limited to the work described above and anything the Firm and the Client later agree to in writing. Work outside it — a new matter, a dispute, a proceeding, an appeal — requires a separate written engagement or a written amendment to this one signed by both of us. We would rather add scope in a two-line email exchange than have you assume we are already handling something we are not.

This letter serves the Matter whether it is transactional or litigation. Where the Matter is transactional, the scope covers the drafting, negotiation, review, and counseling the description above calls for. Where the Matter is a dispute, the scope covers the ordinary work of prosecuting or defending it as described above — strategy, pleadings, discovery, ordinary motion practice, settlement negotiation, and coordination with any co-counsel or vendors the Client authorizes — and the fee writing described in Section II states which litigation events, such as an evidentiary-hearing day or a trial day, carry their own fee.

Unless separately agreed in writing, this engagement does not include tax, accounting, financial, investment, valuation, insurance-coverage, or public-relations advice, and does not extend to a matter unrelated to the Matter described above.

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Fees for this engagement are set in a writing the Firm and the Client agree to — a flat monthly fee, an hourly rate, a contingency, per-day fees for named litigation events such as an evidentiary hearing or a trial day, or a combination — and that writing controls the fee. The Firm will not begin work before that writing is signed, so you always know the basis on which you are being charged before anything is billed. Where a fee is contingent on a recovery, the rate is not set by law and is negotiable between the Firm and the Client, and the contingency is written out in its own signed fee agreement stating the percentage, how the recovery is defined and the fee calculated — including how consideration received other than in cash is handled — and how litigation costs affect what you ultimately owe. Advance fees are handled under the applicable client-trust rules, and any unearned portion is refundable if the representation ends or the agreed services are not completed.

If the work required falls outside the agreed scope, the Firm and you will discuss the additional scope and the fee arrangement before the Firm undertakes that work.

Every matter the Firm opens names one person on each side who answers for it — one lawyer here, one person at the Client. We call each of them the directly responsible individual, or DRI. Other people work on the matter; these two answer for it, so you always know who to ask where things stand. Neither name changes except in writing.

The Firm may use lawyers, contract lawyers, paralegals, administrative personnel, or outside vendors where that is appropriate, and remains responsible for their work and for protecting your confidences as law and the applicable professional rules require.

You consent to electronic communication, and to electronic delivery of invoices and correspondence about the Matter, at the addresses the Client DRI gives the Firm.

The Firm represents and may in the future represent other clients. If a potential conflict arises, the Firm addresses it under the applicable rules of professional conduct. Unless you are accepted as a client in a specific additional matter by a signed writing, the Firm is not agreeing to represent you in every matter or against every potential adverse party.

The Firm treats a conflict for any one of its lawyers as a conflict for the whole firm. Before taking on a new matter we check it against our current and former matters. If that check turns up a conflict we cannot properly take on, we tell you promptly, decline the matter rather than wall it off internally, refer you to outside counsel, and return any materials you shared with us. The Firm neither pays nor accepts a referral fee on a matter it refers out. By engaging us you acknowledge that our lawyers share matter information among themselves for this purpose.

You agree to provide accurate and complete information, respond to reasonable requests, and make the decisions the representation needs. Where the Matter is in litigation or a dispute is reasonably anticipated, you also agree to preserve potentially relevant documents and information, and to appear for depositions and other proceedings the Matter requires. The Client agrees to pay fees and authorized expenses when due. The Firm's advice depends on the information available to it when the advice is given.

The Firm has not made and cannot make any promise, assurance, or guarantee about the outcome of any matter, negotiation, proceeding, settlement, or business objective.

The Firm maintains your confidences as law and the applicable professional rules require. That duty does not vary with the kind of Matter: what you tell us in a negotiation is held as closely as what you tell us in a dispute.

The Firm may use secure cloud, document-management, research, communication, automation, and artificial-intelligence tools in providing legal services, subject to its professional obligations, attorney supervision, and commercially reasonable security and confidentiality safeguards. Where a technology vendor offers the option, the Firm selects settings that do not permit your information to be used to train the vendor's public or generally available models. No AI output substitutes for counsel's professional judgment: a lawyer reviews material AI-assisted work before it is relied on for legal advice, a filing, or a substantive external communication. The Firm remains responsible for the accuracy, confidentiality, and professional review of its work. Your consent to that use waives no privilege and does not release the Firm from responsibility for selecting, configuring, supervising, or using the technology.

The Firm keeps your complete matter file — every document, signed agreement, and the privileged correspondence we exchange with you — for ten years after your matter closes. You may request a copy at any point in that period. After ten years the Firm securely destroys the file and its contents.

This letter is governed by the law of {{custom_single_choice__governing_law}}. If a dispute arises out of or relates to this engagement or this letter, you and the Firm agree to resolve it by final and binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules — or, where the amount in controversy qualifies, its Expedited Procedures — conducted confidentially and decided under the law of {{custom_single_choice__governing_law}}. Each party bears its share of the AAA fees as those rules provide, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator applies the same law and may award the same remedies a court could; this clause selects the forum for a dispute and does not limit, cap, or waive the Firm's responsibility for its own work.

By signing this letter you and the Firm each give up the right to a jury trial and to have a covered dispute decided in court. Because this is an agreement about how future disputes are handled, you have the right to consult independent counsel of your own choosing before you agree to it.

You may end this engagement at any time by telling us. The Firm may withdraw as law and the applicable professional rules permit or require — including for nonpayment, a conflict, a failure to cooperate, or other good cause — and subject to the rules governing a lawyer's withdrawal from a pending matter. Fees and authorized expenses incurred before that point remain due.

The Client and the Firm sign this letter electronically as of the dates below.

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By initialing here, the Client acknowledges that this engagement covers the scope described in Section I and nothing else, and that additional work requires a separate written engagement or a written amendment signed by both of us: {{client.initials}}

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