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Retainer Agreement (General Counsel)

AGREEMENT made [date] between [name], with principal offices at [address] (Client), and [name of law firm], with offices at [address] (Attorney).

1. Retainer. Client retains Attorney as Client's General Counsel from [date] to and including [date], unless sooner terminated as provided in this Agreement.

2. Nature of Services. The services to be rendered by Attorney under this Agreement shall be all those necessary or proper for the protection of Client's property or interests to the extent required by client, except as provided in Paragraphs 3 and 4. For the purposes of clarification and without intending to be exclusive, the following is set down to illustrate the nature of the legal work intended to be covered by this Agreement:

a. Advice and Opinions. Legal advice and opinions on all matters relating to Client's affairs and those of Client's divisions together with attendance at all meetings and conferences relating to those matters;

b. Directors' and Stockholders' Meetings. Attendance at Directors' and Stockholders' meetings when required, and preparation of the minutes of the meetings;

c. Form Contracts. Preparation and revision as needed of Client's printed form contracts with employees, customers, or other third parties;

d. Preparation of Contracts. Drafting and preparation of contracts, leases, and other legal documents with Client's customers, suppliers, lessors and lessees, and other third parties; drafting and preparation of employment agreements including provisions for deferred compensation;

e. Supervision of Employee Benefits. Legal supervision of Client's Employee Stock Agreement, Client's Profit-Sharing Plan, and other employee benefit plans that Client may institute, including drafting and preparing documentation and amendments to the documentation and administration of the plans, as needed;

f. Corporate Charter and Bylaws. Amendment of Client's corporate charter and bylaws and reorganisation of Client's stock structure, as required for purposes other than merger or consolidation;

g. Qualification to Do Business. Qualification of Client in all states or jurisdictions in which Client intends to do business;

h. Litigation. Preliminary work with regard to the commencement, prosecution, or defense of legal actions or arbitration proceedings or the conduct or defense of administrative or other proceedings, subject to the provisions of Paragraph 3 of this Agreement;

i. Mergers or Consolidations. Preliminary work in any merger or consolidation of Client or in the sale by Client of all or substantially all of Client's stock, or in the purchase by Client of all or substantially all of the assets or stock of any other person, firm, or corporation, subject to the provisions of Paragraph 4 of this Agreement; and

j. General. General consultation and advice on overall corporate policies and procedures.

3. Litigation Not Included. The services to be rendered by Attorney under this Agreement shall not include the commencement, prosecution, or defense of legal actions or arbitration proceedings or the conduct or defense of administrative or other proceedings before government agencies or units involving formal appearances by Attorney. The rendering of these services shall be the subject of a separate agreement between Attorney and Client as the need arises.

4. Mergers and Consolidations. The services to be rendered by Attorney under this Agreement shall not include services rendered in any merger or consolidation of Client, or services rendered in the sale by Client of all or substantially all of Client's stock or in the purchase by Client of all or substantially all of the assets or stock of any other person, firm, or corporation. The rendering of these services shall be the subject of a separate agreement between Attorney and Client as the need arises.

5. Attorney's Compensation. Attorney's compensation shall be ........ dollars ($........) per annum, payable in equal monthly installments on the first day of each month. In addition, Client shall reimburse Attorney for all disbursements paid or incurred by Attorney on Client's behalf.

6. Termination. This Agreement may be terminated by either party earlier than the date provided in Paragraph 1, by giving the other party not less than [number] days' prior written notice of intention to do so.

7. Prior Agreements. This Agreement supersedes all prior understandings and agreements between Attorney and Client relating to the subject matter of this Agreement. Such prior understandings and agreements are canceled, and full payment by Client to Attorney for services rendered by Attorney to the date of this Agreement is acknowledged [or, the parties acknowledge that the sum of ........ dollars ($........) covering services rendered by Attorney to the date of this Agreement is unpaid and due from Client].

[signature]

Client

[signature]

Attorney