_________________________ ("Client") and _______________ ("Attorney") hereby enter into this agreement regarding the retention of Attorney by Client to provide legal advice and services:

A.    Client: The client is ___________________. To the extent ethically permissible, its officers, directors, employees, and agents should also be treated as clients, unless Client advises Attorney otherwise.

B. Attorney: The Attorney is ___________________, who is licensed to practice law in all jurisdictions relevant to this matter. If Attorney practices with others who may also provide services to Client, he or she understands that Client expects that Attorney will be responsible for managing the representation, assuring compliance of others with the terms of this agreement , preparing and substantiating all bills, and communicating with Client.

C. Matter: Attorney has been retained by Client in connection with: _____________________ [description of matter]. Attorney represents that he or she is competent and available to handle that matter. In the event that Client assigns additional matters to Attorney, this agreement shall apply to those matters as well.

D. Attorney Fee (Hourly): Attorney will be paid for his or her services based on the number of hours expended on behalf of Client , multiplied by the Attorney's hourly rate of $ _______. Details regarding bills, documentation, and time-keeping are provided below and are a condition precedent to payment by the Client.

E. Expedited or emergency services: Attorney is expected to avoid using expedited or emergency services, such as express delivery services, couriers, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. Client may refuse to pay for any such expenses when incurred routinely or because of Attorney's failure to manage the matter efficiently.

G. Advance fee payment:  An advance payment  of $_________ has been paid by Client to Attorney. The retainer is to be held in Attorney's trust account and applied to Attorney's bills, both fees and expenses, as earned by Attorney in accordance with this Agreement.

H. Budgets: Attorney has (or will by __________ [date or number of days]) prepared an estimate or budget of the likely cost, by task of this matter, including fees and expenses, and a plan for handling the matter. In the event that Attorney obtains information indicating that the budget (or any line item) may be exceeded by more than five percent, he or she will notify Client of that immediately. Client shall have the right not to pay any amounts that are over budget or not included within the budget

I. Staffing and matter management: Attorney has been retained specifically because he or she, personally, is understood by Client to be able to handle this matter. Employment of additional individuals, whether attorneys, paralegals, or others, who will bill time to Client is not permitted without the advance written approval of Client.

Case monitoring: Client will be advised promptly by Attorney of all significant facts and developments in the matter so that Client may manage the matter effectively and make informed decisions about strategy, tactics, settlement, scheduling, and so forth. Client will promptly receive from Attorney copies of all orders, opinions, pleadings, memo, correspondence, and any other document material to this matter. As to discovery materials or exhibits that are lengthy, Attorney should discuss them with Client before providing a copy. Documents available in computerized form should be provided in that form as well as on paper.

Case control: Attorney shall discuss all significant issues of strategy and tactics, including motions, discovery, pleadings,   trial preparation, experts, and settlement, with Client before implementation. Attorney is expected to exercise independent professional judgment, but to implement the decisions of Client.

J. Confidentiality and public relations: Attorney is not authorized to waive or release any privilege or other protection of information, confidential, secret, or otherwise, obtained from or on behalf Client. Attorney is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. This requirement is also intended to prohibit Attorney from using information obtained from or on behalf of Client, without Client's advance written approval. Attorney is not authorized to identify Client as a client, e.g., for purposes of marketing or advertising, without Client's prior approval. Upon termination of the representation, Attorney agrees to return promptly all information obtained from or on behalf of Client to Client.

K. Dispute resolution: Attorney and Client agree that all disputes regarding Attorney's fees or expenses are to be resolved by binding arbitration, pursuant to the commercial rules of the Suzhou Arbitration Association.

L.  The Agreement may not be modified in any way without the express, written agreement of both parties. This represents the entire agreement of the parties.