RETAINER AGREEMENT

This Retainer Agreement ("Agreement") provides the terms under which I, _______________________________, hereby retain The Smith Law Firm PLLC ("Smith" or "Counsel") to represent me in a potential claim regarding talcum powder (the "Claim"). Client and Counsel may be referred to each individually as a "Party" or collectively as the "Parties."

I. Scope of Representation. Subject to Counsel's investigation of the viability of the Claim in its sole determination, Counsel agrees to jointly represent Client regarding the Claim only. Counsel have not agreed to represent Client in any appeal. Client understands that Counsel cannot make and has not made any guarantee regarding the outcome of the Claim. Client understands that until Client returns a signed copy of this Agreement to Counsel, no attorney-client relationship exists, Counsel is not obligated to perform legal services for or on behalf of Client, and this Agreement will not take effect.

II. Attorney's Fees. Counsel will represent Client on a fully contingent basis with respect to attorney fees. If Client recovers any compensation in connection with the Claim, Counsel will retain attorneys' fees of forty percent (40%) of the gross amount recovered, prior to deductions for costs, expenses, medical liens, or other disbursements. Counsel will be financially compensated by the Client ONLY if a recovery is made.

III. Costs and Expenses. Counsel will advance all costs and expenses deemed necessary for prosecution of the Claim. Examples of such costs and expenses include, but are not limited to, those relating to medical record requests, experts, investigators, depositions, mediation, court filings, computer research, travel, etc. If no recovery is obtained, Client will not be obligated to pay any legal fees, costs, or expenses. If the court awards costs and expenses to defendants, Client will not be responsible for such costs and expenses.

IV. Mass Torts. Client is aware that others represented by Counsel may have claims arising out of the same activity and against the same adversary. There are many benefits to jointly litigating claims of multiple plaintiffs against the same defendant(s), such as unity against a common adversary, convenience, the judicial economy of litigation, streamlining communications, and making the representation feasible and cost-effective for Counsel and Client. However, representing multiple clients also presents unique ethical challenges that Client must be aware of to make an informed decision about whether to move forward with this representation.

Counsel believes that there is no conflict of interest in our representing multiple clients with claims arising out of the same activity that would prevent Counsel from diligently and competently representing all such clients per the applicable Rules of Professional Conduct. By signing this Agreement, Client provides his/her informed to consent to the aggregate representation of multiple clients against the same defendant(s) and acknowledges the potential consequences and conflicts of interest, specifically including the following:

• Balance of Interests - Counsel owes fiduciary obligations of loyalty to all represented clients in these matters and must make decisions that are in the best interests of the overall group and cannot take sides or assert the interests of one client over the interests of another in litigation. Joint representation of multiple clients against the same adversary may result in less vigorous advocacy or assertion of one particular client's individual or separate interests than if the lawyers were to represent only that particular client because there must be a balancing of interests among the group of clients. Examples of reasonably foreseeable disputes that could develop among the multiple clients include, but may not be limited to the following:
  
  
  • Clients may differ on litigation strategy or on an issue of whether to settle on certain
    
    
  • One or more of the clients may instruct Counsel in a manner that is contrary to the instructions of the other clients;
    
    
  • One or more of the clients may take a position or act in a manner that is prejudicial to the interests of the other client(s); and
    
  • Some clients' damages may be greater and/or more provable than others and could impact litigation strategy.
    
    
• Multi-Plaintiff Confidentiality - Counsel owes each client a duty of confidentiality. In a matter involving multiple clients, Counsel owes a duty of confidentiality to each client as against third parties; however, Counsel also has a duty to keep all clients reasonably informed about significant developments relating to the representation. Where two or more clients have retained or consulted a lawyer upon a matter of common interest, neither of them, nor the successor in interest of any of them, may claim a privilege under this article. Therefore, communications made between any one of the clients and Counsel which are relevant to the joint representation are subject to disclosure to the other clients even in the absence of express consent to the disclosure.
  
  
• Apportionment of Costs - In addition to the costs that are specific to Client's individual claims, Client will be responsible for paying Client's share of any common benefit costs that are incurred by Counsel or, in some cases, other attorneys or law firms that represent other clients in these matters. Common benefit costs include any and all costs that can benefit a group of clients, such as expert and investigation fees, discovery costs, consultant fees, and trial expenses. In this way, no one client bears all of the costs which benefit the group as a whole and many large costs can be shared by all clients. The Court will often order that a percentage of a client's gross settlement be paid towards common benefit costs that were incurred. In addition, if there are shared client expenses that benefit all of Counsel's clients specifically (rather than all clients in the related cases), those costs will be apportioned equally among Counsel's clients.

• Aggregate or Lump Sum Settlements - In mass tort or multi-plaintiff cases, defendants sometimes offer a "global" or aggregate settlement amount to resolve all of the clients' claims in the case. There is a potential for conflicts to develop concerning the settlement of multiple clients' claims, including but not limited to the following:
  
  
  • The severity of each client's damages may differ and the value of some clients' claims may significantly exceed the value of other clients.
    
    
  • Defendant(s) may offer a lump sum or global settlement amount rather than allocate a separate settlement for each individual client;
    
    
  • It is possible a dispute could arise between the various clients concerning the willingness to accept an aggregate settlement offer; and
    
    
  • Clients may differ on whether to settle claims and on what terms.
    
    
• Interest Accrued on Attorney's Fees - In some cases where a global or aggregate settlement is reached, the total amount owed to clients, including amounts owed for attorney's fees, is placed in a Qualified Settlement Fund or an interest-bearing account ordered by the Court pending disbursement to the clients. Client agrees that in the event that Client's gross settlement proceeds are placed in an interest-bearing account from which interest accrued is paid out to the parties, any interest accrued on the portion of the gross settlement proceeds that are owed to Counsel as attorney's fees may be paid to Counsel.

• Withdrawal - Each client has the absolute right to terminate Counsel's representation at any time for any reason, regardless of what the other clients may decide to do. In the event of a dispute among clients in which Counsel cannot continue to competently represent the divergent interests of all of the clients, such as where one or more clients dissent from a proposed settlement, Counsel may need to withdraw from the representation of all or some of the clients as permitted by the applicable Rules of Professional Conduct. To the extent permitted by law, Client provides advance consent that Counsel may continue to represent one or more of the other clients in this matter, should Client's Attorney-Client relationship terminate. Should Client's consent to continued representation of another client be required, Client agrees to reasonably consider a request to waive such a conflict for any matter that is legally and factually unrelated to legal services Counsel has agreed to provide in the Agreement; and Client shall not unreasonably withhold consent to such waiver request.

Based on the above disclosures and the terms of this Agreement, Client understands and agrees that Counsel may represent other clients, as well as Client, in making such claims against a common adversary. Client also agrees to timely notify Counsel of any circumstances that Client believes create, or could create, a disagreement or dispute between Client and any other client or between Client and any attorney.

V. Reimbursement/Lien Issues. Client understands that Counsel may be required, on behalf of Client, to satisfy insurance and/or medical liens against Client's recovery at the time of settlement. Client agrees to keep Counsel informed of the nature and extent of all bills, liens, and related correspondence from any health care provider or insurance company. Client agrees that Counsel may retain specialized lien counsel/experts to assist with the resolution of Client's liens, with the costs of such lien resolution assistance to be paid out of Client's share of the recovery, to the extent permitted by law.

VI.Medicare/Medicaid. Client understands that current Medicare/Medicaid laws and regulations may require Counsel to compromise, settle or execute a release of Medicare/Medicaid's reimbursement claim before distributing any verdict or settlement proceeds. Client further understands that the Counsel may be required to take steps to determine if such reimbursement claims exist even if Counsel has received no such notice from Medicare/Medicaid prior to any verdict or settlement.

VII. Recovery. Client authorizes Counsel to collect or receive all recoveries by way of settlement, judgment, or other basis. Counsel is authorized to deposit all recoveries in its client trust account, and disburse Client's share after accounting for Attorney's fees, costs and expenses incurred, and resolution of valid and applicable liens.

VIII. Association of Additional Counsel. Counsel may decide to seek assistance from additional lawyers in prosecuting this matter. Client will not pay any additional attorneys' fees should additional counsel be retained.

IX. Other Specialized Counsel. Client authorizes Counsel to retain outside probate and/or bankruptcy counsel on Client's behalf if Counsel deems such services necessary. Client understands and agrees that such counsel will bill Client (in care of Counsel) separately for its services and for reimbursement of its reasonable costs and expenses. However, Counsel may advance such fees and expenses to probate and/or bankruptcy counsel, as well as any third-party intermediary connecting Client with probate and/or bankruptcy counsel, and Client agrees to reimburse Counsel for those advances (or, if applicable, for Client's proportionate part of those advances) from Client's recovery, if any. Client understands that these services may jointly benefit multiple clients, and if SO the fees and expenses may be divided equally or pro rata among such clients.

X. Client's Responsibilities. You agree to cooperate fully with Counsel and promptly provide all information known or available to You relevant to Counsel's representation, including but not limited to providing information requested in a timely fashion; cooperating in scheduling and related matters; responding to telephone calls and correspondence in a timely manner; and informing Counsel of changes in Your contact information. We will need your active participation in your case by providing information and/or documentation. It is imperative that we receive all requested information and/or documentation in a timely matter, usually within 5-30 days from the date of the request, and sometimes sooner. We will make at least two (2) attempts to follow up you on requests made. In the event you become unresponsive to requests, or continue to ignore requests, we will assume you no longer require our services, and we reserve the right to terminate this engagement at that time.

XI. Confidentiality. Communications between Client and Counsel are confidential. Such communications may also be subject to the attorney-client privilege, which means that only You, our law firms, and any third parties employed to assist with this matter would be entitled to know the contents of such communications. If our communications are shared with any outside third party, the attorney-client privilege may be lost, and the communications may be disclosed to an opposing party or others. To protect this confidentiality, Client shall refrain from publicly discussing this claim or sharing our communications with a third party without consulting with Counsel first. This includes any emails, texts, or social media posts, which may be subject to discovery even in a private or restricted access security setting.

XII. Attorney Work Product. Client agrees that the files and papers compiled by Counsel in connection with its investigation and prosecution of the Claim constitute the work product and property of Counsel over which Counsel have complete control with respect to use and/or disclosure of such work product. XIII. Power of Attorney. Client hereby grants to Counsel a limited Power of Attorney for the purpose of representing Client in the matter outlined in this Agreement. This power of attorney is limited to the following:

• Financial Matters - Counsel is authorized to receive funds related to the matter, deposit them into a client trust account, and disburse them as appropriate, including but not limited to payment of costs and expenses, and payment of fees to Counsel as agreed upon in this Agreement.
  
  
• Settlement Negotiations - Counsel is authorized to negotiate and settle the matter, including, but not limited to, accepting or rejecting settlement structures, such as though bankruptcy or global settlement. Client understands that Counsel cannot bind Client to a final settlement without Client's express written consent.
  
  
• Other Authorized Actions - Counsel is authorized to take any and all action necessary to fully prosecute Client's case, including but not limited to signing and dating documents on behalf of Client and requesting information from third parties.

This Power of Attorney is effective upon the execution of this Agreement and shall remain in effect until the matter is resolved or the Client terminates the representation. By signing this agreement, Client acknowledges that they have read and understand the limitations and scope of this Power of Attorney and that they have the right to revoke it at any time.

XIV. Document Retention. At the conclusion, this matter will be closed, and attorney will retain a client file of client matters for a period of seven years. Attorney may store some or all client file materials in a digital format. In the process of digitizing such documents, any original paper documents provided by client will be returned to client, if requested in writing. Any copies of paper documents provided by client will not be returned to client unless client requests such copies in writing. After any or all paper documents are digitized, Attorney will destroy all paper documents in the client file, subject to the exceptions noted above. At the expiration of the seven-year period, Attorney may destroy all client file materials. This clause applies to any client file materials being held or stored by a third-party vendor. Attorney reserves the right to charge reasonable administrative fees and costs associated with researching, retrieving, copying and delivering such files, as delineated on the first page of this agreement.

XV. Notice. All notices under this Agreement must be given in writing by email. Counsel will give written notice to Client via the email address provided by Client, and Client shall send written notice to the following email address: mkeyes@smith-law.org.

 

XVI. Termination. This Agreement will automatically terminate upon final resolution or legal disposition of the Claim. Client may terminate the Agreement at any time for any reason by written notice to Counsel. Counsel may terminate this Agreement and/or withdraw from representation of Client for any reason, including if Client fails to abide by the responsibilities and duties listed herein. If Client or Counsel terminate the Agreement prior to final resolution/disposition of the Claim, Counsel shall be entitled, pursuant to Section II and III above, to be:

• Reimbursed for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained; and
  
  
• Paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to Counsel from any recovery in the Claim.

XVII. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part SO found, and not the entire Agreement, shall be considered invalid.

XVIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws in the State of Mississippi, without regard to its choice-of-law provisions.

XIX. Dispute Resolution. Any disputes relating to interpretation, enforcement or alleged breach of this agreement shall be submitted to binding arbitration in Ridgeland, Mississippi, under the auspices of the Judicial Arbitration and Mediation Services, Inc. Judgment on any arbitration award may be entered by any court of competent jurisdiction. This includes any derivative claims, inclusive of legal negligence, fraud, duress, misappropriation of funds, or any other claims against Counsel, its partners, associates, or other representatives, arising out of the legal services made the basis of this contract.

XX. Entire Agreement. This Agreement constitutes the entire agreement between Client and Counsel hereto with respect to the subject matter contained in this Agreement, and it supersedes all prior agreements, understandings, and negotiations between Client and Counsel.


SIGNATURE PAGE FOLLOWS

Client acknowledges that Smith has made no representations to Client regarding the outcome of this matter. Client acknowledges that Smith has not represented Client in connection with Client's decision to enter into this Agreement, and Client has the right and is encouraged to retain separate, independent counsel for consultation in connection with this Agreement, including a review of this Agreement.

By signing below, Client acknowledges they have carefully read and understood the contents of this Agreement, and they agree to be bound by all its terms.