MEGAN ZAVIEH (“Attorney”) and Client (hereinafter “you” or “Client”) hereby agree that Attorney will provide legal services to Client on the terms set forth below.

1. CONDITIONS. This Agreement will not take effect, and Attorney will have no obligation to provide legal services, until Client returns a signed copy of this Agreement and pays the fee called for under Paragraph 3.

2. SCOPE OF SERVICES. Client hires Attorney to provide legal services in the following matter: Review of Client’s Moral Character Application to State Bar of California Committee of Bar Examiners. Attorney will review Client’s draft moral character application and provide guidance, feedback, and edits to finalize the application for Client’s signature and submission. Attorney’s services do not include representation before the Committee of Bar Examiners, nor do they include services after submission of the application to the Committee of Bar Examiners. Should additional services be requested, a further agreement must be signed by the parties. In the absence of a further agreement, follow up services related to filed applications will be charged at Attorney’s hourly rate of $450/hour.

3. FLAT FEE. Client agrees to pay Attorney a flat fee of $950.00 before commencement of services.

This fee is fixed and does not depend on the amount of work performed or the results obtained. Client acknowledges that this fee is negotiated and is not set by law. Client further acknowledges Client’s right to require that this fee be held in a designated attorney-client trust account until the fee has been earned. Pursuant to California Rule of Professional Conduct 1.15(b), Client agrees that this fee may be deposited in Attorney’s operating account; Client further agrees that the fee is earned in its entirety upon Attorney providing to Client the first complete round of edits and comments on the moral character application, no matter the existence of any further work required to finalize the draft response.

Either party may terminate the representation at any time, subject to Attorney’s obligations under the Rules of Professional Conduct and the approval of the court if the matter is in litigation. If the representation is terminated before Attorney has provided all legal services described in this Agreement, Client may be entitled to a refund of all or part of the flat fee based on the value of the legal services performed prior to termination.

4. HONESTY, COOPERATION, AND COMMUNICATION. Client agrees to be truthful with Attorney, to cooperate, to keep Attorney informed of any information or developments which may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time, and to keep Attorney advised of Client’s address, telephone number, email address and whereabouts. Client will provide Attorney with all necessary information and documents and will appear when necessary at legal proceedings. Client agrees to keep Attorney fully informed of all communications and developments within a reasonable time of Client’s receipt of knowledge of the same.

5. COSTS AND OTHER CHARGES. No costs are expected to be incurred in this matter, nor is any travel anticipated. If any such expenses do become necessary, Client agrees to reimburse Attorney for all expenses incurred. Attorney agrees not to incur any expenses without prior approval from Client.

6. ATTORNEYS’ FEES CLAUSE. The prevailing party in any action or proceeding arising out of or to enforce any provision of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code Sections 6200-6206, will be awarded reasonable attorneys’ fees and costs incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.

7. DOCUMENT DESTRUCTION POLICY. It is Attorney’s policy to destroy client records six years from the date on which the file is closed. The file is deemed closed upon final resolution of the matter. Client is advised to request a copy of Client’s file upon closure of the matter.

8. DISCLAIMER OF GUARANTEE. Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as a promise or guarantee about the outcome of the matter. Attorney makes no such promises or guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion only.

9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

10. EFFECTIVE DATE. This Agreement will govern all legal services performed by Attorney on behalf of Client commencing with the date Attorney first performed services in this matter. The date at the beginning of this Agreement is for reference only. Even if this Agreement does not take effect, Client will be obligated to pay Attorney the reasonable value of any services Attorney may have performed for Client.