Form 5210/13 Legal Services Agreement

OMB Number: 3064-0122
Expiration Date: 01/31/2023

Federal Deposit Insurance Corporation
550 17th Street, NW, Washington, D.C. 20429-9990
Legal Division

PAPERWORK REDUCTION ACT NOTICE
Public reporting burden for this collection of information is estimated to average 0.25 hour per response, including the time for
reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing
the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to the Paper Reduction Act Clearance Officer, Legal Division, Federal Deposit
Insurance Corporation, 550 17th Street, N.W., Washington, DC 20429, and the Office of Management and Budget, Paperwork
Reduction Project (3064-0122), Washington, D.C. 20503. An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid OMB control number.

Federal Tax ID Number:

LEGAL SERVICES AGREEMENT
This Legal Services Agreement between your firm and the Legal Division of the Federal Deposit Insurance
Corporation (FDIC) in all capacities governs all legal services rendered to the FDIC. This is not a referral or
engagement for legal services. Referrals are made pursuant to this agreement by Legal Division attorneys with
delegated authority and may be accompanied by supplemental requests or instructions.
Our relationship also will be governed by and subject to the policies, requirements, practices and
procedures set forth in the FDIC's "Outside Counsel Deskbook" previously provided to you and incorporated herein
by reference, as from time to time amended (the "Deskbook"). You represent, warrant and covenant that (i) your firm
has no conflict with the interests of the FDIC or the former Resolution Trust Corporation that has not been disclosed
in writing to the FDIC; (ii) you will advise us immediately of all conflicts that develop in the future; (iii) each of the
attorneys and paraprofessionals in your firm who provides services to the FDIC has reviewed, understands and
agrees to act strictly in compliance with all provisions, requirements and policies(including statutory and regulatory
provisions) identified in the Deskbook; and (iv) all information submitted in connection with your registration with the
Legal Division is and remains accurate and complete, and that you will advise us promptly in writing of all changes
affecting such submission.
Your firm agrees to provide legal services in accordance with the fee or hourly rate structure (for each
attorney and paraprofessional assigned to work on FDIC matters) set forth on the attached schedule(s), which may
be amended only by written consent of the Legal Division. We agree to process for payment all undisputed invoices
submitted by the firm in proper order promptly upon receipt. Absent extraordinary circumstances, the FDIC will not
pay invoices submitted over one year from the date that services are rendered.
In addition, your firm agrees to provide and/or participate in training, seminars or other presentations in your
firm's areas of expertise, as needed, for the benefit of the FDIC Legal Division. Your firm further agrees that the
FDIC will reimburse for out-of-pocket expenses only with regard to these activities.
This agreement shall remain in effect for two years from the effective date set forth below subject, however,
to earlier termination by the Legal Division without cause or advance notice. In the event your firm is providing
services under any referrals as of the expiration date of this agreement, this agreement shall continue for the sole
purpose of completing such referrals under these same terms and conditions until the earliest date:
(i) all such referrals are completed; (ii) your firm and the FDIC execute a new Legal Services Agreement; or (iii) the
FDIC exercises its right to terminate this agreement. Upon termination, you agree to comply with the provisions set
forth in the Deskbook and to forward upon demand of the Legal Division all files and documents concerning all FDIC
engagements, including all work products of your firm.
All notices to you pursuant to this agreement shall be sent to the address indicated above, and all notices to
the Legal Division shall be sent to the Legal Division, Federal Deposit Insurance Corporation, Attn: Outside Counsel
Management Group, at VS-E-6097, 3501 Fairfax Drive, Arlington, VA 22226.
ACCEPTED AND AGREED
Effective Date:
(Name of Firm)

FDIC 5210/13 (7-21)

(Authorized Signature)

(Authorized Legal Division Signature)

(Name and Title)

(Name and Title)
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