Foreign Firm Legal  Services Agreement

LEGAL SERVICES AGREEMENT

FOREIGN LAW FIRMS

 [Firm Name]
[Address – Main Firm Location]  
[City, Country]

 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 applicable policies, requirements, practices and procedures set forth in the FDIC's Outside Counsel Deskbook, incorporated herein by reference, as from time to time amended (“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 provisions, requirements and policies identified in the Deskbook that apply to your firm; and (iv) all information submitted in connection with your registration with the FDIC 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 in US currency 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.

 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 the 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 and all notices to the Legal Division shall be sent to Legal Division, Federal Deposit Insurance Corporation, Attention: Legal Services Group (LSG), 3501 Fairfax Dr., Arlington, VA 22226.

 The parties expressly agree that the laws of the United States of America will govern and control this agreement.  The parties also expressly agree that any legal action arising under or in connection with this agreement is subject to the exclusive jurisdiction of the U.S. District Court for the District of Columbia or the U.S. District Court for the Northern District of Texas.