[DATE]

VIA ELECTRONIC MAIL

[INDIVIDUAL]

General Counsel

[COMPANY]

____

____

Re: Terms of Engagement

Dear [INDIVIDUAL] and [INDIVIDUAL]:

First and foremost, thank you for the opportunity to work with the two of you on the corporate and project development work for [COMPANY], an Idaho limited liability company. (“[COMPANY]”). Further, I look forward to working with you on any additional items or other transactions as you see appropriate that may be involved (collectively, the “Work”). As we have discussed, and as is good policy, this letter is to confirm the terms and conditions of our understanding and my agreement to represent [COMPANY] with the Work.

Scope of Services: When signed and returned to me, this letter shall constitute an agreement to provide representation, as deemed necessary by you and upon discussion and consent, in connection with: (1) general corporate and operational work for [COMPANY]; and (2) certain project development work as may be requested from time to time.

Work Assignments: While I shall be responsible for all aspects of the representation, to the extent other lawyers or professionals with whom I am familiar may be required or involved, as your needs may indicate, we can discuss such situations and determine the best path forward at that time, if at all.

Fees and Costs: I shall invoice you for services at a rate of$[AMOUNT] per hour. Invoiced amounts should be paid on or before the tenth (10th) day of the month following such invoice and tendered via check at the address above (naturally, account information for purposes of wiring said funds can be provided as well). I shall make every effort to ensure that any and all work is handled in an efficient and cost-effective manner with timely invoices as well.

Invoices: Invoices are payable upon receipt. Though I do not expect there to be any, billing concerns are best resolved promptly while the activities are easily recalled or addressed appropriately. Even though I do not anticipate any issues, communication regarding billings is important. For that reason, I encourage you to carefully read any invoices and promptly notify me (via e-mail) of any errors, claimed errors or discrepancies, as soon as possible, but within thirty (30) days from the date of the invoice in question. The absence of any notification, however, shall confirm that we both agree to the correctness of the billing.