RETAINER and SERVICE AGREEMENT

 This Retainer and Service Agreement ("Agreement") is made effective as of _________________ by and between Miller Investigations LLC ("Service Provider") in the State of Arizona and _____________________________________ (Client") of _______________________________.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following provisions:

 1. DESCRIPTION OF SERVICES. The Service Provider will provide the following services (collectively, the "Services"):

**PLEASE INITIAL ALL APPLICABLE SERVICES**

a) criminal investigation ____

b) trial preparation ____

c) surveillance ____

d) competitor research ____

e) fraud detection ____

f) marital or custody dispute ____

g) locate person(s) or asset(s) ____

h) interviews of witnesses or other persons of interest ____

i) subpoena service and/or records search ____

j) evidence/property disposal and/or ___

k) employment background checks (pre-employment and re-examination) ____

l) other: ____ __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Furthermore, Service Provider will consult with the client about the preferred courses of action but will always utilize its experience to guide how the case will be conducted and how the services will be performed.

2. TERM/TERMINATION. This Agreement may be terminated by either party upon verbal or written communication to the other party.  Furthermore, the Service Provider can terminate this Agreement "at will."

3. RETAINER AND CLIENT EXPENSES. _________________ is required to pay a retainer to Service Provider as an advance on future services to be provided ("Retainer Fee") before Service Provider will begin work. This retainer amount is non-refundable even if no services are completed at the request/cause of Client for the duration of the Agreement. Client agrees that any “chargebacks” or charge disputes after services have been rendered by Service Provider are invalid.

_________________ will pay a retainer to Service Provider for the services in the amount of $______________. This fee shall be payable in advance upon execution of this Agreement. Service Provider shall bill first to the retainer. Additional retainer funds in the amount of $500.00 will be required when prior retainer funds have been expended.

Services will be billed at the rate of $95/hour agreed upon by Service Provider and Client (client signature required) __________________________________________________.       

NOTE:  All additional costs such as lodging expenses, venue and/or event admissions, court expenses, records search expenses, notary expenses, any role-associated expenses, outside contract expenses, etc., fuel surcharges for mileage in excess of 75 miles at the rate of the General Services Administration mileage rate, any special access or utilization fees and permits, and special equipment or services fees required outside of services already available to the Service Provider will be paid by the client only after written and/or verbal consent by the client. Documentation of ALL expenses will be provided by the service provider. 

Client Initials: _______

Service Provider holds no fiduciary responsibilities to the Client, and monies are owed to the Service Provider regardless of what the services reveal or produce in terms of the outcome. Client understands that the Service Provider cannot guarantee service outcomes and results of investigations.

Client Initials: _______

4. EXPENSES. No other fees and/or expenses will be paid to Service Provider unless such fees and/or expenses have been approved in advance by the Client in writing.

5. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of, or relating to, this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure:

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation in the State of Arizona. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Arizona. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Arizona.

6. WAIVER OF BREACH. The waiver by Client of a breach of any provision of this Agreement by Service Provider shall not operate or be construed as a waiver of any subsequent breach by Service Provider.

7. INDEPENDENT CONTRACTOR STATUS. It is understood by the parties that Service Provider is not an employee of Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Service Provider. Service Provider, under the code of the Internal Revenue Service (IRS), is an independent contractor and neither Service Provider's employees nor contract personnel are, or shall be deemed, Client’s employees.

8. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) Client has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) Client has or retains the right to stop work done improperly. Service Provider has no right to act as an agent for Client and has an obligation to notify any involved parties that it is not an agent of Client.

9. CONFIDENTIALITY. Service Provider may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of Client. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of Client, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of Client, and any and all trade secrets, customer lists, or pricing information of Client. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of themselves, or divulge, disclose, or communicate in any manner any Confidential Information. Service Provider will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by Service Provider during the term of this Agreement.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

10. TITLE AND COPYRIGHT ASSIGNMENT.

a. Service Provider and Client intend this to be a contract for services and each considers the products and results of the Services to be rendered by Service Provider hereunder (the "Work") to be work made for hire. Service Provider acknowledges and agrees that the Work (and all rights therein including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the Client.

b. If the Work is one to which the provisions of U.S.C. 106A apply, Service Provider hereby waives and appoints Client to assert on Service Provider's behalf Service Provider's moral rights or any equivalent rights regarding the form or extent of any alteration of the Work (including, without limitation, removal or destruction) or making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions of the Work, in any medium, for the Client's purposes.

c. Service Provider agrees to execute all papers and to perform such other proper acts as the Client may deem necessary to secure for the Client or its designee the rights herein assigned.

11. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Arizona.

12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.

14. SIGNATORIES. This Agreement shall be signed by ______________________and by Eric Miller, Owner and Head Investigator on behalf of Miller Investigations LLC. This Agreement is effective as of the date first above written.

CLIENT:

By: _______________________________ Date: _________________

Print: ____________________________________________________

SERVICE PROVIDER:

By: ______________________________ Date: _________________

Eric Miller, Owner and Head Investigator, Miller Investigations LLC