The purpose of this letter is to confirm the services to be performed and will set forth the terms and conditions upon which I am prepared to represent you. Under the California Business and Professions Code Section 6148, it is necessary for me to set forth the terms of our agreement in writing.
- Scope of Work. I will be assisting you in connection with both your current legal matter as well as any ongoing matters thereafter.
- Fees for Legal Services. Our fees are generally determined based upon the amount of time spent providing services to you at our firm’s then-applicable hourly billing rate, currently $425/hour. For matters that are billed on a hourly basis, time is billed to the nearest one-tenth hour, rounding both up and down. We also do certain projects on a fixed fee basis. Our fixed fees and hourly rates are subject to change without notice, but are usually adjusted once per year. If we ever produce records or testify under subpoena with regard to your representation, you will compensate us at our normal billing rates for our costs and the time required to prepare for and provide such testimony or records (including the cost of counsel to defend any depositions).
- Legal Services Rendered. Please note that as we sell no products but only our time, during the term of this agreement, we will charge for any and all activities undertaken in providing legal services to you hereunder, including, but not limited to the following: reviewing/sending of email communications; telephone calls; in-person conferences, including preparation and participation; reviewing/drafting of legal documents; legal research; travel time to and from conferences and/or any court appearances; and follow up work to any initial flat fee project. You agree to be responsible for and to pay my firm the foregoing fees as well as the expenses discussed in Paragraph 4 below, and reimburse the firm for any such costs, expenses, or advances that are not provided for by any retainer. You acknowledge that the firm has made no promises about the total amount of attorney’s fees to be incurred by you under this Agreement, but only the amount or range quoted for a specific project.
- Expenses. Apart from our hourly fees for performing legal services, you will incur certain other out-of-pocket expenses in connection with our legal representation. These may include various postage, overnight mail and messenger costs, long distance telephone charges, facsimile charges, photocopying services, word processing charges, computerized research, travel expenses, filing fees, recording fees and other miscellaneous expenses that may arise. All expenses will be charged at our cost and you will be billed for any such costs with your monthly invoices.
- Use of Other Professionals. Should we deem it necessary, and after first discussing the matter with you, we shall be authorized on your behalf to engage the services of investigators, tax specialists, consultants or other attorneys to consult and assist in various matters. Their fees shall be in addition to the fees charged by our firm.
- Deposit For Fees and Costs. It is our standard practice to request an advance payment or “retainer” when initiating work on a specific matter. When this retainer is depleted, we will require that you make an additional payment to cover future fees and expenses.
- Credit Card Payments. For your convenience we will accept any payment via credit card. Please note that in the event payment on an invoice has not been received by the 15th day of the month, our policy is to automatically submit such for credit card payment. *Please note that we accept VISA, MasterCard, and bank ATM cards.
- Billing Statements. We shall submit periodic monthly statements (no less frequent than once per month) which will itemize all services performed and costs incurred. If my fees and costs exceed the amount advanced therefor, payment for any additional amounts billed will be due upon receipt of such invoice. If any invoice is not paid in full within fifteen (15) days from the date of the invoice, we reserve the right to discontinue our representation.
- Late Charges. Should your account become delinquent, you will be charged interest on the principal balance (fees, costs, disbursements) in an amount equal to 12% per annum; 1% per month. This amount will be added to your monthly statement. The unpaid balance will bear interest until paid.
- Our Legal Advice. While we will endeavor to provide you with sound legal advice, it is very difficult to predict the outcome of legal matters. Therefore, nothing in the Agreement or in our communications with you will constitute a promise of guarantee as to the outcome of your legal matter, but only expressions of our professional judgment. For example, if we file a trademark application for you, there is no guarantee that a registration will result, or that if a registration issues, it will be construed in a particular manner.
- No Tax Advice. During the course of our representation, it is important for you to note that we do not render any tax advice on business matters and transactions. You will need to check with your own competent tax professionals to ascertain how our recommendations will impact your and your business from a tax perspective.
- Responsibilities of Law Firm and Client. Our firm will perform the legal services called for under this Agreement, keep you informed of progress and developments, and respond promptly to your inquiries and communications. You in turn agree to be truthful and cooperative with our firm, keep us reasonably informed of developments and of your current address, telephone number and whereabouts, and timely make any payments required by this Agreement.
- Security Interest. As security for payment of our professional fees and costs, you hereby grant us a security interest in and lien on (i) your intellectual property that is or has ever been the subject of our representation and all files and records relating thereto, (ii) any recoveries from litigation involving such intellectual property, including, without limitation, any judgments, amounts paid in settlement, insurance proceeds and any awards of attorneys’ fees and costs, and (iii) any other proceeds of such intellectual property (collectively, the “Collateral”). This lien attaches on the date that you sign this Agreement. Further, we may file and/or record any documents that we deem appropriate to evidence and/or perfect such lien at any time that your account is sixty (60) or more days overdue. Our lien secures the outstanding sums owed to us during and at the conclusion of the performance of our services. In connection with the lien, you hereby appoint us as your attorneys-in-fact with full authority to execute, file and/or record any documents necessary to evidence or perfect our lien and to assign the Collateral to us in the event of default by you. You represent to us that you have not granted any security interest in the Collateral to any third party. Before signing this Agreement, you should recognize your right to seek independent counsel of your choice with respect to the granting of a security interest described in this paragraph.
- Mediation/Arbitration of Disputes. In the event a dispute arises out of or relating to any aspect of this Agreement between us, or the breach thereof, and if the dispute cannot be settled through negotiation, you agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or other dispute resolution procedure.
By initialing this arbitration provision, the parties are agreeing to have any and all disputes (except where you may request arbitration of a fee dispute by the State Bar or local bar association as provided by Business and Professions Code Sections 6200, et seq.), that arise out of or relate to this Agreement, including, but not limited to, claims of negligence or malpractice arising out of or relating to the legal services provided by our firm to you, decided only by binding arbitration in accordance with the rules of the JAMS of Orange County, California and not by court action, except as provided by California law for judicial review of arbitration proceedings. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall each have the right of discovery in connection with any arbitration proceeding in accordance with Code of Civil Procedure Section 1283.05.
IN AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES HERETO ARE SPECIFICALLY GIVING UP: (I) ALL RIGHTS THE PARTIES MAY POSSESS TO HAVE DISPUTES DECIDED IN A COURT OR JURY TRIAL; AND, (II) ALL JUDICIAL RIGHTS, INCLUDING THE RIGHT TO APPEAL FROM THE DECISION OF THE ARBITRATOR(S). IF ANY PARTY HERETO SHOULD REFUSE TO SUBMIT TO ARBITRATION, SUCH PARTY MAY BE COMPELLED TO ARBITRATE UNDER CALIFORNIA LAW. THE PARTIES ACKNOWLEDGE THE ABOVE, AND THAT THIS MUTUAL AGREEMENT FOR BINDING ARBITRATION IS VOLUNTARY.
By signing below, you confirm that you have read and understand this provision, and voluntarily agree to binding arbitration. In so doing, you voluntarily give up important constitutional rights to trial by judge or jury, as well as rights to appeal. You are advised that you have the right to have independent counsel review this arbitration provision, and this entire Agreement, prior to initialing this provision or signing this Agreement. - Waiver of Confidentiality for Certain Transmissions. During the course of our legal representation, we may have occasion to communicate with you via cellular telephone, facsimile transmission and E-mail. You understand and that such forms of transmission are inherently susceptible to being received or listened to by unintended third parties. If you wish to encrypt your communication with us for security reasons, please E-mail us with your request, and we will work with you to establish encrypted communications. Absent such a request, you agree that there is a reasonable expectation of secrecy in our E-mail communications to preserve your confidences.
- Expressions of Opinion and Estimates. Nothing is this letter agreement and nothing in our statements to you should be construed as a promise or guarantee of the outcome of any particular matter as to which we provide legal services or representation. We make no such promises or guarantees. Any comments by an attorney about the outcome of your matters are expressions of opinion only. Additionally, any estimate of fees given by us (except for a flat fee) shall not be a guarantee and the actual fees may vary from the estimates given.
- Discharge and Withdrawal. You may discharge our firm at any time; likewise we may withdraw with your consent or for good cause. Good cause includes any breach of this Agreement, your refusal to cooperate or to follow our advice on a material matter or any fact or circumstance that would render our continued representation unlawful or unethical Following termination of our engagement, upon your written request, we will return your papers and property in our possession, provided that (i) we receive your written request within two months after termination of our engagement and (ii) we will retain our files, including lawyer work product, pertaining to the work performed. In order to minimize unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such items retained by us within a reasonable period of time after the termination of each matter or the termination of the engagement unless you have made other arrangements with us in writing.
- Miscellaneous. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of us. This Agreement contains the entire Agreement of our representation. No other agreements, statement, or promise made on or before the effective date of this Agreement will be binding on the parties hereto. 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. You should understand that this Agreement will not take effect, and we shall have no obligation to provide legal services, until you have returned a signed copy of this Agreement.
We appreciate your consideration of our firm and look forward to working with you on this matter.
BANKRUPTCY S.O.S.
(Bankruptcy S.O.S. is a division of Klein Law Corp.)