This document is our proprietary and confidential electronic version of our firm engagement letter.
You may submit this document to our firm electronically or physically, but you are not a client of the firm unless you receive a physically counter-signed copy of this letter, or a confirmation email confirming that your account has been accepted and established.
Thank you for asking Technology & Entrepreneurial Ventures Law Group, PC, to begin providing legal representation for you with regard to your legal matters. We are pleased that you have confidence in our ability to effectively represent you.
The purpose of this letter is to comply with the professional rules of conduct for attorneys and to confirm our understanding with regard to your representation, provided, of course, that we accept representation by returning a written confirmation.
For ease of administration, the issues addressed in this letter generally reflect the established office procedures. However, it is and will always be our goal to accommodate you; therefore, before signing, please let us know in writing if you require any particular adjustments. Invoices of the firm may reference these terms for consideration of future services, which you agree are applicable to those services rendered on your account in the then-current version.
Rates and Fees
LLC’s, Incorporations, MarkAssure®
Notwithstanding hourly rates, this firm will often perform business incorporations/LLC setups for a fixed fee for a single owner. That fee will be discussed with you personally, but includes the time to prepare and sign the documents, S-corporation filings if elected, and Federal ID number application, as well as the usual out-of-pocket costs such as: the filing fees, legal notices, certificates, and a name availability search (not a trademark search) at the respective corporation bureau. In line with the firm’s commitment to e-commerce and digital documentation, the firm no longer purchases company seals or physical minutebooks; these are available for an extra fee. If there will be multiple owners, we strongly recommend a buy/sell agreement and respective written compensation arrangements, which would be in addition to the setup fee. Any special or unusual structuring and reorganization work is in addition to the fee. If you will not initially have an office in the Commonwealth of Pennsylvania, it is generally required by law that you maintain and office or otherwise engage a professional registered agency company, which is in addition to the fee. Except as aforesaid, the fee does not include any other tax-related filings, such as local filings and the PA-100 usually handled by accountants. Also, any trademark work is additional. The firm was and remains a significant contributor with ownership or other stake in MarkAssure trademark monitoring services, which was first developed as an internal client service. These services are now treated separately from the law office and the firm or its affiliates may have commission systems for sales representatives; however, MarkAssure monitoring does not render legal advice, and payments for MarkAssure is not the rendering of legal advice. Any MarkAssure Assurance Reports and USPTOLink subscriptions can or will continue whether or not you are a client of the firm.
Conflicts of Interest
When we are asked to assist with setting up a business entity, we generally represent that business entity and not the principals. However, in the case of a majority shareholder, or pre-existing client, we might be not be representing all principals. Irrespectively, in the event of a dispute between or among the principals, without limiting other options, the firm always reserves the right to withdraw its representation. However, the firm may, from time-to-time, represent each of individuals individually as long as we believe that there is no conflict of interest regarding the business entity or any of the other principals, and we confirm the same in writing.
The firm represents many commercial enterprises, some of them are direct or indirect competitors of each other. We do not notify you prior to, at or after any engagement of any other such entities, unless there is a direct adverse interest, such as a dispute or some other special circumstance. For example, without notifying you, the firm may represent two restaurants in the same locale or building. Prior to engaging the firm, you are certainly entitled to ask the firm about its current and intended future engagements and request that the firm tailor its engagement with you or otherwise limit its engagements (that would need to be in writing); however, you should know that the firm would not generally accept engagements with that level of client overhead unless the engagement was a significant opportunity for the firm.
Payments and Retainers
Billing and Payment. The firm no longer invoices by paper, but only by electronic mail to your email on file provided to the firm. With regard to billing, you will be provided with emailed computerized invoices which will customarily contain a brief description of each item of work performed, the individual performing the services, and the date when performed. INVOICES ARE DUE UPON RECEIPT. If invoices are not paid within 20 calendar days, then you will be responsible for the costs of collection plus attorney fees and interest. The firm also reserves the right to “recapture” any courtesy “no-charge” items and to charge a re-invoice late collection fee for “interest only” invoices. Interest automatically accrues at the lesser of the highest legal rate or 1.5 percent per month on the unpaid balance, and we must reserve the right to withdraw from representation, and you hereby consent to our withdrawal of representation, at any time for non-payment of invoices. Credit card payments are subject to 3.5%-5% administrative change and may be on the credit card charge but not on the firm’s receipt (since the charge is post-billing).
Autopay. Clients can elect “autopay,” in which case the invoice will be cleared by the payment method on file either prior to the invoice (thereby a “zero invoice”) or immediately after the invoice issues (“post paid”). Autopay avoids interruption in service, collection costs, administrative charges, and interest fees. Clients on Autopay and who pay on receipt of invoices are usually placed into a preferred “Platinum” status.
Please contact us if you ever have any questions concerning your invoice. You can also email us at clientbilling@tevlaw.com.
If the client is any limited liability entity, then the signatory is and remains a guarantor for payment, and the signatory hereby represents and agrees being an authorized agent for all owners/organizers and/or incorporators who the signatory agrees are also be personal guarantors for all payment obligations as if and as a signatory hereto. If we establish any new entity, the person or company requesting the establishment of the new entity guarantees and remains personally liable for the payment of invoices.
Occasionally, a current client, by the signatory below or another person with authority, will have the firm establish a new entity. In such cases, the firm may or may not have the new client execute another engagement form. The firm reserves the right not to have the new entity sign another engagement form. In such cases, the signatory hereto remains a personal guarantor for services of the new entity, and the new entity shall be bound exclusively by the terms and conditions hereof, being the only terms upon which the firm accepts engagements unless otherwise agreed in writing. For example, if you engage us to form Company A, we may require that you complete an engagement form, but these terms are also applicable if you request that we form Company B whether or not we re-address the terms of engagement.
Certain services are required beyond an engagement as a matter of professional responsibility and remain billable. For example, but not limitation, in a divestiture of intellectual property, the firm may be responsible to withdraw of record with the court or administrative agency. The time required for post-engagement take-down services remains billable. The time to recover any post-engagement files is billable.
Advances and Retainers. It is the office policy to accept a reasonable advance retainer for new clients. In your particular case, your retainer, if any, will be requested by your attorney prior to establishing the engagement. Payment of a retainer is not a fixed fee, and it is not an estimate of the ultimate amount for legal services or expenses; it is an advance against future fees. For clients who are physically out of state, and for litigation matters for which we appear in court, we require a minimum “retainer reserve,” which must be replenished if any portion is applied against invoices. That is, you provide an advance retainer which we draw against, but when the balance becomes less than the retainer reserve, you will need to pay that amount necessary to maintain the retainer reserve balance.
Retainers are deposited and segregated (as required by our license) into the office client trust account and will be applied against legal services after services are performed. Any balance will be billed to you. We reserve the right to require additional retainers, if necessary. Pursuant to legal profession regulations, you do not receive interest on trust funds. Usually, after a period of one year with the firm, and annually thereafter, our relationship and your account history status will be reviewed to determine whether you are qualified to receive an increase in your account status.
Billing Issues. Any problems or billing disputes must be brought to our attention in writing within sixty (60) calendar days from the date of the invoice or you waive any claim or dispute relating to the content of the invoice. If you have received any courtesy ‘No Charge’ items, we have done so as a courtesy and with the understanding of immediate payment; these items may be re-entered as early as the first invoice with a late notice or will be automatically recaptured upon any collection action.
Your Contact Information
It is critical to account status that we know how to contact you; therefore, you agree to be solely responsible to keep your address, email, telephone number and all other pertinent contact information current with our office; you release us from all responsibility for contacting you other than at the contact information provided herein or that you provide to us in writing with some acknowledgement or proof of actual delivery to us.
Additional Matters
Client List, Use of Email. We will include you in our list of representative clients, which we may publish on occasion.
The firm is pleased to have the capacity to communicate with its clients and third parties by electronic mail and other electronic facilities.
In many cases, such communication can significantly reduce your cost of legal services, because the firm has an automated electronic mail system for deadline notifications, called “Mindsavers.” Thus, services are often improved at a lower cost to you. At times, such communication can significantly reduce the cost of your legal services. However, because ultimate security for such communication systems remains unsure, unless we agree otherwise in writing, you hereby consent and authorize the firm to use, and you agree to hold the firm harmless arising from, related to or in connection with using, electronic mail and the transmission of electronic documents and things, including, but not limited to, in non-encrypted form. For this purpose, formatives of the term “encrypt” include any form of secure transmission, including password protection; the term “electronic mail” includes any form of electronic communication and/or transmission of electronic documents or things. Your consent includes transmission with you and/or third-parties. We must advise you that, custom and convenience notwithstanding, there are serious risks associated with the use of electronic mail and the transmission of electronic documents and things, and, more particularly, if not encrypted. Each client of the firm must make the decision regarding the use of electronic mail and/or encryption in light of the client’s particular circumstances, budget and risk aversion. Any use of encryption by the firm or you at any time shall not imply that any other use is implied or required. Your request to prevent the firm’s use of electronic mail or transmission of electronic documents and things, or to require the firm’s use of encryption, must be absolute and clearly expressed by you in writing and acknowledged in writing by the firm; moreover, any such request is prospective only. The firm is not in the position to advise you as to whether this policy is ultimately in your best interest, and you are encouraged to seek independent advice. If you choose to require the firm not to communicate by electronic mail and/or to require the firm to use encryption, upon your advance written request, the firm will estimate any additional time and cost to you for us to do so and will respond in writing accordingly.
You authorize all communication by electronic mail, and you agree that you will not rely upon transmission to us without a read-receipt confirmation back to you. You agree that delivery of email is complete upon sending from our office to the email you last provided to us in writing or the last email used by or responded to by you, in our discretion. Accordingly, you agree that delivery and read receipts are not required.
FAILURE OF A CLIENT TO RESPOND TO ATTORNEY COMMUNICATIONS IS THE #1 SERIOUS RELATIONSHIP BREACH. CLIENT RESPONSIVENESS IS CRITICAL TO KEEPING THE ENGAGEMENT WITH THE FIRM. YOU ARE RESPONSIBLE TO REVIEW EMAILS AT LEAST ONE EACH BUSINESS DAY TO DETERMINE IF THE FIRM HAS TRIED TO COMMUNICATE WITH YOU WITHOUT RESPONSE, WHETHER ON SUBSTANTIVE ISSUES OR ADMINISTRATIVE ISSUES (INVOICING). FAILURE TO RESPOND WILL TRIGGER FIRM POLICY FOR DISENGAGEMENT PROCESSES, INCLUDING IMMEDIATE TERMINATION. YOU AGREE THAT EMAIL IS THE SOLE MEANS OF FORMAL COMMUNICATION IN THIS ENGAGEMENT, AND THAT YOU ARE RESPONSIBLE TO ENSURE YOUR EMAIL FACILITY FOR THE EMAIL ON FILE WITH THE FIRM IS OPERATIONAL AND REVIEWED BY YOU.
Text Messaging, Twitter, Trunk Landline, etc. The firm does not accept legal services requests by methods of communication such as text messaging, Twitter and other virtual transient forms of communication. Written and email communication provide a documented method of communication. Other communication forms are not guaranteed to be reviewed, acted upon or otherwise easily evidenced. Accordingly, you release the firm from any services you request by such methods, not limited to more particularly text messaging and Twitter. Also, the 412.833.0600 firm voicemail should not be used for any time-sensitive matter; you agree only to use the personal mobile phone of the attorney responsible for your account.
Advice and Term. The advice rendered by the firm is subjective in many cases. You are always encouraged to obtain second opinions from other legal counsel not associated with our firm. Although we may perform services for you in the current term for current projects, we do not represent or warrant, and we cannot assure you, that we can or will accept engagements or projects in the future. Our terms of service, availability and conditions of service change from time-to-time. We perform services on an as-available basis. You agree that the then-current terms and conditions published by the firm are applicable to services performed at the time of publication.
File Destruction. Digitization.
- The firm no longer maintains paper files. Documents are digitized and destroyed once digitization is confirmed. The firm is not responsible for electronic and magnetic failures beyond its control.
- You agree that you are responsible to preserve any document that is sent to you; accordingly, you hereby authorize the firm to destroy any document provided to you or that is otherwise available in the public record. If you make requests for documents after services are rendered, it is a billable service, and the is no guarantee that the firm has preserved a record. The firm relies upon you for preservation of documents.
- Notwithstanding the foregoing, and without guarantees of preservation, the firm customarily preserves many digital files, such as they are. Notwithstanding the foregoing, and subject to the foregoing, you agree and hereby consent that the firm may destroy without further notice, in its discretion, any and all documents and materials on your account at any time after the later of a period of five (5) years from the date of the document or materials first become in the possession of the firm or three (3) years following the close of the project or case to which the documents and materials relate, irrespective of whether or not you are a client at the time. You are required to keep copies of all such documents and materials or to make other arrangements with the firm in writing. Without limiting the foregoing, as a general rule and subject to the foregoing, the firm does not destroy documents for clients who are active with the firm without prior written notice of its intent to destroy documents. In addition to the foregoing, you hereby authorize the firm to destroy any file that cannot be returned to you by U.S. Postage (regular postal service) to the last address that you provided to the firm. For example, if the firm has an original or copy of a settlement agreement, and attempts to send it to you by regular post mail: if it is not returned, there is no obligation of the firm to ensure actual possession by you; if it is returned, then the firm can destroy the document upon receipt (the firm may, but is not required, to forward the document if that information is present on the returned mail envelope).
Issues, Generally. You agree that any claim in connection with, arising from or related to our engagement must be brought by you within one (1) year from the date that the claim arose or the claim will be waived. You consent to the personal jurisdiction of the Commonwealth of Pennsylvania, venue of Allegheny County, and any and all claims will be resolved exclusively in such venue.
Deadlines. 30-Day Rule. Our office undertakes no professional responsibility for your case unless and until such time as we receive this signed engagement letter and any requested retainer, and only if there is sufficient and appropriate ordinary and customary time before any deadline for us to act on your behalf. Except as otherwise expressly and specifically confirmed by the firm in writing, you release the firm from any liability for deadlines occurring within thirty (30) calendar days following the date of the confirmed engagement, issues arising from or related to deadlines in such period, and any matter not fully disclosed to the firm in writing prior to the engagement. Also, following the engagement, we require ordinary and customary time to acknowledge receipt and responsibility for any project; therefore, submission of a project to us in and of itself does not place professional responsibility onto us. By way of example, sending us a file on a deadline date does not mean that our firm accepts responsibility; depending upon schedules, it may take time or additional days to review the file, within which period–and until responsibility is accepted by our firm (even if you are a client)–you remain responsible. Therefore, we encourage you to act and to respond promptly in all cases.
Because our firm is a party to this agreement, it is not independent in this regard; therefore, our firm cannot provide you with legal advice with regard to the terms and conditions hereof.
You are not a client until and unless our firm emails you indicating that we have accepted the engagement. If you forward any monies to the firm, and the engagement is not accepted, the funds will be immediately returned to you. The firm reserves the right not to accept any engagement or project, at any time, for any reason, with or without cause, unless and until we formally indicate in writing that we have accepted the engagement or project, as the case may be.
Completing this form does not mean that you are a client of the firm, the firm has no professional responsibility for your legal matters; therefore, you should continue otherwise to protect your interests in a timely fashion unless and until the firm accepts your engagement.
Again, thank you for expressing your confidence in Technology & Entrepreneurial Ventures Law Group, PC. We look forward to becoming a member of your team, and we will appreciate your business!
After completion of the information below, you should print this document for your records.
Call 412.833.0600 or your contact person directly if you have any problems with this form. Or contact newengagements@tevlaw.com. If this form is submitted properly, you will be shown a confirmation page without error notices.
© Copyright 1990-2024 Technology & Entrepreneurial Ventures Law Group, PC. All Rights Reserved.
Very truly yours,
TECHNOLOGY & ENTREPRENEURIAL
VENTURES LAW GROUP, P.C.