ENGAGEMENT AGREEMENT: GENERAL TERMS & CONDITIONS
These General Terms and Conditions will apply to any engagement(s) that You and this Firm mutually agree whether orally or in writing. We cannot give you legal advice regarding this Agreement, so You are encouraged to seek independent legal advice if You have any questions or concerns about this Agreement. “Firm” or “We” means Magee Law Group, LLC, Kyle P. Magee, Esq., and any other personnel of Magee Law Group, LLC.
These General Terms and Conditions are subject to change at any time without notice in response to changing laws and circumstances. They are posted online to make them readily available to You and all potential clients of the Firm. It is Your duty to review them periodically and each time We render services on Your behalf, and to notify Us of changes in Your expectations, intent, circumstances or needs that bear upon these General Terms and Conditions and/or our attorney/client relationship.
1. SCOPE OF REPRESENTATION: We describe our role as one of “general counsel;” however, our engagement will be limited to the matters you specifically bring to our attention that we agree to handle. If You are entering into this Engagement as a representative of an entity, You represent that You have authority to bind your entity, and You acknowledge and that Our engagement is with the entity only, and not with You individually (if this sentence applies, “You” or similar pronouns in this letter refer to the entity).
2. FIRM’S OBLIGATIONS TO YOU: We will only perform work You request us to perform, We will keep accurate records of Our work, We will communicate with You regarding Our services, We will comply with Our ethical and legal obligations to You, We will bill You a fair and reasonable fee, and We will use Our best effort to reach a successful resolution to any matter in which We are engaged. We encourage communication and if You ever feel We are not meeting these obligations You agree to let us know.
3. YOUR OBLIGATIONS TO THE FIRM: You agree to keep Us informed and disclose to Us all material facts related to matters in which We are engaged, to timely respond to Our requests, and to pay Our fees. You acknowledge that we rely upon You to supply us with the facts upon which we provide Our professional services and to review all legal documents that we prepare for factual accuracy and completeness.
4. NO GUARANTEES: You acknowledge that We have not and cannot guarantee any outcome for any matters in which We represent You. While no guarantee of outcome has been made, this Firm will diligently and aggressively represent Your interests.
5. BILLING: We generally bill for Our services at an hourly rate. We are happy to discuss a fixed-fee arrangement for professional services when the circumstances make sense for such an arrangement.
A. Hourly Billing Arrangements:
Our hourly fees will be disclosed to You before commencing an engagement. We may change Our fees, and We will send You an electronic notification of such changes.
You will pay us for the time we spend on its matters. This includes consultations, correspondence, meetings, telephone calls, negotiations, factual investigations, legal research, document preparation, etc.
You will be billed for time spent on their matter rounded to the nearest 6-minute increment of every hour. In other words, .1 hours for every six minutes spent on Your behalf. For example: 30 minutes = .5 hours; 4 minutes = .1 hours; 10 minutes = .2 hours; etc.
Hourly Fee Estimates - upon request, we will provide a written estimate of the expected fees and expenses for an engagement upon request. These estimates are provided in good faith but are non-binding. We cannot anticipate all the variables in an engagement and actual fees may vary from any estimate provided.
B. Fixed Fee Arrangements: All fixed fee services will be confirmed in an electronic communication agreed upon by both You and the Firm. In the absence of such confirmation, all fees are billed hourly.
6. EXPENSES: If We incur external costs on Your behalf, such as filing fees, delivery charges, and similar expenses, You agree to pay those expenses. We do not mark up any cost We incur. For large expenses, We may request that You prepay those costs or pay them directly.
7. INVOICES & PAYMENTS: We will issue invoices/statements on a periodic basis with all-time performed on client’s matter, fees due, and costs incurred. The invoices will list all services we provided during the time period reflected in the invoice. If you dispute any item on an invoice, you must send your written objections within 10 days of being sent an invoice. If you do not, the invoice will be deemed accepted and a waiver of any objections to any of the billing entries on the invoice.
You agree to promptly pay invoices. Payment is due upon sending the invoice and will be considered late if not paid within 30 days after being sent the invoice. Any late payments are eligible to be charged a one-time $50.00 administrative fee and will collect interest at a rate of 1.5% per month. Should invoices not be paid on a timely basis, We reserve the right to suspend rendering professional services or to withdraw from representation, subject to any applicable legal ethics constraints.
8. MERCHANT FEES: We strive to make payment as easy on Our clients as possible. Payment via check, ACH, bill pay, etc., is an option for all clients, as long as payments are timely received. Should clients pay via credit card or other method that incurs a processing fee, a 3% convenience fee will be charged.
9. COLLECTION: If it is necessary to use collection services for unpaid costs or fees, you shall be charged for our reasonable attorney fees for any and all costs associated with such collection. You acknowledge and agree that we will be entitled to the following, to the extent allowable by law:
a retaining lien on all file materials as well as client funds or property in the Firm’s possession and may be asserted whether or not a suit has been filed; and
a charging lien on any and all funds which may come into the possession of Client whether through a settlement, sale of real or personal property, inheritance, or any other method.
10. RETAINERS: If We have requested a retainer, that amount should be paid before We commence work, though We may commence work for You before We receive the retainer. Retainers are maintained in an Interest On Lawyers Trust Account (IOLTA) and, pursuant to applicable law, all interest on such funds is paid to Legal Aid. In some cases, We may also open separate interest-bearing accounts for You. We may request that retainers be replenished or maintained, if You are engaging us for substantial amounts of time, or We have had issues with payment of Our invoices. If on the completion of Our engagement You have remaining funds in Our retainer, We will promptly repay them to You, unless We have an outstanding balance, in which case We will first pay Our invoice from such remaining funds. We may (and You authorize us to) use Your retainer to pay any invoice We have issued. We will make those deductions typically in the middle of each month and We will report such use in Your next invoice.
11. CALENDARING OF DEADLINES AND OTHER IMPORTANT DATES: We will, of course, make entries in Our calendar for dates by which We must take particular action (for example, a deadline to respond to an Office action by the U.S. Patent and Trademark Office). On the other hand, it is up to You, not this Firm, to calendar particular dates by which You must take action, e.g., to preserve Your rights or to exercise available options. Below are a few illustrative examples (without limitation):
a contract’s upcoming expiration date
a deadline to unilaterally extend a contract’s term
a deadline to opt out of an evergreen contract provision
a deadline to file necessary paperwork to keep a trademark registration alive
From time to time, We might remind You of an upcoming date along the lines described above; if We do so, it is strictly as a courtesy and not as an obligation. We encourage You to enter such dates into an electronic or paper-based calendar reminder system or tickler file (or to hire a service that will do so).
12. FIRM PROPERTY: You understand and acknowledge that any documentation (and drafts of any documentation) created by the Firm is the exclusive property of the Firm, and the Firm issues You a limited and revocable license for use of the document for the sole purpose of the engagement. You may not use, distribute, disseminate, or copy any of the Our documents or drafts other than for the purpose of the engagement without express authorization from Us.
13. RECORDS RETENTION; FILE SECURITY; PAPERLESS FILES: We operate on a paperless basis, meaning that We store Your records electronically. We use off site email storage, We use online banking, and We use online and cloud-based document storage. While We use reasonable effort to maintain such records securely, and Our vendors have covenanted to us that they will also make such reasonable efforts, We advise You that no computer system is free from risk of data breach.
14. CONFIDENTIALITY: We are under the highest fiduciary duty of care to maintain Your client's confidence. We will comply with this duty unless You expressly or impliedly waive it.
15. ELECTRONIC COMMUNICATIONS: We communicate (and You agree to communicate) using electronic communications; however, You must be sure to observe reasonable safeguards to assure the confidentiality of any electronic correspondence between us. Electronic correspondence may be viewed by third parties without Your knowledge or consent. This may result in a waiver of the privilege of confidentiality that ordinarily attaches to certain communications between us. Among other things, we strongly discourage You from communicating with us through e-mail accounts provided by an employer, which the employer may have the right to monitor, or the use of “public” computers (such as at a library or hotel business center) that may allow others to view our confidential communications.
16. RECORDING COMMUNICATIONS: You understand that We may record any telephone or video communications relating to our representation of You and expressly consent to such recordings. The primary purpose of these recordings, if any, is to ensure an accurate recording for effective representation.
17. ENGAGEMENT OF EXPERTS: From time to time, after obtaining Your advance consent, We may engage various experts on Your behalf during our representation of You, including other attorneys with legal specialties outside of Our core areas of practice. Such an arrangement may protect the services that such experts perform under the attorney work-product doctrine. If We engage any such experts, You will rely solely on them with respect to their advice and will remain primarily responsible for paying their fees and expenses.
18. TERMINATION: You may terminate Our representation at any time on notice to us. We may terminate Our representation of You, subject to the applicable Rules of Professional Conduct upon written notice to You. On a termination, You agree to pay all accrued fees through the date We terminate work. As long as Our fees are paid, We will return or make available Your electronic files at the end of Our representation. We may charge a reasonable fee for review and assembly of such files. If You are entitled to a return of any retainer and request a check or payment to be sent outside of the United States, You are responsible to pay all overnight/international delivery or bank charges (for example stop payment fees if the check is lost) to send You the check/payment, and You agree that such expenses will be deducted from the retainer balance and retained by us.
We are entitled to consider that our attorney-client relationship has ended automatically if You have not engaged the Firm to render legal services for one year after the date of the last written communication between Us about a substantive legal matter (other than written communication concerning billing matters).
19. EFFECTIVE DATE: This Agreement will govern all legal services performed by Us on Your behalf commencing with the date We first performed services. The date at the beginning of this Agreement is for reference only. Even if this Agreement does not take effect for any reason, You will be obligated to pay Us the reasonable value of any services We performed for You.
20. RESOLVING DISPUTES BETWEEN FIRM AND CLIENTS:
A. Notice and Negotiation: If any dispute between this Firm and any client arises, both the parties agree to meet and confer within fifteen (15) days of written notice from the other that the dispute exists. The purpose of this meeting and conference will be to negotiate a solution short of further dispute resolution proceedings.
B. Mediation: If the dispute is not resolved through negotiation, Firm and client shall attempt, within fifteen (15) days of failed negotiations, to agree on a neutral mediator whose role will be to facilitate further negotiations. If the parties cannot agree on a neutral mediator, they shall request that the state bar association select a mediator. The mediation shall occur within fifteen (15) days after the mediator is selected. Firm and client shall share the costs of mediation, provided the payment of the costs and any attorney fees may also be mediated.
C. Arbitration: If mediation fails to produce a full settlement of the dispute satisfactory to both client and Firm, the parties agree to submit to binding arbitration under the rules of the Georgia Bar Association. This arbitration must take place within sixty (60) days of the failure of mediation. Costs and attorney fees for arbitration and prior mediation may be awarded to the prevailing party.
21. CONFLICTS: The Firm represents a diverse array of individuals and entities, and these clients may have matters in conflict with You. We will represent you on the basis that our representation of You will not preclude Us from representing other clients, including but not limited to clients adverse to you. We are not aware of any representations adverse to You. However, given the nature of our practice, We are not able to identify conflicts among our clients with any specificity. We will not, under any circumstances, represent any client adverse to You in the matter that is the subject of our representation of You.
22. YOUR RECORDS: All letters, emails, diagrams, and all other documents of any kind provided to You during the course of representation may be the only copy You receive and should be retained by You if you wish to have a record. We do not assume the duty of keeping copies of your documents, communications, or data. In the due course of representing You and/or upon conclusion of such representation, all work product, notes, data, information, diagrams, internal memos, calendars, documents, drafts, communications, emails, letters, billing statements, time records, and other such items of any kind or nature produced or prepared by the Firm in connection with our representation may be updated, modified, overwritten, archived, deleted, destroyed, or otherwise rendered unavailable or inaccessible for future retrieval or communication at any time without notice.
23. MISCELLANEOUS: Our engagement and all Our agreements with You are governed by Georgia law. The courts having jurisdiction in Cobb County, Georgia, will have exclusive jurisdiction of any action arising out of or relating to this Agreement or the relationship between clients and Us; all parties agree to submit to the personal jurisdiction of those courts. Our engagement letter agreement and these General Terms and Conditions are intended to be our entire agreement for rendering professional services and can be amended or modified only in writing; provided, WE MAY POST CHANGES TO THESE GENERAL TERMS AND CONDITIONS ON OUR WEBSITE, AND YOUR CONTINUED USE OF OUR SERVICES CONSTITUTES YOUR AGREEMENT TO SUCH CHANGES. Our engagement letter agreement binds each party as of the time professional services are provided whether or not any other proposed signatory ever executes. If any provision of our engagement letter or these terms or the application thereof is held invalid or unenforceable, the invalidity or unenforceability shall not affect other provisions or applications of our engagement letter agreement or these terms which can be given effect without such provisions or application, and to this end the provisions of our engagement letter and these terms are severable. Except as expressly set forth in our engagement letter, the failure by either party to assert any right or remedy under our engagement letter or otherwise or to act in the event of any breach will not operate or be construed as a waiver of any rights or remedies such party may have under our engagement letter agreement, these terms or otherwise.