STANDARD TERMS FOR ENGAGEMENT
These Standard Terms for Engagement govern our relationships with the clients (each a “Client”, “you” or “your”, etc.) of Reihsen & Associates (the dba of Gerald J. Reihsen, III, PLLC, the “Firm”, “we”. “us”. “our”, etc.) and our provision of legal services to them. We generally require that those who would wish to become our Client would enter into a separate written mutually signed engagement agreement in respect of the provisions of our services. However, whether or not such a separate written engagement agreement may at any time exist in respect of a Client, these Standard Terms for Engagement (these “Standard Terms”) shall govern all Client engagements of, representations by and services provided by us. (Circumstances where such separate written engagement agreements may not be obtained include, but are not limited to, occasions when exigencies of emergencies and related time pressures require action without delay or in cases where we provide initial consultation, whether or not compensated.) These Standard Terms, together with any separate written engagement agreement (an “Engagement Letter”) or other written agreements that apply with us, together constitute and are referred to herein as the “Agreement.”, our engagement by you or our services for you, including without limitation arising out of or related to the following is collectively referred to herein as “Our Relationship”)
INITIAL MATTER: Pursuant to our communications and/or Agreement with our Clients, they generally initially come to us for assistance with a specific initial matter (each matter for which we provide services, a “Matter”) which generally will be described in the Client’s Agreement or otherwise documented in writing, including by email or other electronic communication (the “Initial Matter”). From time to time, as requested by the Client we may be engaged to provide services in respect of additional Matters. The Firm shall not be responsible for providing any services in respect of any Matter other than a Matter that the Client specifically requests and defines with specificity and, in respect of such Matter, only as to the type and extent of legal services as is explicitly requested and we provide (i.e., not for associated legal specialties not requested by the Client or which we do not provide). Our provision of services in respect of any Matter beyond the Initial Matter or any subsequently defined and mutually agreed Matter is subject to our written agreement to provide services, which may be by email or other electronic communication. All Matters shall be subject to our Agreement.
It is not within the scope of our services and we are not responsible for assisting or assuring compliance with business licensing, annual entity, franchise, good standing, ownership disclosure or other entity reporting requirements, including filings for annual entity reports or pursuant to the Corporate Transparency Act (“CTA”) and the beneficial ownership information (“BOI”) reporting thereunder (collectively, “Entity Filings”), except to the extent that we are specifically asked to assist with any specific Entity Filing and we agree in writing to provide such assistance. You have the sole responsibility for such compliance, filings and the collection of any relevant information for and the accuracy of Entity Filings. We caution that there can be very significant consequences for failure to assure such compliance, make such filings and make any related payments on a timely basis. We shall have no liability resulting from your failure to accurately and timely make such filings, make such payments or otherwise to so comply and you shall indemnify us and hold us harmless in respect of any claim, proceeding or liability that may arise in connection with such required filings, payments or related compliance, even if under applicable law we may have a separate obligation to make such filings in addition to your obligations.
FEE ARRANGEMENTS: Payments of fees and expenses to our Firm may be made to:
Account: Gerald J Reihsen III, PLLC
Account No.: 8103043322
Bank: Wells Fargo Bank, N.A.
ABA No.: 111900659 (for ACH transfers)
121000248 (for wire transfers)
COMMUNICATION AND COOPERATION: In furtherance of our engagement, we will render professional services in reliance upon the information and guidance which you provide to us concerning your objectives. You agree to and must cooperate fully and promptly with us in all matters relating to our engagement. In addition you agree to and must promptly, fully, accurately and truthfully disclose to us all facts, documents, materials and information as may relate to any Matter, including as to all parties, including adverse parties, related to each Matter. You will return phone calls, emails and other electronic communications promptly. You shall provide to us all facts, documents, materials and information that we may request in connection with each Matter. You also agree to make yourself reasonably available to communicate and confer with us and to attend meetings, conferences, hearings, trials, arbitrations, mediations, and other proceedings as may be required. Your prompt such communications and cooperation are required in order that we may make effective conflicts checks and in order to enable us to effectively represent you. We are not responsible for any adverse outcome to you in the event of any delay in any such communication or cooperation or any failure to fully, accurately and truthfully provide facts, documents, materials and information to us. A pattern of delayed or otherwise unsatisfactory communication or cooperation, as we may solely determine or perceive it, is grounds for the termination of Our Relationship.
You also agree that you will provide reasonable access to your key people as required to be able to effectively provide our services to you. You agree that you will notify us of all relevant information, meetings and decisions concerning you and your related parties in respect of the Matters or other arrangements for which we are to provide our services. You understand and agree that we, in performing our services for you, will use and rely upon such information and we do not assume responsibility for independent verification of any information considered by us in connection with the rendering of our services. Accordingly, we shall be entitled to assume and rely upon the accuracy and completeness of all such information and we are not required to conduct a physical inspection of any of your circumstances, assets, or liabilities. With respect to any financial forecasts and projections made available to us and used by us in our analysis on in any Matters or otherwise in any of our services to you, we shall be entitled to assume that such forecasts and projections have been reasonably prepared on bases reflecting your best currently available estimates and judgements.
You understand and agree that your failure to comply with the preceding two paragraphs, including without limitation, failure communicate and cooperate with us as indicated therein, (i) will release us from any liability that may partially or totally, directly or indirectly, arise therefrom, (ii) could have adverse effects on our ability to represent your interests effectively and efficiently and may result in legal fees from us greater than they otherwise would have to be, and (iii) may require us to suspend further services or entirely withdraw from representing you in total or on selected Matters. You shall indemnify and hold us harmless from any claim, cost or damage as may arise from your failure to fully comply with the above two paragraphs.
We may send you documents, correspondence, and other information throughout our representation. These copies will be your file copies. Please retain them. We will also generally keep the information in physical or electronic files in our offices, which will be our files. When our engagement hereunder has terminated in any matter or in full, we will close our file and, if you request, return any original documents in our possession to you either physically or electronically. We will then store the files in accordance with our document retention practices, as in effect from time to time and as may be required by law applicable to us. We will destroy the files after that period of time unless you instruct us in writing to keep your files longer; provided that if you make such a request, we may require compensation therefor or alternatively choose instead to deliver to you those files or to another attorney if you so instruct.
CERTAIN FEE ARRANGEMENTS: From time to time we may agree to provide services on terms other than at our hourly rates. However, in order for any of our services to be provided on a basis other than on our standard hourly rates we must enter into a separate written agreement as to what those other specific arrangements shall be. A common alternative to payment for our services on terms other than our standard hourly rates is at fixed fees (“Fixed Fees”) for Matters highly and specifically circumscribed in writing. Fixed Fees and other alternative fee arrangements are not necessarily intended to accurately estimate the billings that would be incurred were the services to be provided as an hourly billed matter. Rather, these alternative fee arrangements generally take into account a variety of factors, including the immediacy of the services required, the degree of commitment required to rapidly execute on those services and the displacement of opportunities for taking such matters and other clients precluded or otherwise impacted by virtue of your engagement and such arrangements. As a result, the Fixed Fees or other alternative fee arrangements may be substantially lower or higher than would have been the case had the matter been handled on an “hours and rate” manner. Also, Fixed Fees or other alternative fee arrangements we may offer to one client may not necessarily be offered to another client for matters that are substantially similar as we may take many other factors into consideration in as to specific clients and nuances of Our Relationship when establishing such fee arrangements in respect of a matter for a specific client.
If we begin our work on a Matter for which Fixed Fees or other alternative fee arrangements are agreed but for which such fees are not paid and earned in advance and Our Relationship terminates before the Matter is concluded (as the Matter is described in our agreement in respect thereof), then, absent agreement to the contrary or legal prohibition thereof, you agree to promptly pay on receipt of our invoice therefor a prorated amount of such fees based upon the relative proportion of our effort expended toward completion of the Matter or the relevant benefit you expected from our services, as we may determine. Our invoice in respect of this prorated amount shall be dispositive of this proration absent manifest error.
In establishing alternative fee arrangements, we make assumptions based on your representations to us and our experience as to the usual effort required for delivery of the services to be provided in exchange therefor. If circumstances arise not created by us or which are outside of our control that materially affect or depart from the assumptions which underlay our otherwise agreed alternative fee arrangement which result in unexpected or extraordinary efforts or matters then you agree to negotiate in good faith to accommodate this, including, without limitation possible upward adjustment in our fees or a shift to hourly billing for any such efforts or matters. If an agreement cannot be reached in such circumstances each of us will have our rights to terminate Our Relationship with all earned fees through such time being due plus the prorated amount mentioned above.
It is not possible to list all the work that may be required in representing you on any particular Matter, but it is understood that such work (by attorneys, or legal assistants/paralegals) includes time spent on phone calls to or from you or on your behalf, reviewing or handling incoming documents from you, from opposing parties, a court, or any third party, and drafting, preparing, editing, reviewing, etc., pleadings, letters, documents, or materials, etc., performing legal or factual research, travel to or from hearings or meetings, depositions, time actually spent in such hearings and meetings (including time spent waiting for the matter to be called), and any other activities related to this Matter. In short, you understand, acknowledge and agree that the time spent by our personnel attending to your representation will normally be billed at the rate of the persons who spent the time.
Under certain circumstances, more than one member of our staff may work on a matter for you simultaneously, in which case all such members should be expected to bill for their time spent. An example would include a trial or contested evidentiary hearing, during which in our discretion the full participation of more than one person is necessary to properly attend to the case. The same rules apply to sequential or duplicative work. For example, it might be necessary to charge you for a paralegal or attorney to review some, or all, of a case file regardless that other of our professionals are already familiar with such case file, where immediate familiarity with the facts is required in preparation for a hearing. Despite any apparent duplication of effort that such efforts may seem to represent, you shall be required to pay these fees that we, in our reasonable professional discretion, determine to be necessary to effectively represent you.
Our legal services are generally performed from our applicable office and to the extent our travel to any other location is necessary or advisable to perform any services or undertake any other activity in support of our services for you (“Offsite Work”) you will be responsible for either (i) completing such Offsite Work yourself or (ii) compensating us, separately from and in addition to any otherwise applicable fee arrangement, to perform or otherwise undertake such Offsite Work, including the travel time billed at our standard hourly rates, airfare, mileage and the like, meals, lodging and any services, infrastructure or equipment required to perform our services in connection therewith (“Offsite Work Expenses”). In particular, in the event that we agree to a Fixed Fee or fee cap for our legal services in respect of any Matter, you will be responsible for these Offsite Work Expenses over and above the Fixed Fee or fee cap or completing such Offsite Work yourself.
Our invoices are due on receipt and any amount thereof not fully satisfied within thirty (30) days from such receipt will accrue interest on the unpaid amount at the lesser of the maximum rate allowed by law or 18% per annum for the entire period from the date of your receipt of the invoice. Invoices may be transmitted to you via email or other electronic means or by traditional means, such as mail or hand delivery, in accordance with the contact information we have for you or your representatives on file.
In performing legal services, a Texas lawyer must charge “reasonable fees.” We believe our fees to be well within the range of reasonableness for lawyers of the experience and skills that we bring to bear. In determining reasonable fees for our services, we may consider other factors as set forth in Section 1.04(b) of the Texas Disciplinary Rules of Professional Conduct (the “TRPC”), which governs all Texas lawyers. A copy of Section 1.04(b) and/or the entirety of the TRPC will be furnished to you upon request.
We may engage or contract with other persons or firms to perform services for you in connection with our engagement by you. Just as is the case for employed persons, we may bill for these services at amounts greater than our direct costs. In so doing we will bill in line with which we would charge for similarly situated attorneys with us. Billing differentials in these regards are considered in light of the TRPC rule mentioned above, as well as our costs, risks of maintenance and general oversight of the matters for which we arrange to provide services.
We require payment of amounts owed to us in United States Dollars (“Dollars”). It will be considered a fraud by you on our firm if you make any attempt to satisfy a payment obligation to us other than by check, draft or electronic payment payable to and in the name of our law firm as payee in Dollars or Non-Dollar Currencies that are converted to Dollars as provided below. This precludes any check or electronic payment or barter to any individual associated with us. You agree that you shall not have any defense to this fraud that any person, including any individual associated with us, agreed to, or assisted in any attempt to, satisfy a payment obligation to us other than as expressly permitted hereby and you shall remain liable in full for any such payment obligation not received solely by our law firm as payee regardless that someone else receives any payment or other compensation from you. (This does not affect your rights against any person you may deal with in contravention of such payment requirements.)
No payments for less than the full sum owed shall constitute payment in full, even if that notation is placed on the payment instrument, unless we sign a separate written agreement specifically permitting such payment to constitute a payment-in-full. You agree to pay any fees and costs that are incurred by us and authorize us to collect fees, costs, or expenses from you, including reasonable attorneys’ fees.
It is possible that because we have been appointed in a matter, or because we have received documents or information in the course of, or in connection with, a matter, we may be required in the future to participate in an inquiry, commission or other proceedings arising out of, or in connection with, the matter or other circumstances related to you. This may, for example, involve us producing documents, seeking to claim or defend client’s privilege to resist inspection or disclosure of certain documents or information or giving evidence at an inquiry. We will seek your instructions if these circumstances arise, but you agree to pay our fees at our then current standard hourly rates for any such efforts (including efforts to resist any such proceedings for provision of documents) in this regard and to reimburse us for out-of-pocket expenses for such efforts.
To secure payment to us of all sums due to us for legal services rendered and/or costs advanced, you hereby authorize us to withdraw any funds in our client trust account held for you to pay such sums as such sums are billed, and grant us a lien for attorneys’ fees and costs on all retainers, escrow accounts, trust accounts, real, personal or intangible property claims and causes of action subject to our representation of you and the proceeds of any recovery obtained for you.
NON-DOLLAR PAYMENTS: We may accept foreign currency or non-Dollar digital currencies, often referred to as ‘cryptocurrencies” (such foreign and non-Dollar currencies, collectively, “Non-Dollar Currencies”), if our third party payment processing service provider (a “Payment Processor”) has the capacity to accept the particular Non-Dollar Currency and to convert it to Dollars and we have made arrangements with the Payment Processor to enable those services. Please advise the attorney in charge of your services in any case where you wish to use Non-Dollar Currencies to pay amounts owed to us. We will not accept Non-Dollar Currencies in any other manner than through our contracted Payment Processor (e.g., we will not accept, and you will not be deemed to have made a payment to us if you make a transfer to a “wallet” or other Non-Dollar Currency storage device or system). When using Non-Dollar Currencies to make payment to us you are responsible for all fees associated therewith, including, without limitation, payments to miners or blockchain administrators or nodes, transaction fees, trading fees, crypto gas, blockchain fees and similar fees or costs (“Crypto Transaction Costs”). You are also responsible for any shortage in the satisfaction of our invoices as a result of conversion to Dollars, regardless of when that conversion may occur. If for any reason any attempt at Non-Dollar Currency payments is not able to be converted into Dollars, your Non-Dollar Currency will be returned to you if we are capable of so making that return, and you shall remain liable to satisfy your payment obligations to us in Dollars regardless of whether such Non-Dollar Currency payment is returned to you. IN OTHER WORDS, YOU REMAIN LIABLE FOR ALL RISK OF A NON-DOLLAR CURRENCY PAYMENT BEING MADE IN SATISFACTION OF OBLIGATIONS YOU HAVE TO US TO ACTUALLY ULTIMATELY BE REALIZED BY US IN DOLLARS. BE ADVISED THAT, UNLIKE THE USE OF DOLLARS, YOUR USE OF NON-DOLLAR CURRENCIES TO MAKE PAYMENTS GENERALLY RESULTS IN INCOME TAX TO YOU AS THOUGH YOU HAD SOLD THE NON-DOLLAR CURRENCY FOR DOLLARS.
When we are able to accept Non-Dollar Currencies in respect of amounts owed to us (i) our invoices will nonetheless continue to be in Dollars, (ii) the value thereof (for all purposes, including the purposes of the TRPC rule mentioned in the above paragraph and the determination as to whether our invoice has been satisfied thereby) shall be equal to the value in Dollars of such cryptocurrency as so converted into Dollars by the Payment Processor (regardless of the time, including any delay, at which the Payment Processor may make such conversion), (iii) if we have retainer or deposit arrangements for the Client that are held in Non-Dollar Currencies those Non-Dollar Currencies shall be held for the Client’s account and any increases or decreases in the value thereof shall be for the account of the Client until transferred out of such arrangements to us via the Payment Processor in satisfaction of amounts owed under any invoice from us, (iv) the Client shall be responsible for the effective transfer to us (or from us in the case of return of Non-Dollar Currencies from a retainer or deposit arrangement) and shall be subject to all risk of loss prior to effective receipt in Dollars and (v) the Client paying in Non-Dollar Currencies shall be responsible for and shall bear all expenses associated with such payments that are not charged by our Payment Processor, including transaction costs or Crypto Transaction Costs required to effect the transfer and all taxes thereon other than United States Federal or State income taxes to which we are subject.
Regardless of any retainer or deposit arrangements that are established, while held as Non-Dollar Currencies the Client shall bear all risk of loss pursuant to variations of value against the Dollar or hacking or other technical attack or error; the foregoing notwithstanding we may at any time convert any Non-Dollar Currency held in a retainer or deposit arrangement into Dollars and hold those Dollars in our client trust account with the Client bearing all fees (including Crypto Transaction Costs), expenses and taxes associated therewith. Any refund of monies to a Client who had previously paid such amounts in cryptocurrency shall be made in Dollars equal to the value at the time of the earlier payment thereof as determined pursuant to the above and not in cryptocurrency.
If a court awards attorneys’ fees to you (or to us or an attorney on your behalf), and such sums are actually collected, they shall be applied against any outstanding charges and/or fees owed by you to us. You remain responsible for payment for our services. A court order awarding attorneys’ fees from the opposing party does not relieve you of the primary responsibility for paying our invoices, or make any work done to collect the attorneys’ fees awarded any different from any other work performed by us. Any attorneys’ fees awarded and actually collected that are not needed to pay your invoices (or replenish any retainer) shall be paid to you. Likewise, you are aware that a court could order you to pay fees or costs to the court or to other parties involved in a case.
BILLING DISPUTES: As mentioned above our invoices are due upon receipt by you. You agree to promptly review our invoices when received and to advise us of any questions or concerns you may have, but no later than within thirty (30) days from the date received. We all know it is possible for mistakes to happen, and you are not expected to pay for any charges that are incorrect. Most actual errors can be resolved with a simple phone call, and if you identify an error that is acknowledged on any invoice from us, we will promptly send an amended statement showing any adjustment or correction. If we disagree with any contention by you as to any dissatisfaction with an invoice from us, we will respond to you with our position. If you continue to be dissatisfied, then, within thirty (30) days of our aforementioned writing to you, you agree to assert in writing to us any continuing dissatisfaction or dispute as to the accuracy or validity of any invoiced charges, or requests for adjustment of any costs, expenses, or fees for legal services, including in respect of any amounts invoiced to you since the start of the dispute. If you do not do so within such time, all undisputed invoices, and invoices in respect of which you have not responded in writing as provided above will be conclusively presumed to be correct. In other words, if you do not contact us in writing as described above, you will have agreed that the invoices referenced above are accurate and correct. Any person ever reviewing any dispute regarding charges on an invoice must honor this provision, as it is an essential term to our agreement to represent you. The above provisions are intended to provide incentives for both you and us to promptly resolve, without the expense of involving third parties, any questions or concerns about the legitimacy of any item invoiced to you, and to provide certainty that once an invoice is deemed valid as provided above, the costs, expenses, and fees for legal services reflected on that invoice are immutably and unconditionally owed to us.
WRITE-OFFS: While you should presume that all time spent attending to your representation by any professional with or contracted by us will be invoiced, we or your responsible attorney may agree with you or we may independently elect to write off or no-charge otherwise billable time or reduce the billing rate for time otherwise billable at our standard rates or otherwise reduce fees, costs, or expenses for our legal services. In general, our invoices will reflect these adjustments that are made unilaterally by us and occasionally they may be made in consultation with you after you have received an invoice. Any such write-offs, no-charges or reduced billing rates or other fees, costs or expenses are discretionary and are expressly contingent on there neither being nor there arising any dispute regarding payment of any items invoiced to you, whether such dispute is initiated by you or us, other than the invoice review process described herein, unless no resolution thereunder is reached.
If we must take legal action to collect amounts due to us from you, file a lien to recover any such amounts, or if you seek to formally dispute our billings, including, without limitation, by engaging a third party to audit our billings, or initiating mediation, arbitration, litigation, or a fee dispute in any forum, all write offs, no-charges or reduced billing rates or other reduced fees, costs or expenses for our legal services reflected on any invoice to you or subsequently agreed by us with you will revert to being fully billed at our standard rates and costs that were applicable at the time of the services rendered, and be sums owed to us by you, in addition to sums otherwise owed by you to us, whether or not disputed. These provisions are explicitly written to prevent a situation where we reduce your bill by so reducing fees, costs, or expenses, and then you default in your obligations to us or seek to further reduce the sums owed by disputing your responsibility to pay our invoices.
CLIENT/DUAL REPRESENTATION: As we state on our website (swordshieldlaw.com/disclaimer), until we have a mutually executed written engagement agreement with a client we disclaim any attorney-client relationship and until then we caution you to beware that you may not be able to rely that communications with us constitute a protected attorney-client communication or relationship except as otherwise specifically provided for by law.
If our representation includes two or more persons or entities, including spouses, we do so at your express request and you have asked our Firm to represent you jointly. It is common for joint venturing business owners and spouses to jointly engage the same law firm to assist them. Please understand that, when we represent multiple persons or entities jointly, it would be unethical for us to withhold information from any of such parties that is relevant and material to the subject matter of the engagement. Accordingly, by agreeing to this form of representation, each of such parties authorizes us to disclose to the other information that one of such parties shares with us or that we acquire from another source which, in our judgment, falls into this category. Our approach to this representation will be to avoid taking any action or refrain from taking any action (pertaining to the subject matter of our representation of you) that affects one of such parties without the other’s knowledge and consent.
If a conflict of interest in addition to the joint ownership described below arises between such parties during the course of our representation of you or if any such parties have a difference of opinion on any subject, we can point out the pros and cons of the respective positions. However, we cannot advocate one of such positions over the other. Furthermore, we cannot advocate one of such positions over the other if there is a disagreement as to any respective property rights or interests or as to other legal issues. By signing the Agreement, all such parties waive conflicts of interest described herein and those that can arise in the future by virtue of the fact that we represent them together. If an actual active conflict of interest arises among any such parties that, in our judgment, makes it impossible for us to live up to our ethical obligations to all of such Clients, we will withdraw as our joint legal counsel and advise each of such parties to seek other legal counsel.
It may be that in connection with our representation, entities may be formed that would be jointly owned by the multiple parties we represent. We are happy to do this. However, it is important that each such party understands and consents to the considerations involved in such a joint representation because each of them may have differing and conflicting interests and objectives; may have different views on the goals of those entities and may differ as to the financial rights and governance rights of such entities, including as to how the results of such entities should be divided among such parties; and some decisions regarding one or more of the legal or tax aspects of the structure and organization of those entities may be favorable to one of such parties but unfavorable to others.
Unlike the joint representation described above, if each of such parties were to retain a separate attorney, each would have an advocate for their respective personal interests and would receive independent advice. Each of such parties would meet separately with their attorneys, and information given by them to their attorneys would be confidential and could not be disclosed by any such attorney to anyone else, including a spouse, without the consent of such attorney’s client. Separate representation would ensure the preservation of each of such party’s confidences and the elimination of any conflicts of interest between such party and such party’s attorney; however, separate representation might result in each of such party’s taking positions on issues relating to the organization of the entities that would be adverse to each other and would result in increased overall expenses.
Again, because in a multiple party representation their individual interests could potentially be effected by the interests of the others, it is necessary for each of such parties to consent to the form of our representation described above by signing the Agreement or an addendum thereto or separate consent and/or waiver.
ADVANCE WAIVER OF CONFLICTS OF INTEREST: We represents a variety of clients in Texas, and throughout the United States and the rest of the world, in legal matters. As a result, we may be retained, in connection with other matters not substantially related to our representation of you, by parties who are adverse either directly or indirectly against you or who take legal positions contrary to the positions taken by you (including through us). You hereby consent to any such representation.
Accordingly you agree that (i) we may continue to represent, or undertake in the future to represent, existing or new clients in any matter, including in an advisory capacity, any business transaction, litigation or other representation, even if the interests of such other clients in such other matters are adverse to your or your affiliates’ interests or your legal positions, so long as those matters are not substantially related to our work for you and (ii) we may currently or in the future represent one or more other clients (a) in matters, including litigation, transactions or other representations, that are different or opposed to positions you have taken (including through us) or (b) having other contracts, contacts, interactions or arrangements with you and/or your affiliates or subsidiaries, so long as those matters are not substantially related to our work for you. All of the arrangements referred to in clauses (i) and (ii) above are referred to here as “Permitted Representations.” Permitted Representations may include, without limitation, representing a client over which you or your affiliates might be seeking to acquire influence or control, or from which you or your affiliates may wish to buy assets, or to which or from which you have taken or wish to procure products, services or capital (whether equity or loans), or representing a client regarding its interest at the time in acquiring influence or control over an entity in which you or your affiliates have a similar interest or to which or from which you or your affiliates have made or wish to procure products, services or capital (whether equity or loans). We do not view this advance waiver and consent regarding unrelated matters to permit us to institute litigation against you or to permit unauthorized or unlawful disclosure or use of any of your confidential or privileged documents or information which you have provided to us as your lawyers.
Our representation of all clients is premised on adherence to our professional obligation not to disclose any confidential information or to use such information for another party’s benefit without a client’s consent. Therefore, you, on behalf of yourself and any of your affiliates, agree not to assert our possession of such confidential information (i) as a basis for disqualifying us from representing another of our clients in any matter in which you or any other party have an interest, or (ii) constituting a breach of any duty owed by us to any client. That being said, we do not disclaim any appropriate consequence of unauthorized or unlawful disclosure or use of any of your confidential or privileged documents or information which you have provided to us as your lawyers.
By requesting that we provide services to you, whether by signing a separate written Agreement or otherwise expressly or by implication requesting that we provide services to you, you agree to the waivers identified above. The foregoing will not invalidate, supersede or cancel any prior conflict waivers issued to us, all of which will remain in full force and effect.
Your acceptance of the foregoing conditions of our agreement to represent you has been made with full and complete awareness of the fact that we, and our present and future clients, are and will be relying upon our ability to act for them in accordance with these terms. You hereby acknowledge that in accepting these conditions, you have not relied on any advice provided by us and are able to seek independent legal advice.
KYC/AML AND BACKGROUND CHECKS: It is becoming more common for there to be obligations of law firms to undertake due diligence in respect of “know your customer” (“KYC”) or “anti-money laundering” (“AML”) or sanctioned entities or persons matters (collectively, “KYC/AML Requirements”), much as is currently required of financial institutions. We are not yet aware that these requirements apply to law firms in the United States. However, should we determine that these requirements apply to you in any manner (whether under United States or foreign law), you agree to cooperate fully with us in satisfying these requirements.
Related to this and regardless of any KYC/AML Requirements, we may undertake general investigations and internet searches and other due diligence in respect of our prospective or existing clients. Further, from time to time we may determine that we wish to do further background checks on our prospective or current clients. We perform these investigations, searches, and checks in the interest of maintaining our good reputation, considering whether our clients will stand behind their payment obligations to us, and the safety and security of our clients, employees, and property. We may order a “consumer report” (a background report) and may order additional background reports on you. The types of information that may be ordered include, but are not limited to, as permitted by applicable law: Federal Tax Identification number verification and Social Security number verification; criminal, public, educational and as appropriate, driving records checks; verification of prior employment; reference, licensing, and certification checks; credit reports; and drug testing results. The information may be obtained from private and public record sources, including personal interviews with your associates, friends, and neighbors. (An “investigative consumer report” is a background report that includes information from such personal interviews, except in California where that term means any background report.) You agree to provide any information we request and to provide such additional consents, waivers or other instruments as may be requested by us and as required by applicable law in order to obtain or perform such investigative consumer reports or other background reports or undertake any such investigations.
You authorize us to order your background report, including investigative consumer reports. You understand that we may rely on this authorization to order additional background reports, including investigative consumer reports, during the time that we represent you without asking you for your authorization again as allowed by law. You also authorize the following agencies and entities to disclose to us and our agents all information about or concerning you, including but not limited to: your past or present employers; learning institutions, including colleges and universities; law enforcement and all other federal, state and local agencies; federal, state and local courts; the military; credit bureaus; testing facilities; motor vehicle records agencies; all other private and public sector repositories of information; and any other person, organization, or agency with any information about or concerning you. The information that can be disclosed to us and our agents includes, but is not limited to, information concerning your employment history, earnings history, education, credit history, motor vehicle history, criminal history, military service, professional credentials and licenses and substance abuse testing. You agree we may rely on this authorization to order background reports, including investigative consumer reports, from any third party companies without asking you for your authorization again as allowed by law. You also agree that a copy of this form authorization is valid as a signed original. You certify that all of your information that you have provided to us is, or on the future may provide to us will be, true, complete and correct and understand that dishonesty may result in our determination not to represent your or withdraw from representation of you.
Regardless of any investigations, searches or checks mentioned above we will comply with our obligations of confidentiality in respect of your information as required by law.
You represent, warrant and covenant to us that neither you nor any Affiliate of you (an “Affiliate” of any party is another party within or that has an ownership or other beneficia interest in the first party, or any person controlling, controlled by, or under common control with such first party), directly or indirectly, is, nor will you or any of your Affiliates become, any of the following (each a “Prohibited Person”) (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”); (ii) a Foreign Shell Bank; (iii) a person or entity resident in or whose funds are or will be transferred to us from or through an account in a Non-Cooperative Jurisdiction; (iv) a person or entity whose name appears on any other list of prohibited persons and entities as may be mandated by applicable law or regulation; or (v) a person or entity whose name appears on any other independent third-party list of prohibited persons and entities. You agree to promptly notify us in writing of any change in information affecting this representation, warranty and covenant. You acknowledge and agree that if, at any time during our representation of you we reasonably believe that there is any breach of any such representation, warranty and covenant, we may withdraw from representation of you and undertake such other actions as is required by law in respect of a Prohibited Person, subject to your attorney-client rights and privileges in respect of our representation that may supersede the effectiveness of any such aspect of any such law. You shall have no claim against us or our principals, employees, contractors, or agents for any form of damages or liabilities as a result of any of the aforementioned actions.
REFERRALS: We have highly seasoned attorneys of many years’ experience, with large national and international law firms, who practice in a manner intended to be more efficient and economically favorable to their clients than are provided at those former large law firms. We maintain relationships with other law firms and other attorneys outside of our law firm in order to, among other things, extend the ability to serve clients, manage variability of demand upon us for legal services, and share the costs and potential risks and benefits of providing those services. In certain cases, law and rules applicable to the delivery of legal services would require in respect of those relationships the written consent of the client for whom those services are provided. Generally, when we have relationships with these other law firms, we divide legal fees where 80% of such fees are retained by the lawyer/firm who performs such services and 20% are retained by the firm or attorney that originated the legal work, in which case the respective lawyers agree to assume joint responsibility for the representation. In the event we contemplate entering into a specific such arrangement with another trusted law firm we will so advise you and obtain your further written consent.
OUR LAWYERS ARE ENTREPRENEURS: A substantial number of our lawyers have been, are now and/or will again be in the future business owners and entrepreneurs in their own right. We actively seek this type of attorney because we believe their experience and mindset allows us to be a more valuable and understanding counselor to our clients. You acknowledge and agree that from time to time our lawyers may provide non-legal services to you or your affiliates or may refer business relations to you or your affiliates for a fee. In those cases, those services and business and any communications related thereto are not (i) provided in the course of an attorney-client relationship and do not create or constitute an attorney-client relationship in respect thereof, (ii) a solicitation for the provision of legal services, (iii) intended to convey legal advice or constitute legal advice, and (iv) a substitute for obtaining legal advice from a qualified attorney in respect of such matters. You understand, acknowledge and agree that without an attorney-client relationship, communications related to any non-legal services will not be confidential or privileged under law related to attorney-client relationships.
You should know, that rules applicable to Texas lawyers require that a lawyer shall not enter into a business transaction with a client unless: (i) the transaction and terms on which the lawyer acquires the interest are fair and reasonable to the client and are fully disclosed in a manner which can be reasonably understood by the client; (ii) the client is given reasonable opportunity to seek the advice of independent counsel in the transaction; and (iii) the client consents in writing thereto.
INVESTMENT WITH OR IN YOU AND BOARD SERVICE: From time to time we invest with or in clients or take board of director or advisory board seats with our clients. While the TRPC does not prohibit investment with or investment in a client’s enterprise or service as a board member, there are certain restrictions upon those arrangements. In particular, a lawyer may not enter into a business transaction with a client unless the transaction and terms in which the lawyer does so are fair and reasonable to the client and are fully disclosed in a manner which can be understood by the client. Additionally, the client must be given a reasonable opportunity to seek the advice of independent counsel in the transaction and must consent in writing to the transaction. Nonetheless, we view these as predominantly positive arrangements with great benefits for our clients. They literally invest us in the success of the client and in the vast majority of the circumstances of which we are aware these arrangements align the interests of the client and us even more closely.
When a client considers investment or board arrangements with its attorneys, it should consider the potential and actual conflicts of interests that may arise in such relationships. We will (and all attorneys are required to) perform up to the same standard of legal service for its clients regardless of the existence of an equity sharing arrangement and will provide the same detached standard of advice and consultation. Opponents of equity sharing with one’s attorneys correctly point out that the future pitfalls of the arrangement may not be easily foreseeable at the time the arrangement is made. The most frequent argument against attorney equity arrangements is that the attorney may be asked to render legal advice which conflicts (or which the attorney perceives conflicts) with the attorney’s interests. For instance, the question may arise as to whether the attorney with equity or who serves as a board member will be able to provide objective advice to a client in connection with a sale of the client or initial public offering which will result in a significant return to the attorney or the loss of a board position or the question of seeking bankruptcy protection when the attorney’s investment may become worthless or the attorney-director may lose a board position or be subject to liability to creditors. These issues, however, are not unique as they are substantially similar to those that must be addressed by any consultant or management employee who is an investor or director.
On the other hand, those who support attorney investment in and with clients or attorney board positions (as we do) assert that it is in the client’s (as well as society’s) interest to foster the development and growth of companies through use of equity sharing and including learned business lawyers in board positions. It is argued that these arrangements result in the company having the opportunity to engage more qualified attorneys than may otherwise be interested in such representation and obtain such representation on more favorable terms that take into account the special position and needs of such a company.
Another issue in connection with investment with or in a client or board service is that the lawyer will not be able to participate in discussing or voting upon some issues that come before the investors or the board because the lawyer will have a conflict. For example, if the issue of what law firm to hire for a major project comes up and we are under consideration or otherwise in such case a possible legal services provider, our lawyer will probably have to absent him or herself from the proceedings and not participate in the decision at all. Thus, for purposes of some issues, while the client may have a quorum, it will be operating without the input of all of the investors or of the full board.
In addition to potential conflicts of interest issues, a client must be aware of issues around preservation of the attorney-client privilege. Communications, oral or written, between client personnel and our personnel in connection with our providing legal services to the client should remain privileged. That is, absent extraordinary circumstances, adversaries to the client in litigation should not be able to obtain those communications. However, communications between client personnel and its lawyers in connection with service by a lawyer as a director or in the position of an investor or co-investor enjoy no such privilege as they would not relate to communications in the context of a lawyer providing legal counsel. The difficulty is identifying which type of communication is which. It will be necessary for any of our lawyers who invest with or in you or take a board seat on your board of directors or advisory board, from time-to-time, to remind you and other of your personnel of the capacity in which the lawyer is operating, so that you know what is, and is not, privileged. However, there is no guarantee that a court or other tribunal will agree with our characterization of a particular communication as privileged.
Further, in some cases investment in or with a client or service as a director will result in us not having malpractice insurance coverage for work we do. There may be other issues that arise from client investment or board service that we simply cannot predict. For example, if we are representing you in litigation and the opponent objects to our members seeing certain of the opponent’s confidential documents, because of the investor or director circumstances, we may be limited in how we handle the litigation.
In any case where you may wish to consider investment by our law firm or one of our members or service by one of our members as a board member you are urged to discuss in advance those arrangements with a lawyer not in our law firm. This is especially important because should a client choose to go forward with our law firm or our attorneys investing in or with that client or serving as a board member, it would do so with an understanding of these conflicts and would nonetheless agree that it is important to it and the success of its enterprise to involve and engage us or our attorneys on this basis. The client would be required to waive any conflicts of interest that arise from these arrangements. At the same time, the client would be required to agree that we could withdraw from problematic conflict situations without having to withdraw from other representation of such client or from representation of other clients.
NOT WORK FOR HIRE: Our work shall not be deemed to be “work for hire” under applicable law, including the United States Copyright Act and at all stages of development our work shall be and remain our sole and exclusive property to be used by us as we see fit so long as any of your confidential information is not revealed and we grant a perpetual license to you, effective so long as you have satisfied your obligations to us, to use our work for the purposes for which the work was created.
TERMINATION: You may discharge us at any time and, subject to applicable law, we may resign from our representation of you at any time. Any termination of our representation of you, whether by withdrawal, discharge or otherwise, shall not affect our right to be paid all our previously incurred but unpaid fees, and all our previously incurred but unpaid charges and disbursements. If any such withdrawal or termination occurs, a proportion of any Fixed Fees that have yet to become fully payable will be payable and billed by us in an amount that is proportional to the time or effort we have spent on those services as we in our reasonable estimation deem appropriate and you shall be liable for that proportion of Fixed Fees. You agree that such estimation shall be binding on you absent manifest error by us.
OUTCOMES: You understand and agree that while we cannot, and do not, guarantee the outcome or success of any Matter, litigation or other engagement or professional undertaking, we will earnestly strive to represent and serve your interests while representing you as legal counsel, effectively, efficiently, and responsively and while endeavoring to accomplish your objectives. However, many, if not most, Matters will implicate third parties with interests and activities opposing yours and the effects of such opposition is unpredictable as it would be in any contested matter. Other factors, apart from such oppositional effects outside of our or your control or otherwise can also affect outcomes. Due to these uncertainties, we cannot ascertain or predict the outcome of any Matter, litigation or other engagement or professional undertaking or the likelihood of your success in respect thereof.
DISPUTES, MANDATORY MEDIATION AND BINDING ARBITRATION: Although we do not expect disputes to arise between us and you, we understand that disagreements can arise. Please let us know immediately if you become dissatisfied with any aspect of Our Relationship. We expect that most issues can be informally resolved by discussion. All claims against you and us or your or our respective Affiliates, or your or our respective owners, businesses, officers, directors, contractors, or employees or their respective Affiliates (collectively the “Relevant Persons”) arising from Our Relationship, including without limitation in respect of (i) any engagement Agreement, (ii) any breach of an engagement Agreement (including but not limited to payment of our fees and expenses), or (iii) your engagement of us, including claims against us, whether in respect of negligence, malpractice or otherwise (each a “Claim”), must be initiated as set forth below and within the time limits set forth below or it will be barred. Any Claim not otherwise resolved by agreement between the relevant parties will be subject to the below mandatory two-step resolution process:
Step (1) Mediation in Collin County, Texas, with such mediation being performed in good faith by the relevant parties initiated by such parties within one year from the date of the events (including omissions) giving rise to such Claim. A full-day mediation will be held at the office of a mutually agreeable mediator. If the parties are unable to agree on a mediator after reasonable efforts to confer, we, on the one hand, and you, on the other hand, will each select a mediator and those two mediators will select a single mediator to hear the mediation. Each party will be responsible for its own mediation fees and costs but will share the costs of the mediator(s) equally. If the parties are unable to reach a settlement after attempting mediation in good faith, the parties must then proceed to binding arbitration, as set forth in the following Step 2.
Step (2) Arbitration in Collin County, Texas, in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), unless all of the relevant parties mutually agree, in writing, to use a non-AAA arbitrator or procedure. The arbitration will be final and binding, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction. A single arbitrator will be appointed. All threshold and preliminary issues, including any dispute regarding this provision or the terms of the Agreement, will be submitted to the arbitrator. The arbitrator will issue a reasoned award. The arbitrator will determine which party is the prevailing party and will award to such prevailing party all reasonable attorneys’ fees, costs, and expenses and shall not rule that any such fees, costs or expenses will be borne proportionally in any manner or for any reason.
Step 1 (mediation) is a mandatory precondition to Step 2 (arbitration). In the event that a party initiates arbitration without following Step 1 above, the parties agree that the arbitrator will immediately refer the matter to mediation in accordance with the Step 1 paragraph above and order that the arbitration is completely abated pending the completion of the mediation.
YOU (AND US) ACKNOWLEDGE AND UNDERSTAND THAT ALL PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL IN COURT AND A JURY TRIAL BY SUBMITTING TO THE TERMS HEREOF. In the event that any Claim does not proceed in accordance with this mandatory two-step process, the parties expressly agree that venue and jurisdiction for any dispute arising under the Agreement shall nonetheless reside exclusively in Collin County, Texas and all objections to venue and jurisdiction in Collin County, Texas are explicitly waived. If any party makes any filing with a court (in Collin County or otherwise) regarding a Claim, such a filing will constitute a material breach of our agreement. Accordingly, the party making a filing with a court will be responsible for all the attorneys’ fees, costs and expenses incurred by the responding party as a result of such filing.
The agreement to binding arbitration contained herein does not, and is not intended to, prohibit or limit the recovery of damages that are allowable under the law. Rather, such agreement is designed to simply shift resolution of a dispute from a court of law to a different forum. With that said, binding arbitration is different from litigation in court in number of important ways. For example: (i) many observe that there are cost and time savings associated with arbitration; (ii) unlike litigation in a court, binding arbitration involves waiving the right to a jury trial; (iii) the amount of discovery allowed by the parties is often reduced in arbitration; (iv) the rules of evidence are often more relaxed in an arbitration proceeding; (v) arbitration often means the loss of the right to a judicial appeal because arbitration decisions can be challenged only on very limited grounds; and (vi) arbitration is typically a more private process compared to a public trial.
The foregoing notwithstanding, if the provisions as to arbitration above in any way limit the coverage or enforceability of any malpractice or errors and omissions insurance covering us or any of our personnel or person covered thereunder that would otherwise be applicable to a dispute with you then Step 2 as to arbitration shall not govern as to that dispute and those matters may be litigated in the courts. You (and we) acknowledge our agreement of confidentiality in respect of any of our disputes contained elsewhere herein.
RECORDINGS: You hereby consent to us recording in any manner any conversation, whether in person or over telecommunication or other electronic means, in which we are a party or in which you are a party and in which you know we are participating at the time of the conversation. However, because of the risk that attorney-client communications may not receive the privilege and other benefits for you should they become public, we require that, if you wish to record any communication we have with you, you provide to us written notice and obtain our written consent to such recording where we are a party in order that we can advise you of the risks before you undertake any such recording.
PRIVACY: Attorneys, like other professionals who advise on personal financial matters, are required by a federal law (the Gramm-Leach-Bliley Act) to inform their clients of their policies regarding privacy of client information. Because attorneys have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by this law, we have always protected our clients’ right to privacy. In the course of representing our clients, we receive all manner of significant personal financial information from them. As our client, you are advised that all information we receive from you will be, as required by applicable law, held in confidence and not released to outside persons, except as agreed to by you or as required to be disclosed under applicable law. Unless you instruct otherwise, we may deliver materials containing privileged information to independent contractors, such as copy services, hired by us in the furtherance of our representation of you under circumstances where we reasonably expect that the confidential character of the information will be respected by the independent contractor. We retain records relating to professional services we provide to assist our clients with their professional needs and, in some cases, to comply with professional guidelines. To guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards.
NON-SOLICITATION: Until the termination of our representation of the Client and for a period of two (2) years thereafter (the “Relevant Period”), except as otherwise permitted by law in contravention of the agreements in this paragraph, you agree that you will not, and will ensure that your Affiliates do not, directly or indirectly, take the following actions (the “Client Restricted Actions”): (i) solicit or attempt to solicit for employment or engagement as a contractor (each a “Client Engagement”) any persons employed by us during the Relevant Period, (ii) undertake a Client Engagement of any person employed by us during the Relevant Period, (iii) induce any of our employees during the Relevant Period to leave our employment or (iv) while in our employ, induce any employee to provide, or accept from any such employee, services that we provide, other than through our law firm and under our terms of services; provided that the preceding shall not apply to any employee that has not been in our employ for at least one (1) year prior to any action that would otherwise be a Client Restricted Action. If the Client or any of its Relevant Persons shall during the Relevant Period undertake a Client Engagement of any person that was employed by us or who has employed by us within one (1) year of such Client Engagement, regardless that such Client Engagement may be permitted by law in contravention of the agreements in this paragraph, we may, by written notice to you, waive the applicable Client Restricted Action that would prohibit such Client Engagement by you or your Relevant Person, in which case you shall be obligated to pay us thirty percent (30%) of such person’s annualized compensation under the Client Engagement (even if the person is not promised that such Client Engagement may be for a period of an entire year), including any promised bonuses, which payment shall be due upon our written waiver notice whether it was you or any of your Relevant Persons who undertook the Client Engagement of such person.
Nothing in the preceding paragraph shall prohibit any general solicitation for employment or engagement as a contractor by any party.
CHOICE OF LAW: These terms and any Agreement, and issues arising from or related hereto or to any such Agreement, and Our Relationship, shall be interpreted and construed under the laws of Texas. In the event of any conflict of law, the laws of Texas shall prevail, without regard to the application of conflict of law rules which may imply otherwise.
JURISDICTION: If in any event that an order is sought to enforce the dispute resolution provisions above or in any event that litigation may occur in respect of Our Relationship, each of you and us irrevocably and unconditionally submit to the exclusive jurisdiction of any federal or state court located in Collin County, Texas over any such order or litigation, or any of the agreements or transactions contemplated hereby. You further irrevocably and unconditionally submit to the jurisdiction of any court, wherever located, for the purpose of joining upon motion of us in respect of any order, litigation, suit, action, or other proceeding brought by any third party against us relating to any enforcement of the dispute resolution provisions above or in any litigation that may occur in respect of Our Relationship.
LIMITATIONS: Even with a close and ongoing relationship with our clients which might approach the nature of, or even be referred to as one of, a general counsel we are not “in-house employed counsel” with our clients and do not have day-to-day, hour-to-hour internal information regarding our clients as might a general counsel. We are engaged to assist you on discreet Matters on an episodic basis. As such, you may not rely that we will address, and you release us from liability for not addressing, matters and issues that are not by necessity included in any specific Matter and of which you do not inform us of in writing (which may be by email or by our confirmation of it by email) and explicitly ask for our services to address and we agree thereto. Also, we take no responsibility for, and you release us from liability for, any actions or communications which you take that are not considered by us in advance and that you undertake before we provide advice or in respect of which you fail to comply with our specific advice, including without limitation, any failure to use specific language that we provide.
You acknowledge and agree that we will not be liable under any circumstances to you or any other party, person or entity for any damages or losses that may result where we are not the cause from (i) events beyond our control; (ii) disbursement or non-disbursement of funds by payment processors (and you are not relieved from payment of amounts owed by us that fail in this regard); (iii) loss or liability resulting from the unauthorized use or misuse of any account numbers, passwords or security authentication options; (iv) unauthorized access or alteration of your transmissions or data; (v) statements or conduct of any third party; (vi) loss or liability relating to the deletion of or failure to store email or other electronic messages; or (vii) violation of any third-party rights, including, but not limited to, rights of publicity, rights of privacy, intellectual property rights and any other proprietary rights.
NEITHER YOU NOR US SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES), WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE MONETARY LIABILITY TO YOU IN ANY WAY IN RESPECT OF OR ARISING IN CONNECTION WITH ANY EVENT OR CIRCUMSTANCE IN CONNECTION WITH OUR REPRESENTATION OF YOU OR IN RESPECT OF ANY MATTER OR OTHER EVENT OR CIRCUMSTANCE IS LIMITED TO NO MORE THAN AN AMOUNT EQUAL TO THE FEES PAID TO US WITHIN THE PRECEDING TWELVE-MONTH PERIOD PRIOR TO SUCH EVENT OR CIRCUMSTANCE.
YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR RELATIONSHIP MUST (WHETHER SUCH CLAIM OR CAUSE OF ACTION IS OURS OR YOURS) BE FILED WITH AN APPROPRIATE MEDIATOR, ARBITRATOR OR COURT WITHIN THE LONGER OF (I) TWO (2) YEARS OR (II) THE MINIMUM PERIOD OF TIME PERMITTED BY APPLICABLE LAW AFTER SUCH CLAIM OR CAUSE OF ACTION INITIALLY AROSE OR REASONABLY COULD HAVE BEEN DISCOVERED OTHERWISE SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. AS A MATTER OF CLARITY, THE FILING OF A CLAIM WITH A MEDIATOR AS DESCRIBED ABOVE SHALL TOLL THIS LIMITATION AND SHALL AVOID THE CLAIM BEING BARRED, BUT ANY COMMUNICATIONS PRIOR THERETO SHALL NOT BE SUFFICIENT TO TOLL THIS LIMITATION.
YOU FURTHER AGREE THAT ANY DISPUTE OR DISAGREEMENT RELATING TO OR ARISING OUT OUR RELATIONSHIP SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. AS SUCH YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT BRING A CLAIM THAT RELATES TO OR ARISES OUT OF OUR RELATIONSHIP AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION, A CONSOLIDATED ACTION OR A REPRESENTATIVE ACTION. YOU ACKNOWLEDGE AND AGREE THAT CLASS ACTIONS, REPRESENTATIVE ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ACTIONS ARE NOT PERMITTED.
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS CONTAINED ABOVE ARE AN ESSENTIAL ELEMENT OF OUR AGREEMENT TO PROVIDE SERVICES TO YOU AND ABSENT SUCH LIMITATIONS, WE WOULD NOT ENTER INTO ANY ARRANGEMENT TO PROVIDE SUCH SERVICES.
NOTICE REQUIRED BY THE STATE BAR OF TEXAS: Texas attorneys must provide notice to clients of the existence of the grievance process in respect of client issues with their attorneys. The required notice is as follows: The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s Office of Chief Disciplinary Counsel will provide you with information about how to file a complaint. Please call 1-800-932-1900 toll-free for more information.
Version 2024.06.25