ENGAGEMENT AGREEMENT
We would like to thank you for entrusting your legal
needs to
Leon Bass and the law firm of Taft Stettinius &
Hollister, LLP (hereinafter the Leon Bass and Taft
Stettinius & Hollister, LLP are collectively
referred to as the “Firm”).
We appreciate your confidence in us.
If you agree to allow us to represent you, we
will make every effort to continue to satisfy you
with prompt, thorough and efficient legal
representation.
It is our policy to confirm in writing the
scope and terms of our engagement with all clients,
who have both encouraged this practice and have
found it to be useful.
In addition to this form, we will confirm (or
already have confirmed) the specific scope of our
relationship in another written document or
documents (e.g. email or letter), and to the extent,
if any, that those terms conflict with the terms
herein, the other document(s) will control.
This document is the same as a written, printed
agreement and by checking the box above ("I
understand and agree with the terms") and clicking
the submit button, you are entering into an
agreement in the same way that you would if you
signed your signature to a written, printed
agreement.
Please review this information below
carefully and let us know as soon as possible if you
have any questions.
New Clients are asked to review the following and
click to agree below before we agree to the
representation. The terms below apply to all ongoing
attorney client relationships with this firm unless
otherwise agreed in writing.
Leon Bass and the Firm are happy to be working with
you. If you choose to allow us to represent you and
we agree to represent you, then the terms as
discussed below will apply, unless you and the
attorney enter into a separate agreement, and then
these terms will only apply to the extent that the
new agreement does not change them.
If a new agreement is signed, then this
agreement will not apply to the extent that this
agreement is inconsistent with the new agreement.
Please understand that the attorney-client
relationship will not
go into effect until the attorney has 1)
performed a conflict of interest check and has found
no conflicts, and 2) the attorney has agreed to the
representation.
By signing this agreement, you agree to the
representation and to the terms herein.
Scope of Engagement.
We have agreed that we will represent the Company
(or if agreed, the individual(s)) in
specific matters previously discussed and other
matters for which the Firm later agrees.
The initial work will be limited to that previously
discussed and confirmed in writing by email or
separate writing.
We may agree to provide other services in the
future, and if so these terms will apply to those
future services unless we have entered into another
written agreement, and then this agreement
will not apply to the extent that this agreement is
inconsistent with the new agreement. Our engagement does not include any advice or
other legal services relating to federal or state
securities laws, including appearing or practicing
before the U.S. Securities and Exchange Commission
(SEC) or your disclosure obligations under such
laws, and we understand that you will not, without
our prior written consent, include documents or
information we provide to you in any filings with
federal or state securities regulators, including
the SEC. Further, our engagement does not include
any advice or other legal services relating to
federal or state tax laws. No communication or
advice given during the course of this engagement is
intended or written to be used, and cannot be used,
for the purpose of (1) avoiding penalties under the
Internal Revenue Code, or any state’s revenue laws
or (2) promoting, marketing or recommending to
another party any transaction or matter addressed in
the course of this engagement.
Customarily, each client of the Firm is assigned a
principal attorney contact who is responsible for
ensuring that you are and remain satisfied with all
aspects of our representation.
Leon Bass will initially be the attorney
primarily responsible for work performed for you.
However, some other attorneys, paralegals,
law clerks, legal assistants and other staff from
time to time in the Firm may also assist Mr. Bass.
Undoubtedly, your work or parts of it will be
performed by other lawyers and legal assistants
under Mr. Bass's general supervision.
Such delegation may be for the purpose of
involving lawyers and legal assistants with special
expertise in a given area or for the purpose of
providing services on the most efficient and timely
basis.
Whenever possible, we will advise you of the names
of those attorneys and legal assistants who work on
your matters.
You should also understand that Leon Bass an
attorney employed by the Firm as "Of Counsel." This
means that Mr. Bass is associated with the Firm and
all of the Firm's attorneys in such a way that you
have an attorney client relationship with the entire
Firm and all of its attorneys, including partners,
associates and other of counsel attorneys.
Therefore, all of the Firm's attorneys can
work on your matter, and of course, the
attorney-client privilege extends to all such
attorneys.
This means that we can share your information
with the Firm ; however, they are all bound by the
attorney-client privilege.
This also means that if there is a conflict
of interest between you and any client Leon Bass or
the Firm, then we may not be able to represent you
and must follow the Ohio Rules of Professional
conduct (ethics) with respect to how we will
proceed.
Also, please note, that if you are here on behalf of
a business, or we form a business for you, unless we
otherwise both agree, we will be representing the
business and not you personally or the individual
members.
If you are organized as a business entity
(corporation, LLC, partnership, etc.) the Company
may now have or may in the future have numerous
affiliates including subsidiaries, joint ventures,
direct and indirect owners. You agree that our
representation of the Company in the matter
described below does not give rise to a
lawyer-client relationship between our firm and any
of the Company's affiliates.
Accordingly, representation of the Company in
this matter will not give rise to any conflict of
interest in the event other clients of the firm are
adverse to any of the Company's affiliates.
Client
Responsibilities. You agree to pay our
statements for services and expenses as provided
below. In addition, you agree to be candid and
cooperative with us and to keep us informed with
complete and accurate factual information,
documents, and other communications relevant to the
subject matter of our representation or otherwise
reasonably requested by us.
Because it is important that we be able to contact
you at all times to consult with you regarding your
representation, you agree to inform us, in writing,
of any changes in the name, address, telephone
number, contact person, e-mail address, state of
incorporation, or other relevant changes regarding
you or your business.
Whenever we need your instructions or
authorization in order to proceed with legal work on
your behalf, we will contact you at the latest
business address we have received from you. If you
affiliate with, acquire, are acquired by, or merge
with another company, you agree to provide us with
sufficient notice to permit us to withdraw as your
lawyer if we determine that such affiliation,
acquisition, or merger creates a conflict of
interest between any of our clients and the other
party to such affiliation, acquisition, or merger,
or if we determine that it is not in the best
interests of the firm to represent the new entity.
Fees.
We are mindful of the costs of legal
services, and understand that every client wishes to
avoid unnecessary expense.
The principal basis for computing our fees
will be the amount of time spent on the matter by
various lawyers and legal assistants multiplied by
their individual hourly billing rates.
Our standard rates are reviewed periodically,
usually annually, and are subject to change during
the course of this engagement. Other factors also
may be taken into consideration in determining our
fees, including the novelty and difficulty of the
questions involved; the skill requisite to perform
the services properly; the experience, reputation,
and ability of those performing the services; the
time limitations imposed by you or the
circumstances; the amount involved; and the results
obtained. Accordingly,
where appropriate we will utilize more junior
lawyers, law clerks, and paralegals.
Currently, our standard hourly billing rate
is $295.00-$395.00 per hour for attorneys and lower
rates typically apply for associates,
paralegals, and law clerks with a minimum of
one-tenth increments.
If we utilize other attorneys or their staff
on your behalf, their rates will apply and may be
different than our rates and may be greater. All
rates and fees are subject to change periodically at
our discretion.
You will
receive periodic statements showing our time
actually spent on your project.
The attorney may ask you for a retainer fee
and we will deposit your retainer into our IOLTA
trust account, which is a type of bank account that
is used to hold funds belonging to law firm’s
clients.
If the total billing for this project falls
short of your retainer or you have a balance at the
conclusion of this matter, the balance will be
returned to you upon request.
You will not receive interest from the funds
we hold for you in our IOLTA account in accordance
with Ohio law.
We will not transfer any money from the IOLTA
account until work is actually billed to you.
In addition, any expenses that we may incur on your
behalf will be itemized in our invoices and will be
your responsibility.
Such expenses customarily include such items
as court or government filing fees, expert witness,
messenger services, document reproduction, facsimile
charges, travel expenses, postage, legal research
fees, and long distance telephone charges.
However, no substantial out-of-pocket expense
will ever be incurred by our office on your behalf
without your prior written consent
On occasion, instead of billing on an hourly rate
plan, we may also agree to bill you for certain
projects on a flat fee basis.
If we agree to this arrangement, we will
fully explain the complete services that will
provide to you and the total fee for these services.
We will also specify what expenses, if any,
the fee will include and generally what expenses you
will be responsible for in addition to the fee.
You will be responsible for any and all
expenses other than the expenses specifically
included in any flat fee.
We will include on our statements separate charges
for performing services such as photocopying,
messenger and delivery service, computerized
research, travel, telephone conferencing and fax
charges, and search and filing fees. You also agree
to pay the charges for copying documents for
retention in our files.
You agree to be responsible for all such fees
and expenses as explained above during the course of
this representation.
We will on a regular basis, send you an
invoice showing the amount of our fees and expenses
attributable to each such additional matter.
Each invoice is payable upon receipt.
In the event that payment of any of our
statements is not received by us promptly, we
reserve the right to discontinue legal services and
that we will have no further duty to represent you
regardless of the status of any matter at that time,
and we may apply finance charges to your balance and
you agree to pay all such finance charges and fees
and costs associated with collection including but
not limited to reasonable attorneys’ fees.
In the event you are not in a position to pay
our legal fees and expense promptly upon receipt of
our invoice, we ask that you contact us to propose
some other payment arrangement.
The fee structure set forth herein is not set
by law, but rather is an understanding reached
between you and the Firm, as formalized by this
agreement.
You have the right to retain independent
counsel to review this letter and any materials we
prepare in the future on your behalf.
Also, please note, that if we do any type of
work for you that requires future follow up such as
business filings, trademark, etc, we will endeavor
to remind you when such future filings, renewals,
etc. are due; however, we cannot guarantee that we
will be able to do so; therefore you agree to remain
ultimately responsible for assuring that you timely
file any future renewals or other documents.
Estimates. The
fees and costs relating to this engagement are not
predictable. Accordingly, we have made no commitment
to you concerning the maximum fees and costs which
you may incur. Any estimate of fees and costs that
we may have discussed represents only an estimate of
such fees and costs.
Payment of
Statements. Statements normally will be
rendered monthly for work performed and expenses
recorded on our books during the previous month.
Payment is due promptly upon receipt of our
statement. If any statement remains unpaid for more
than 30 days, we may suspend performing services for
you until arrangements satisfactory to us have been
made for payment of outstanding statements and the
payment of future fees and expenses. We reserve the
right to impose a carrying charge of 1% per month on
any amounts unpaid for more than 30 days.
You or we may terminate this relationship at any
time (subject to your obligation to pay us according
to the terms of this agreement) by giving
appropriate notice to the other.
We will endeavor sufficiently in advance of
any such termination on our part to use reasonable
efforts to assure that you can retain alternative
counsel without a lapse in representation.
Retainer and Trust
Deposits. New clients of the firm are
required to deposit a retainer with the firm. Unless
otherwise agreed, the retainer deposit will be
credited toward your unpaid invoices, if any, at the
conclusion of services.
At the conclusion of our legal representation
or at such time as the deposit is unnecessary or is
appropriately reduced, the remaining balance or an
appropriate part of it will be returned to you. If
the retainer deposit proves insufficient to cover
current expenses and fees at some point during the
representation, it may have to be increased.
All trust deposits we receive from you, including
retainers, will be placed in a trust account for
your benefit. Normally, pursuant to court rule, your
deposit will be placed in a pooled account, and the
interest earned on the pooled account will be
payable to a charitable foundation. Other trust
deposits will also be placed in the pooled account
unless you request a segregated account.
Conflicts of
Interest. (a) Our firm is a relatively large
law firm and represents many other companies and
individuals. Thus, during the time we are
representing you, we may also represent other
present or future clients in disputes or
transactions adverse to you that are unrelated to
this representation. Based on the foregoing, you
agree that our representation of you will not
disqualify our firm from representing other clients
whose interests are or may be adverse to yours on
matters unrelated to our representation of you or
opposing you in other matters, including litigation,
that are unrelated this representation, and you
consent to any conflict of interest with respect to
those representations. We agree, however, not to use
any proprietary or other confidential information
concerning you acquired by us as a result of our
representation of you to your material disadvantage
in connection with any litigation or other matter in
which we are opposed to you.
(b) In part because of the number of clients that
Taft represents and the complexity of the matters in
which we become involved, from time to time issues
arise that raise questions as to our duties under
the professional conduct rules that apply to
lawyers. These might include, e.g., conflict of
interest issues, and could even include issues
raised because of a dispute between us and you over
the handling of a matter. Under normal circumstances
when such issues arise we would seek the advice of
our General Counsel, who is a partner in this firm
and who is an expert in such matters. Historically,
we have considered such consultations to be
attorney-client privileged conversations between
firm personnel and the counsel for the firm. In
recent years, however, there have been judicial
decisions indicating that under some circumstances
such conversations involve a conflict of interest
between the client and the client’s firm and that
such consultation with firm’s counsel may not be
privileged, unless the firm either withdraws from
the representation of the client or obtain the
client's consent to consult with counsel.
We believe that it is in our clients' interest, as
well as Taft’s interest, that in the event legal
ethics or related issues arise during a
representation, we receive expert analysis of our
obligations. Accordingly, as part of our agreement
concerning our representation of the Company, you
agree that if we determine in our own discretion
during the course of the representation that it is
either necessary or appropriate to consult with
either Taft’s internal counsel or, if we choose,
outside counsel, we have your consent to do so and
that our representation of you shall not, thereby,
waive any attorney-client privilege that Taft may
have to protect the confidentiality of our
communications with counsel.
Advice about Possible
Outcomes. Either at the commencement or
during the course of our representation, we may
express opinions or beliefs concerning the legal
issues or various courses of action and the results
that might be anticipated. Any such statement made
by any lawyer of our firm is intended to be an
expression of opinion only, based on information
available to us at the time, and should not be
construed by you as a promise or guarantee.
Termination of
Engagement. You may at any time terminate our
services and representation upon written notice to
the firm. Such termination shall not, however,
relieve you of the obligation to pay for all
services already rendered, including work in
progress and remaining incomplete at the time of
termination, and to pay for all expenses incurred on
your behalf through the date of termination.
We reserve the right to withdraw from our
representation as required or permitted by the
applicable rules of professional conduct upon
written notice to you. In the event that we
terminate the engagement, we will take such steps as
are reasonably practicable to protect you interests
in any pending matters, and you agree to take all
steps necessary to free us of any obligation to
perform further, including the execution of any
documents necessary to perfect our withdrawal. We
will be entitled to be paid for all services
rendered and costs or expenses incurred on your
behalf of
through the date of withdrawal. If permission
for withdrawal is required by a court or arbitration
panel, we will promptly request such permission, and
you agree not to oppose our request.
Conclusion of
Representation; Retention and Disposition of
Documents. If our representation is
terminated our own files pertaining to the matter
will be retained by the firm. These firm files
include, for example, firm administrative records,
time and expense reports, personnel and staffing
materials, and credit and accounting records; and
internal lawyers' work product such as drafts,
notes, internal memoranda, and legal and factual
research, including investigative reports, prepared
by or for the internal use of lawyers, and copies of
all other documents made by the firm.
All such documents retained by the firm will
be transferred to the person responsible for
administering our records retention program. For
various reasons, including the minimization of
unnecessary storage expenses, we reserve the right
to destroy or otherwise dispose of any such
documents or other materials retained by us within a
reasonable time after the termination of the
engagement.
Please see also
website terms and conditions and LawNotes
Disclaimer, which are incorporated herein.
We always maintain our best effort to protect
client information; limitations of the Internet
sometimes allow email messages to be viewed by third
parties. For this reason, email messages may not be
protected by attorney/client privilege
Please review this letter carefully.
In general, we ask that
you do not discuss your legal matters with anyone
without first discussing any such third party
disclosures with us.
In this way we can protect the
attorney-client privilege.
Please ask us anytime you have any questions
or if anything is not clear.
We hope that this letter provides you with a
better understanding of the scope of our
contemplated representation as well as the fee
structure of this Firm for this matte.. If the terms
of the engagement are acceptable, please click the
link below indicating your acceptance of the terms
herein, which has the force and effect of a legal
agreement. By doing so, you acknowledge that; (1)
you have received a copy of this letter; (2) that
you have had an opportunity to discuss the contents
with us and, if you desire, to have it reviewed by
independent counsel; and (3) that you understand,
accept and agree to abide by the terms hereof.
Once you have submitted this form, please pay
the requested retainer and we will promptly begin
work on your project as discussed.
Please do not hesitate to contact us with any
questions or concerns.
We are looking forward to working with you!
Yours Truly,
Taft /
Leon D.
Bass /
Taft Stettinius & Hollister LLP
65 E. State Street, Suite 1000
Columbus, OH 43215
Tel: Direct: 614-431-2277 • Fax: 614.221-2007
www.leonbass.com
/
www.taftlaw.com / lbass@taftlaw.com
