STANDARD TERMS OF ENGAGEMENT
The following provisions (the “Standard Terms”) set forth the additional terms of engagement as your attorneys and are an integral part of our agreement with you described in the engagement letter. Therefore, we ask that you review these Standard Terms carefully and contact us promptly if you have any questions.
Scope of Work
The engagement letter and any related correspondence describes the services that the Firm has agreed to provide. Any questions that you have about the scope of services should be brought to our attention immediately.
We will at all times act on your behalf to the best of our ability. Any expressions on our part concerning the outcome of your legal matters are expressions of our best professional judgment but are not guarantees. Our opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed. You agree that we are not responsible for the business or economic success of any transaction in which we represent you.
As applicable, our client in this engagement is the company that is identified in the applicable Client Intake Form (“Company”), and we are not the attorney for any affiliate of the Company (i.e., any corporate parent, subsidiary, employee, officer, director, shareholder or partner of the Company, or commonly owned corporation or partnership) unless we execute a separate engagement letter with such person or entity that explicitly states otherwise.
The attorney-client relationship will be considered terminated upon our completion of the services that you have retained us to perform. After completion of this engagement, changes may occur in applicable laws and regulations that could affect your rights and liabilities. Unless we are actually engaged after completion of this representation to provide additional advice on such issues, the Firm has no continuing obligation to give advice with respect to any future legal developments that may pertain to this matter. If you later retain us to perform additional services, our attorney-client relationship will be renewed subject to the terms of engagement, as agreed to at that time.
Customarily, each client of the Firm has a primary attorney contact. Subject to the supervisory role of the primary attorney, your work or parts of it may be performed by other attorneys, paralegals or legal assistants employed by or affiliated with the Firm and billed at the Firm’s standard billing rate or at no extra charge in connection with a flat fee project. Such delegation may be for the purpose of involving attorneys or paralegals with special expertise in a given area or for the purpose of providing services on the most efficient and timely basis. The Firm may also engage professionals and advisors to advise it in the course of providing advice to you, either at its own cost and expense, or, if agreed-to by you in writing, at your cost and expense as separately billed to you.
You agree that the Firm may identify you and/or your company as a client for marketing or other business purposes so long as the nature and purpose of the Firm’s representation is not disclosed, unless you otherwise notify the Firm in writing. If you choose to write a review of the Firm’s services in an online or other public format (“Review”), you hereby grant the Firm the right to display, reproduce, distribute, create derivative works of and otherwise use the Review for any purpose.
Fees for Services
Our engagement letter sets forth our agreement regarding fees for the services we will provide. This section applies if we have agreed to charge you for services based on the amount of time and effort we devote to your matter.
We will keep accurate records of the time we devote to your matter, including communications, negotiations, preparation of written correspondence, factual and legal investigation, research and analysis, document preparation and revision, travel on your behalf, and other related matters. We record time in units of quarters of an hour, and our billing statements will show the time devoted to your matter in an itemized format.
The Firm’s standard billing rate may be adjusted periodically to reflect current levels of legal experience, changes in overhead costs and other factors.
We are often requested to estimate the amount of fees and expenses likely to be incurred in connection with a particular matter. Whenever we furnish such an estimate, it is based upon our professional judgment, and always with a clear understanding that it is not a maximum or fixed fee quotation, unless we have expressly agreed to such in the Compensation section of the engagement letter. The ultimate cost frequently is more or less than the amount estimated.
We typically incur on behalf of our clients certain costs arising in connection with the provision of any legal services. These may include advanced disbursements, such as travel expenses, including hotel, mileage, transportation and meal expenses, and filing, recording and certification of documents or other materials. Your statement will include an accurate itemization of these disbursements. We reserve the right to ask you to pay directly any expenses incurred with outside vendors.
In many situations, however, the precise total cost of providing a service that is critical to our provision of legal services is difficult to establish, in which case we use our professional judgment to set reasonable charges for such services. Thus, we will itemize charges on your statement for ancillary services we provide, such as photocopying; document production, scanning and digital imaging; telephone charges; facsimile transmittals; computer research; staff overtime; postage; and courier/delivery services.
Billing Arrangements and Terms of Payment
The Firm’s billing statements are due upon receipt. Following your receipt of a statement, please let the Firm know immediately if you have any questions. If we do not receive any communication from you regarding a statement within 5 days following your receipt of such statement, that will indicate your acceptance of the amount and acknowledgment to pay. Any statement that is not paid within 30 days of its date will be considered past due and we reserve the right to charge interest on any such past due billings at the rate of 1½ % per month (18% per annum) until paid.
In addition, we expressly reserve our right, subject to the Rules of Professional Conduct and any applicable court rules, to withdraw from and terminate our representation if you fail to pay our bills. Finally, in the unlikely event that we are required to institute legal proceedings to collect our fees and costs, it is agreed that we would be entitled to reasonable attorneys’ fees and other costs of collection if we prevail.
Conflicts of Interest
For each assignment, we will undertake reasonable and customary efforts to determine whether there are any potential conflicts of interest with other clients that would prevent our Firm from representing you. We will review the issue in accordance with the Rules of Professional Conduct adopted in North Carolina. We believe that those rules, rather than the rules of any other jurisdiction, are applicable to this representation, and your acceptance of our representation in this matter is your express agreement to the applicability of those rules.
Communications and Confidentiality
Our Firm’s technology permits us to use Internet-based electronic mail for client communications in many instances. Although we have found electronic mail to be an efficient, reasonably private means of communication, it is not, of course, a perfectly secure medium. Unless you specifically direct us otherwise, we may use unencrypted electronic mail sent on the Internet to communicate with you and to send documents that we have prepared or reviewed related to this engagement.
As a matter of professional responsibility, we are generally required to preserve the confidences and secrets of our clients. This professional obligation and the legal privilege for attorney-client communications exist to encourage candid and complete communication between a client and attorney. We can perform truly beneficial services for you only if we are aware of all information that might be relevant to our representation. We trust that our attorney-client relationship will be based on mutual confidence and unrestricted communication that will facilitate our proper representation of you in this engagement.
Under North Carolina Bar Rule 1.13, the Firm’s attorney-client relationship with the Company (as applicable) includes certain communications between the Firm and the Company’s duly authorized officers, directors, employees, shareholders, and other constituents. The courts have determined that the attorney-client relationship also extends to certain communications between the Firm and your independent contractors who are considered the “functional equivalent” of employees of the Company. In order to preserve the attorney-client relationship with respect to its communications, if the Company intends for any of its independent contractors to be covered by the Company’s attorney-client relationship with the Firm, the Company will indicate to the Firm in writing which such entities or persons should be covered, an explanation of how the person’s work will assist the Company with legal matters, and why the work cannot be conducted in-house. Such writing should expressly recognize that the independent contractor will work with the Firm and that the Company expects the communications to be confidential.
At the conclusion of each engagement, we return to the client any documents that are specifically requested to be returned. As to any documents so returned, we may elect, but are not obligated, to keep a copy of the documents in our stored files.
At the close of any matter, we may send our files in that matter to a secure storage facility for storage at our expense. We also may determine that it is appropriate to retain certain file materials in an electronic media format only. We determine how long we will maintain files in storage based on the requirements of the Rules of Professional Conduct and the Firm’s policies, which may change from time to time.
Termination of Engagement
You may terminate our representation at any time by notifying us in writing. Your termination of our services will not affect your responsibility to pay the Firm for legal services rendered and expenses incurred before termination and in connection with an orderly transition of the matter, if applicable.
Our right to terminate our representation of you is subject to the limitations and obligations imposed by any applicable court rules and the Rules of Professional Conduct. You should be aware that several types of conduct or circumstances might permit or require us to withdraw from representing you, including for example, nonpayment of fees or costs, misrepresentation or failure to disclose material facts, action contrary to our advice, and conflicts of interest with another client. We try to identify in advance and discuss with our client any situation which may lead to our withdrawal, and if withdrawal ever occurs we will promptly provide you with written notice.
You acknowledge and expressly agree that all claims, disputes and controversies between us, whether in tort, contract or otherwise, arising out of or relating to this engagement, the Standard Terms, the engagement letter and the services to be provided hereunder (including but not limited to legal malpractice claims and disputes over legal fees) will be submitted to final binding arbitration. You realize that, by agreeing to arbitration, you will be waiving the right to a jury trial and the extensive discovery rights typically permitted in judicial proceedings. Unless otherwise agreed or required by applicable jurisdictional requirements, the arbitration shall be initiated and conducted in accordance with the NC Revised Uniform Arbitration Act, the American Arbitration Association shall be the appointing authority, and the number of arbitrators shall be one.
NOTICE: THESE STANDARD TERMS CONTAIN PROVISIONS REQUIRING ARBITRATION OF ALL CLAIMS, DISPUTES AND CONTROVERSIES. BEFORE YOU SIGN THE ENGAGEMENT LETTER YOU SHOULD CONSIDER CONSULTING WITH ANOTHER ATTORNEY ABOUT THE ADVISABILITY OF MAKING AN AGREEMENT WITH MANDATORY ARBITRATION REQUIREMENTS. ARBITRATION PROCEEDINGS ARE WAYS TO RESOLVE DISPUTES WITHOUT USE OF THE COURT SYSTEM. BY ENTERING INTO AGREEMENTS THAT REQUIRE ARBITRATION AS THE WAY TO RESOLVE DISPUTES, YOU GIVE UP (WAIVE) YOUR RIGHT TO GO TO COURT TO RESOLVE THOSE DISPUTES BY A JUDGE OR JURY. ALSO, YOU GIVE UP (WAIVE) YOUR RIGHT TO AN APPEAL, AND WILL BE REQUIRED TO PAY A PORTION OF THE ARBITRATION FEES. THESE ARE IMPORTANT RIGHTS THAT SHOULD NOT BE GIVEN UP WITHOUT CAREFUL CONSIDERATION.