Scope of the Engagement: We have been asked to represent ("you" or "the client").
The scope of this engagement is limited to general advice based on your selected flat fee subscription package which may or may not include legal work in the areas of employment law, business organizations, general contracts, trademark and copyright. Other than any basic and initial cease and desist letters you may request as a project, the scope of this representation does not include litigation of any matter or any other actual or potential litigation, appeals, arrangements, or transactions that may arise out of these matters. Legal work on these matters will be performed by Jeremy Spoon and Ariel Gurian, as well as other agents of DeepLaw LLP as is necessary. The subscription fee for these matters (see Fees below) is based on the following assumptions: A monthly prepaid fixed fee arrangement will be used for case management fees, document review, and general advice on labor, employment, e-commerce, general contract, intellectual property issues, or any other general business legal matters; plans are meant to be flexible in nature where you may upgrade, downgrade, or cancel based on your needs for the upcoming month. Our representation may be expanded if the parties separately agree in writing to do so. After this engagement concludes upon termination of your subscription, the firm has no further obligation to advise you. As such, if there are any later legal developments that may impact your future rights and liabilities, including changes in the applicable laws or regulations, you will have to engage us separately to advise on such developments.
We will do our best to serve you efficiently. As such, we will use artificial intelligence and our chatbot, “Elaina,” in this matter for a variety of reasons including general communication, answering general client questions, drafting documents, first review of documents, billing, communication with government entities, and other firm related administrative matters. The outcome of any matter is subject to inherent risks and other factors beyond our control. Therefore, we have not made, and cannot make, any guarantees or promises concerning the outcome of this matter.
Fees: We have agreed that the fee for this engagement will be based on the flat fee subscription or trademark package you selected on the DeepLaw LLP firm website, payable either in a one time flat fee for trademark services or in monthly or yearly payments due every 28 days or annually for subscriptions. It is expressly understood that this fee is based upon the scope of engagement as defined above. The flat fee or subscription annual/monthly fees are based on the following assumptions based on your selected plan: document drafting and review, continuous access to attorney advice and support during the term of your subscription, government filings (excluding filing fees unless otherwise stated on the DeepLaw LLP firm website). Any expansion of the scope of services shall be the subject of a supplementary or separate engagement letter which defines the scope of such additional services to be performed and the fees to be paid for such additional services at a billable rate of $200 per hour. If the actual work substantially departs from the assumptions, the parties agree to reconsider, in good faith, an adjusted fee for additional phases of work on this matter.
Billing: DeepLaw LLP will bill you initially upon the acceptance of this Engagement Letter and thereafter according to your selected plan (fixed fees every 28 days or annually) after your first initial engagement flat fee payment.
Waiver: Because of DeepLaw LLP's size, geographical reach, and broad legal practice, it is possible that attorneys in one or more of our offices or departments may now or in the future represent parties in matters in which their interests are adverse to your interests or those of your affiliates. You hereby agree that we may continue to represent or may in the future represent new or existing clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those matters may be adverse to you (directly or indirectly). If DeepLaw LLP undertakes a conflicting representation, although there is a risk that we may not be able to exercise professional judgment fully in your interest, we believe that such risk is minimal and that we will be able to continue to represent you competently and diligently. In the event that an actual conflict arises, we may need to withdraw as counsel, which may result in increased expenses and delay. This risk, too, is minimal, as we will not undertake any representation that is directly adverse to your interests in this engagement. To minimize risks further, no attorneys working on this engagement will work on the conflicting matter and an ethical wall will be created to separate the conflicting matter from this engagement. In addition, sensitive, proprietary, or other confidential information of a non-public nature concerning you that we acquire as a result of our representation of you will not be transmitted to lawyers who may work on such matters. We have asked for similar agreements in engagement letters with many of our other clients to preserve our ability to represent you. By clicking "Agree and Submit" of this engagement letter, you confirm that you have had an opportunity to consult with independent counsel regarding the terms of this waiver.
Termination of the Representation: Upon written notice to the firm by cancelling within your password protected client portal, submitting termination notice via Elaina, or by emailing the firm directly to email@example.com with the subject line “termination”, you shall have the right at any time to terminate our services and representation under this Agreement. Such termination, however, shall not automatically entitle you to a refund of any portion of the flat rate for our services for any unused portion of the month or, in the case of an annual subscription, the year.
We also have the right to terminate the representation for good cause, subject to an obligation to give you reasonable notice to arrange for alternative representation. Good cause to withdraw includes, but is not limited to, (a) your failure to honor the terms of the engagement, (b) your failure to cooperate or follow our advice on a material matter, (c) circumstances where our continued representation would be unlawful or unethical, or (d) any other reason permitted by the applicable ethics rules. In the event that we terminate the engagement for good cause, you may be entitled to receive a refund on any portion of the flat rate for our services for any unused portion of your subscription depending upon the circumstances of termination. In the event that we terminate the engagement, we will inform about the termination in writing by email, and we will take such steps as are reasonably practicable to protect your interests in this matter. 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. If permission for withdrawal is required by a court, we will promptly apply for such permission and you agree to engage successor counsel to represent you.
Each client has the right to decide whether or not to retain DeepLaw LLP in this matter and may withdraw from our representation at any time. We ask any client considering withdrawal to provide reasonable notice prior to terminating our services. By clicking “Agree and Submit” below, each client agrees that, if its voluntarily withdrawal from the attorney-client relationship is without the cause of a conflict of interest, (a) we may continue to represent the remaining clients, (b) information that was provided to us prior to the withdrawal may be used in our ongoing representation, and (c) it will not seek to disqualify us.
Client Documents: During the engagement, we will maintain all documents relevant to this representation. Many of these documents will be available on your DeepLaw dashboard portal, at our discretion. At the conclusion of this engagement, we will retain your original documents for a period of three years unless you request that they be returned to you or you renew your subscription. If you have not requested possession of the file or any of its contents at the end of three years, the file will be destroyed in accordance with our record retention program.
Communication: It is important for us to maintain open communication with each other throughout this engagement. We will regularly keep you informed of the status of the matter and will promptly notify you of any major case developments. We will consult with you whenever appropriate. You also have unlimited anytime access to communicate with the DeepLaw artificial intelligence chatbot, Elaina, as well as unlimted anytime access to your DeepLaw dashboard. If you ever have trouble accessing Elaina or the dashboard, you agree to immediately email firstname.lastname@example.org so that we can address the issue.
You agree to communicate with and provide us with complete and accurate information as needed to further the case. Further, you will timely notify us of any changes in the structure of your organization, changes to the personal information or residence of any individuals related to this matter, or any extended periods of time when you will be unavailable.
Unless you specifically direct us otherwise, we may use chatbot, mobile phones, email, and facsimile machines in the course of this engagement. Our chatbot, email, and facsimile transmissions may not be encrypted so the use of such forms of communication under current technologies may place confidential or privileged information at risk. Similarly, the use of cell phones may place confidential or privileged information at risk. By signing below, you consent to our use of these forms of communication.
Cooperation: You will assist and cooperate fully with us with respect to this engagement. In connection with this engagement, you will be available to discuss issues as they arise, comment on and approve draft documents we prepare, and attend and participate in meetings, preparation sessions, court proceedings, and other activities.
You also agree to be truthful and to fully and accurately disclose to us all facts that may be relevant to the matter or that we otherwise may request. You will timely provide any new information that you receive about the matter so that we can represent you effectively.
and DeepLaw LLP agree that any dispute, controversy, or claim arising out of, or relating to, this Agreement or the breach thereof may be resolved by binding, final arbitration between the parties. The arbitration shall be administered by JAMS Chicago in accordance with its rules and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondent(s) of the request for arbitration or, in default of such agreement, by JAMS Chicago. The seat or place of arbitration shall be Chicago, Illinois. By agreeing to binding arbitration, you waive and thereby eliminate your right to submit the dispute for determination by a court, thus waiving your right to a jury trial. The grounds for appeal of an arbitration award are very limited as compared to a court judgment or jury verdict. Therefore, you should consult with independent counsel and carefully consider whether arbitration is acceptable to you.
Choice of Law and Forum: This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Illinois, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.
In the event that a dispute arises between us, unless you elect to arbitrate your claims, all such matters shall be resolved by a court. You agree that the state or federal courts of Illinois located in Cook County shall be the exclusive forums for litigation concerning this Agreement or any aspect of our engagement. You consent to personal jurisdiction in such courts as well as service of process by notice sent by regular mail to the address set forth above and/or by any means authorized by Illinois law.
In the event of any litigation, the prevailing party will be entitled to recover its reasonable attorneys' fees and other costs of collection.
Privacy: In the course of providing legal services to you, we may receive nonpublic personal information about you and/or your employees. All such information will be held in strict confidence and will not be disseminated to any person or entity outside this law firm without your consent, unless such disclosure is required under the applicable law.
You will be given and/or choose a unique username and password with which to log into your DeepLaw account files in order to communicate with the DeepLaw artificial intelligence chatbot, Elaina, and the DeepLaw attorneys. It is your sole responsibility to maintain the privacy of your username and password, and, in the event this privacy is breached, to immediately request a new username and password.
We may store some or all of your files on a variety of platforms, including your DeepLaw dashboard portal on our website and third-party cloud-based servers. Although we take every precaution to make sure these servers are encrypted and secure, there still is a risk that your confidential or privileged information may be disclosed. By signing below, you consent to our use of such storage services.
Attorney-Client Privilege: Generally, information we receive from you is subject to the attorney-client privilege. However, we may be under an independent ethical duty to reveal privileged information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.
Entire Agreement: This Agreement constitutes the sole and entire agreement between us with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter. In the event of any inconsistency between the statements in this Agreement and the DeepLaw LLP website at www.deeplawfirm.com, the statements in this Agreement shall control.
We urge , however, to consult with another lawyer of your choice about this joint representation and whether you should sign this Agreement.
Please review this letter carefully and let us know if you have any questions or concerns. If you agree to the terms of this letter, please click "Agree and Submit". You will receive an email copy of this Agreement for your files to the email address you provided at sign up. We appreciate the chance to be of service and look forward to working with you.