Terms of Engagement for Connective Counsel℠
These Terms of Engagement for Connective Counsel (“Terms”) govern your engagement of Kohrman Jackson & Krantz LLP (“KJK”) and our mutual agreement regarding our legal services.
ACCEPTANCE. You agree to these Terms unless you promptly notify us otherwise in writing. Any different or additional terms are rejected unless we affirmatively accept them in writing.
WHO IS OUR CLIENT? KJK is not providing legal advice to, or establishing an attorney-client relationship with, any affiliated party or person. If we act as counsel for any other entity that we organize on your behalf, then these Terms apply to that entity as well. We specifically disclaim any attorney-client relationship with, duty of care to, or fiduciary or other duties to, any other person or entity, regardless of relation or affiliation with you unless we have expressly agreed to such representation in writing.
SCOPE OF ENGAGEMENT. You have engaged KJK under the KJK Connective Counsel program. The scope of these services include routine: (i) maintenance of corporate structure and existence; (ii) corporate governance matters; (iii) advice on corporate legal issues; (iv) general employment matters; (v) drafting, negotiation and review of contracts, licenses and leases; (vi) advice and consultation concerning cyber security; and (vii) assistance with review of financing matters and negotiation of new lines of credit. Connective Counsel services do not include major transactions, such as acquisitions, sale of corporate entities or their assets, or complex business agreements involving extensive negotiation; personal estate planning; personal domestic relation matters; or litigation. We will inform you, prior to or within a reasonable time after commencing work, if any matter proceeds beyond this scope of the service, at which point you will be billed on an hourly basis or as we may otherwise agree. Estimates of anticipated fees for service outside of the Connective Counsel program are necessarily only an approximation of the potential fees due to the limited information available to us at the time and the uncertainties involved. We may express opinions, beliefs, and various courses of action or results that might be anticipated. Such statements are intended only as expressions of opinion, and not promises or guarantees.
YOUR RESPONSIBILITIES. You agree to: (a) cooperate with us; (b) fully and accurately disclose all facts and documents relevant to the representation or that we request; (c) make yourself and your personnel available to attend meetings, court proceedings and conferences; (d) refrain from engaging in illegal, unethical or fraudulent conduct that conflicts with our advice to you; and (e) pay our billing statements according to these Terms.
PRESERVATION OF EVIDENCE INCLUDING ELECTRONIC FILES. Whenever a potential legal claim is threatened or asserted, the law imposes a duty on all parties and potential parties to preserve records potentially relevant to the claim. If you are a party to litigation or threatened litigation, you should take immediate and affirmative steps to preserve all records that are potentially relevant to the claims or reasonably likely to be requested during discovery. This usually requires a “litigation hold” directive to all personnel who may have custody of the records, suspending the destruction of potentially relevant records, including the discontinuation of document-destruction practices carried out under a records-retention policy.
WHO WILL PROVIDE THE LEGAL SERVICES. Each client is served by a team of attorneys selected for you. All or part of the work we do for you will be performed by KJK attorneys, legal assistants and clerical staff as we deem appropriate, under the supervision of a team-lead attorney.
OUR FEES AND RATES. As set forth herein, KJK will provide you with certain services based on a flat monthly fee; however, any and all services outside of the scope of the Connective Counsel program shall be billed to you on an hourly basis. Our lawyers, paralegals, and clerical personnel providing specialized support maintain time records for the legal services provided for you. We periodically set their respective hourly rates based on each individual’s experience, skill and special knowledge. Unless otherwise agreed, the applicable rates are multiplied by the time expended on a matter, measured in tenths of an hour, to determine the fees for our services. The time records relating to this engagement will be reviewed monthly by the principal attorney assigned to you before a billing statement is rendered. At present, our hourly rates range from $50 to $120 for clerical support, $160 to $180 for paralegals and law clerks, $200 to $335 for associates and $310 to $500 for partners. Rate changes may occur from time to time during the course of this engagement, but such changes ordinarily would not occur more frequently than annually, usually at the beginning of a calendar year. If we have agreed on a fixed or contingent fee, our fees may not be limited to that amount if you fail to make complete and accurate disclosure of information we request, or if you materially change the terms, conditions, scope or nature of the work. Unless otherwise specifically agreed to by us in a separate writing or in the accompanying engagement letter, it is expressly understood that payment of our fees and expenses is in no way contingent on the ultimate outcome of the matter.
COSTS AND DISBURSEMENTS. We are not obligated to advance direct costs and expenses on your behalf, but when we do, we do so as your agent upon the understanding that you will pay these costs and expenses when we bill you for them. We may require an advance deposit from you relating to such direct costs and expenses, including but not limited to when the aggregate amount of any such costs or expenses exceeds $1,000 or if you fail to pay any of our invoices within 30 days.
RETAINER POLICY. We may require an advance retainer. All retainers are deposited in a non-interest bearing Interest on Lawyer’s Trust Account (IOLTA). If we are requiring the retainer as a deposit against fees, then we will draw against the funds deposited in the IOLTA account to satisfy our monthly billing statements and you will be required to replenish the retainer on a monthly basis. If the retainer is a deposit as security for payment, then the deposited funds will remain in the IOLTA account for the duration of this engagement, and you will be required to pay the amounts specified in our monthly billing statements without deduction for the retainer. If we do not specify the nature of the retainer, it will constitute a deposit as security. We will return any remaining balance of the retainer to you upon termination of our representation, subject to our reserved right to use such part of the remaining funds as necessary to satisfy any unfulfilled payment obligation you may have to us. We reserve the right to increase the amount of any retainer from time to time when necessary to secure payment.
BILLING, PAYMENT AND COLLECTION. Unless otherwise agreed, we will bill you on a monthly basis for fees, costs and disbursements. It is our policy to send our billing statements to the e-mail address specified by you. You agree to remit all payments (whether in payment of our billing statements or in replenishment of your retainer deposit) within 30 days after the date of our billing statements, in U.S. dollars, by check or drafts payable to “KJK” or to “Kohrman Jackson & Krantz LLP”, by credit card or by wire transfer to an account designated by us. We reserve the right to assess interest on late payments at the maximum rate permitted by state law, but not exceeding 1.5% per month.
CONFLICTS OF INTEREST. In the event that our representation of you becomes directly adverse to our representation of another client, or there arises a substantial risk that our ability to represent you will be materially limited by our responsibilities to another client, the Ohio Rules of Professional Conduct will prohibit us from continuing our representation of you unless:
- we determine that we will be able to provide competent and diligent representation to you and the other client;
- the representation will not involve the assertion of a claim by you against the other client, or by the other client against you, in the same proceeding;
- the representation is not otherwise be prohibited by law; and
- each of you and the other client gives informed consent, which consent is confirmed in writing.
You acknowledge and agree that our representation of you in this matter or otherwise will not preclude us from representing existing or future clients that are involved in the same industry, sectors or businesses in which you are involved.
INSURANCE TENDER. The legal services you are requesting and/or the liability or loss that may be a subject of our representation may be covered under one or more insurance policies that you own or under which you are named insured(s). For this reason, we recommend that you immediately tender to each of your insurance carriers the facts and circumstances of this representation. KJK is not responsible for determining if the defense of a matter or our fees and expenses are covered by insurance.
TERMINATION OF ENGAGEMENT. Either of us may terminate this engagement at any time and for any reason by written notice to the other, subject on our part to applicable rules of professional conduct. Following such termination, we will have no continuing obligation to advise you with respect to legal or other developments concerning that matter unless you subsequently re-engage us specifically to provide additional advice.
DISPOSITION OF RECORDS AND PROPERTY. We reserve the right to destroy or otherwise dispose of any paper or electronic documents or other materials in our possession, or to return any of your property that is in our possession to you, consistent with applicable law and our practice and records retention policy (as in effect from time to time).
CONSENT TO TECHNOLOGY. We intend to use state of the art technology and communications devices to the fullest extent possible. The effectiveness involved in the use of this technology outweighs the risk of accidental or unintentional disclosure. Unless you instruct us otherwise in writing, you consent to our use of this technology. We may send you announcements, legal updates, or other items which we believe may be of interest to you. Unless you opt out of receiving such communications, you consent to our sending such material.
ASSIGNMENT; WAIVER; SEVERABILITY. You may not assign any of your rights or obligations under these Terms without first obtaining our written consent. No course of dealing between us, and no failure or delay by us, will operate as a waiver or otherwise prejudice our rights, powers and remedies hereunder. Even if any of these Terms is declared unlawful or invalid, the remaining Terms will continue in full force and effect.
GOVERNING LAW; VENUE; JURISDICTION. These Terms will be construed and enforced according to the domestic substantive laws of the State of Ohio without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other state or jurisdiction. Any action or proceeding relating to this engagement shall be brought in any court of competent jurisdiction in Cuyahoga County, Ohio. You irrevocably submit to the exclusive jurisdiction of the applicable court in any such action or proceeding and waive any objection you may now or hereafter have to venue or to convenience of forum.
ENTIRE AGREEMENT. These Terms, together with the accompanying engagement letter, constitute the sole and entire agreement between us. All prior communications, representations, negotiations and promises with respect to this engagement are merged herein.