The goal of the Small Business Law Firm of Payne & Associates, LLC (the “Firm”) is to provide effective and efficient legal services. Experience has shown that relationships with our clients will be stronger if we begin with a clear understanding relative to our legal fees and their payment. Throughout this Fee Policy (”Agreement”) “you” and “your” shall refer to you personally as a sole proprietor, personal guarantor, and/or representative of the Company; “Company” (where applicable) shall refer to any separate legal entity (e.g. partnership, corporation, or limited liability company) for which you retain our services as an authorized representative, whether such Company is now existing or to be formed in the future (including all subsidiaries, affiliates, and successors of such Company), and for which you individually guarantee payment in so signing below; and “we,” “us,” and “our” shall refer to the Firm.
Please carefully read and sign this Agreement (in accordance with our instructions below) to acknowledge that you: have read and understood it; have had every opportunity to ask questions and receive answers about it; and agree to its terms. However, no attorney-client relationship is established in each or any matter until specific work has been requested by you, expressly accepted by us, and any applicable retainer or flat fee is paid by you and received by us in a bank depositable form drawn against available funds. Your personal guarantee of payment to the Firm on behalf of any limited liability entity is required and is not optional.
By submitting this Agreement you and your Company agree that this Agreement shall be deemed to have the same legal force and effect as a signed original legally binding document.
Scope of Representation
No representation is made by the Firm or its staff regarding the outcome of any matter or the Firm’s efforts, except that such efforts shall be made according to acceptable legal and ethical standards. The attorney assigned to address any matter may depend on the type of matter and the attorney’s areas of practice. Each attorney may assign responsibility for completing some or all of the work on any matter to other lawyers or personnel. If more than one party is being represented in any matter, each party acknowledges that each attorney has a duty to exercise independent professional judgment on behalf of each client, and each party consents to mutual representation if the attorney determines that he or she can represent such parties impartially. If a legal entity such as a partnership, corporation, or limited liability company is being represented, the parties understand that the interests of the entity shall be represented and that parties other than the entity are advised to seek independent legal counsel when and where appropriate in their judgment.
Associated & Of Counsel Attorneys
You and your Company give the Firm express permission to associate or otherwise engage outside lawyers (as independent contractors, Of Counsel, or otherwise), law firms, and other parties to assist it with any matter, provided no conflict of interest exists that would materially impact any party’s ability to objectively assist the Firm with your or your Company’s matter. Fees for such parties shall be subject to the restrictions set forth herein and shall not exceed the fees of staff attorneys, unless otherwise approved in advance by you or your Company. The Firm shall manage all attorney fees and billing, outside attorneys shall pursue each matter with joint responsibility, and hourly fees shall be payable on a pro-rated basis in accordance with the time and hourly rate of each attorney or as otherwise reasonably agreed between the Firm and the outside lawyer, law firm, or other party. You authorize the Firm to invoice and pay all reasonable and necessary fees and costs incurred, including, without limitation, to associated attorneys and other parties out any money held in your or your Company client trust account.
All client matters are important to us, but not every matter can be made a priority over every other matter. We, therefore, require a minimum two-week period for drafting documents from the time we are so engaged and our retainer fee is received, with the further understanding that more time may be needed for larger or more complicated matters, matters requiring research, or during times in which our work load is especially heavy. When asked by you or your Company to shorten this delivery time, any effort or representation by us to do so is only a good faith offer to try and not a guarantee. Any time estimate for delivery, whether shorter or longer than this minimum requirement, is just an estimate based on then current work load, which, because of the nature of our work, may change without notice.
We do our best to estimate fees and expenses for matters billed on an hourly basis where asked to do so. However, an estimate is just that, and the fees and expenses required for matters billed on an hourly basis are ultimately a function of many conditions over which we have little or no control. Such estimates, therefore, are not a maximum or minimum fee quotation. Actual fees will be determined in accordance with the provisions described herein.
Where reasonable to do so, flat fees may be charged for work routinely performed by the Firm or for work which substantially uses previously prepared form documents. To help determine the value of services not subject to flat fees, we ask each of our legal staff, including associates, clerks, assistants, and outside lawyers to maintain time records for each client and matter. All attorneys, clerks, assistants are assigned hourly rates. Our hourly rate for staff attorneys providing virtual (telephone and online legal services) is currently $139.00 per hour for non-litigation matters subject to payment in advance. Hourly rates for staff attorneys for litigation and non-virtual matters (where available) currently range from $175.00 to $200.00 per hour. The rate for law clerks is currently $60.00 per hour. The rate for secretarial staff is currently $45.00 per hour. Rates for outside counsel shall depend on his or her hourly rate; provided that such rates shall not exceed the applicable range for staff attorneys unless otherwise approved by you or your Company. Time is billed in multiples of l0ths of an hour. A minimum of 1/10th of an hour will be billed for each action performed. Hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of any ongoing matter or engagement after the Firm has provided written notice of such change. Because substantial time has been invested in preparation of forms and other source materials, such hourly rates may sometimes serve only as a benchmark, and not as the sole determinant, of the value of services for billing purposes. In such instances, the amount charged for that matter will be the fair value of the services, as we reasonably determine, taking into account the time records for the matter and the time already invested in preparing documentation or other materials prior to use in any matter. Generally, charges for previously drafted documents and pages from such documents will be billed at the rate of $25.00 per page, plus an applicable hourly rate for changes made to such documents or pages and other time expended on any matter. Should the Company or you, directly or indirectly, offer to contract or employ outside the scope of this Agreement any attorney then with this Firm, or who leaves this Firm as a result of such offer, then the Company and/or you agree to compensate this Firm for its loss in having recruited and trained such attorney in an amount equal to one-half (1/2) of all fees earned by such attorney for the year prior to such offer. Other than as is required by law, we make no representations or warranties with regard to retention or storage or your file. You and your Company are advised to separately maintain all your legal documents. Subsequent requests for copies of documents from your file are subject to the fees and costs set forth herein.
Virtual Legal Services (VSL) and Flat fees must be paid in advance. Where flat fees are not applied (for VSL and Litigation Services, for example), it is our policy to obtain an advance refundable retainer. A refundable retainer is a deposit held by us in our trust account, against which we bill for work performed. We reserve the right to cease the delivery of service at any time until payment has been received. Unless otherwise agreed in writing, our minimum retainer for non-litigation matters is $500.00 for work initially estimated to take 3 hours or less, $750.00 for work estimated to take more than 3 hours and less than 5 hours, and $1,000.00 for work estimated to take greater than 5 hours (but each of these minium retainer amounts may be substantially more depending on the type and amount of work to be performed). Retainer Fees for litigation matters are determined on a case by case basis. It occasionally may be necessary to require an increase in a prior retainer, depending on your or Company’s payment history or on the scope of the work. We also customarily request an advance retainer for the purpose of paying substantial out-of-pocket costs incurred on your or your Company’s behalf. If the Firm receives a retainer, it will either be used to pay current statements, with the amount used to be promptly replenished by you or your Company if necessary, or held and applied to your final statement. We may apply the retainer to any unpaid invoices for work performed. The balance of any unused retainer amount, after work has been completed and the final invoice has bee paid, shall be returned to you or your company.
Payment for services is generally required in advance, whether as a Flat Fee or Retainer Fee, unless otherwise agreed by the Firm. Payment not paid in advance is due upon receipt of invoice and, unless special arrangements have been made in advance, payment for replenishment of a retainer or for any final invoice is expected within ten (10) business days of the invoice date. If any retainer amount is exhausted, all work may cease, in our sole discretion, until it is replenished. Payment should be made in U.S. dollars, in checks or drafts, payable to the Small Business Law Firm of Payne & Associates, LLC. A finance charge is assessed on past due accounts at the rate of one and one-half percent per month (18.0% APR). Invoices shall include a charge of $10.00 per invoice to cover billing overhead. While we hope it will never be necessary, if we are required to bring a suit against you or your Company to collect any portion of our fees or costs, you or your Company shall also pay the Firm for any reasonable legal fees and court costs. With regard to any matter being litigated, if you or your Company fail to replenish any retainer or fail to pay any invoice within ten (10) days of receipt of the invoice, you authorized the Firm, in its sole discretion, to notify the court that you and/or the Company have affirmatively discharged the Firm and that the Firm’s attorneys must withdraw as counsel in the case. You and/or the Company furthermore grant the Firm and its associates the right to receive a charging lien against you and/or the Company for any proceeds from any settlement or judgment made on your and/or your Company’s behalves for any payment related to the matter and to notify third-parties of any such lien rights as the Firm may have.
Disbursements and Advances on Your or Your Company’s Account
You or your Company will be charged separately for disbursements made by the Firm on your or your Company’s behalf, such as long-distance phone calls, photocopying, postage, delivery charges, travel and use of other service providers, such as printers, consultants or experts. In some cases, outside service providers may bill you directly.
It is our general policy to invoice clients on or about the 1st and 15th day of each month, or upon completion of any given matter, whichever occurs first. Statements will include charges for fees and disbursements for the billing period. We make every effort to include disbursements in the statement for the period in which the disbursements are incurred. However, some disbursements are not available to the firm until the following months, in which case a supplemental statement will be rendered to you for these additional charges, or an estimated amount will be included in the initial billing and an adjustment made when the actual information is available.
Limited Power of Attorney
You and/or your Company hereby appoint and authorize the attorneys working on any legal matter for You and/or your Company as your/its agents and attorneys-in-fact, including, without limitation, having the power to sign your or its name, as appropriate, to all necessary government or court filings, checks, deposits of trust funds or otherwise, releases, receipts, endorsements, settlements, discharges, notices or satisfactions of awards, judgments or recoveries of whatsoever character, and generally do all acts and things which, in their judgment, are essential to their handling any matter and/or the conclusion or termination of representation of You and/or your Company in any matter. This power of attorney shall not terminate on any disability of You, if an individual.
Withdrawal and Termination
Unless inconsistent with any applicable Code of Professional Responsibility, and subject to any applicable Code of Civil Procedure, the Firm and its attorneys may withdraw from representing you or your Company in any matter at any time and for any reason, including, without limitation, your or your Company’s: (1) failure to make timely payment, (2) failure to promptly return telephone calls, (3) failure to provide advance notice of any change in address, (4) failure to cooperate with the Firm and its staff, (5) failure to provide the Firm and its staff with complete and accurate information with regard to any matter, or (6) any other reason upon written notice of termination to you or your Company. You or your Company may terminate any engagement of this Firm at any time with or without cause. If such termination is without cause, the Firm shall have the right to receive reasonable compensation for services rendered, including hourly compensation, pre-drafted document fees, and a pro-ration of any flat fee relative to the matter’s completion.
I/we, individually and/or on behalf of the Company if indicated below, or any entity under our control for which we engage the Firm, have read the above Fee Policy, have had every opportunity to ask questions about it and receive answers to such questions, understand its terms, and do hereby personally, jointly and several, guarantee the payment and collection of all fees and costs. I/we, individually, or on behalf of the entity, if indicated below, do hereby engage the attorneys and supervised staff of the Firm, to perform the services described below and subject to the written or e-mail confirmation and/or clarification of the Firm. It is understood and agreed that such engagement shall be limited to the described services as reasonably, but strictly, construed or otherwise described or clarified by the Firm. I am/we are providing payment for such services as indicated below and understand that services, if accepted, shall not commence until payment is received by the Firm.