TERMS OF REPRESENTATION
PLEASE READ OUR TERMS OF REPRESENTATION THOROUGHLY SO THAT YOU UNDERSTAND THE CONDITIONS TO WORKING WITH US AND YOUR RIGHTS AS A CLIENT. YOU CANNOT RECEIVE ANY SERVICES FROM US UNTIL YOU'VE AGREED TO THE TERMS OF REPRESENTATION WHICH CAN BE DONE BY FILLING IN THE APPLICABLE INFORMATION BELOW AND CLICKING SUBMIT.
TERMS OF REPRESENTATION
The terms and conditions of working with DAEH LAW and your rights as a client are described below as well as some additional information and explanation about the attorney-client relationship between you and DAEH LAW. Please be aware that your request and/or receipt of any advice, guidance, and/or counsel by DAEH LAW constitutes your acknowledgment, agreement, and acceptance of the terms of representation as detailed below. Therefore, please take the time to review the specific terms and conditions of representation before moving forward with our assistance.
The agreement is a standard set of terms and conditions where the majority of the content is basic information about working with an attorney, your rights as the client, and some additional standard information about the attorney-client relationship. As a result, you shouldn't have any questions or issues with the document; however, if you do have questions or concerns, don't hesitate to call or email.
PLEASE READ THIS AGREEMENT CAREFULLY
The Terms of Representation, (hereafter referred to as the "Agreement") as described below, is a formal legal contract for legal services between DAEH LAW (hereafter referred to as the "Attorney") and the party seeking services from DAEH LAW (hereafter referred to as the "Client"). This Agreement protects the Client and Attorney, is intended to prevent misunderstandings, and may vary the law otherwise applicable to attorney liens and resolution of fee disputes. READ IT THOROUGHLY AND UNDERSTAND ITS TERMS AND CONDITIONS SINCE IT AFFECTS YOUR LEGAL RIGHTS AFTER YOU RECEIVE ANY SERVICES FROM DAEH LAW. If you do not understand this Agreement or any of its contents, or if this Agreement does not contain all the terms and conditions discussed, please call it to the Attorney’s attention and be sure this Agreement contains all terms you believe are in effect between the Client and Attorney. You have an absolute right to discuss this Agreement with independent counsel (or any other advisor) before entering into this Agreement and we encourage you to do so.
ACKNOWLEDGMENT & AGREEMENT TO TERMS OF REPRESENTATION
By moving forward and retaining any services from the Attorney, i.e., DAEH LAW or its affiliates, the Client and Guarantor hereby acknowledge and affirm that he/she/it/they has/have read and understood this Agreement and the Terms of Representation and has/have discussed any questions or concerns regarding the Terms of Representation's contents with the Attorney or outside professionals. By receiving any assistance, advice, guidance, counsel, or other services from the Attorney, the Client and Guarantor hereby acknowledge and affirm that he/she/it/they fully understand and agree to the terms and conditions of the Terms of Representation and willingly and voluntarily agree to retain the services of the Attorney in accordance with the conditions outlined in the Terms of Representation.
TERMS OF REPRESENTATION AGREEMENT
THIS AGREEMENT is entered into between the above-described person(s), entity(ies), and/or organization(s) (hereafter referred to as the “Client”) and DAEH LAW pllc (hereafter referred to as the “Attorney”). This Agreement acknowledges the retention and employment of the Attorney by the Client, the fee arrangement agreed to, and the scope of representation by which the Attorney will represent the Client.
The Client understands that the Attorney cannot guarantee the results or outcome of any representation and hereby acknowledges that no promises or guarantees have been made by the Attorney about the outcome of this or any matter. This Agreement and all of its terms and conditions are binding on the Client if the Attorney provides any tax, legal, and/or financial services to the Client regardless of whether the Client has executed this Agreement.
SCOPE OF THE ENGAGEMENT
The scope of the engagement is limited to the specified matters described in the following section. Following the completion of the specific services to be performed as outlined below, the scope of the engagement will be closed and the attorney-client relationship regarding this matter will expire and terminate. Any work, services, or representation in addition to or outside of the scope of engagement and specific services listed below will require a separately executed agreement by the Client and the Attorney.
SERVICES TO BE PERFORMED
The services mutually agreed to be performed by the Attorney on behalf of the Client are as follows: Representation of the Client in connection with all direct and indirect matters related to or arising out of the Client’s tax, legal, and financial matters. Representation of the Client by the Attorney includes any advice, guidance, and counsel related to or in connection with the tax, financial and legal implications arising out of the Client’s matter and such representation may include any negotiation, dispute resolution or other legal services that arise throughout the course of representation.
It is understood by the Client that it is not possible to list all the work that may be required in working on the Client’s case, but it is understood that such work includes direct and indirect time spent on the Client’s matter, including but not limited to electronic and phone communications to and from the Client or on the Client’s behalf, handling and reviewing incoming documents, records, drafting, preparing, editing, reviewing and finalizing letters, documents and or other materials, performing legal or factual research, travel to or from hearings and or meetings, time actually spent in such hearings and or meetings (including time spent waiting for the matter to be called) and any other activities related to this matter.
The Client authorizes the Attorney to use associate counsel, legal assistants or paralegals for such work on its case as the Attorney might deem appropriate. The Client acknowledges and agrees that such staff personnel may be utilized whenever deemed appropriate and directs the Attorney to apportion work at the Attorney’s discretion.
TERMS AND CONDITIONS
The Attorney shall provide legal services reasonably required to represent the Client and shall take reasonable steps to keep the Client informed of its progress and to respond to inquiries and questions in a reasonably prompt manner. The Client shall be truthful with the Attorney, cooperate in the preparation and representation of the case, appear on reasonable notice for questions and follow-up, keep the Attorney informed of developments, abide by this Agreement, pay the Attorney’s bills on time and keep the Attorney advised of the Client’s address, telephone number and whereabouts. The Client agrees not to compromise the case without discussing the matter with the Attorney in advance and the Attorney is not authorized to compromise the case without the Client’s consent.
CONFIDENTIAL AND PROTECTED RELATIONSHIP
All communications in any form (verbal, written, or other) between the Client and the Attorney are confidential and protected by the attorney-client privilege. As a general rule, anything and everything discussed or communicated between the Attorney and Client is and will be treated as confidential information, protected by the attorney-client privilege and forbidden from disclosure to any third-party. There are certain rare exceptions where communications made are not confidential or protected by the attorney-client privilege; however, they are very uncommon occasions and unlikely to occur within the scope of representation with the Client.
The Client understands that privileged and protected information disclosed to or in the presence of third parties by the Client loses its confidentiality and attorney-client protection; and any such third parties (even relatives or financial professionals) can be deposed or examined at trial as to what they know and why they know it. Additionally, a Client’s defense of reasonable reliance on attorney advice or counsel in regards to an action or position taken will constitute a complete waiver of the attorney-client privilege. The Client understands that applicable ethics rules prohibit the Attorney from taking direction from or giving confidential information to a third party who happens to be financially or otherwise supporting the client or paying the client’s legal costs.
PRICE OF REPRESENTATION
The price of representation is $255 per hour for any and all services rendered by the Attorney on behalf of the Client. The Client agrees that the price of representation is reasonable on the basis of the Attorney’s ability, training, education, experience, professional standing, and skill, and the difficulty, intricacy, importance, and time required to perform the services needed or requested. The Attorney will use its best judgment to determine the most economical use of time and resources, and take every effort to stay within the estimate costs agreed to.
Hourly prices may be increased during January of each year, and the Attorney will provide the Client with reasonable notice of any such increases. An upward adjustment may also be made to the normal hourly price for special demands upon the Attorney by the Client's case such as the prioritization or urgency in execution of the matter, commitment of weekend, evening or holiday time, or the devotion of an unusual or unexpected amount of time or effort not previously agreed-to.
The Attorney may, at the Attorney’s discretion, elect to write off or no charge certain time and services actually expended by attorneys or legal assistants/paralegals on the Client’s behalf. The Client acknowledges being on notice that any such write-offs are discretionary by the Attorney and are expressly contingent on there being no dispute regarding payment of the remaining items billed to the Client.
Any advance payments or upfront deposits will be applied against future billings for the services rendered and/or costs incurred by the Client. The Attorney will refund any unused portion of the Client’s Retainer Payment upon termination or completion of the work on the Client's matters. In the event the Retainer Payment is depleted during the Attorney’s representation, the Attorney may require the Client to make an additional Retainer Payment. The Client hereby agrees to make any additional Retainer Payments requested by the Attorney.
The SCOPE OF ENGAGEMENT and SERVICES TO BE PERFORMED above are for the described services only and are subject to changes including additional fees above and beyond those initially agreed to by the Attorney and Client if and when unforeseen, unexpected, or unanticipated circumstances regarding the nature, scope, or progression of the case moving forward.
The Attorney will give notice to the Client regarding any unforeseen, unexpected, or unanticipated circumstances regarding the case and any subsequent increase in fees as soon as reasonably possible. If the Client does not wish to be charged additional fees, the Client agrees to terminate representation by the Attorney. The Client understands that if the Attorney continues to represent the Client past the date of any unforeseen, unexpected, or unanticipated circumstances and any subsequent increase in fees, the new fees will become effective and the Client agrees to pay those increased fees for all services rendered thereafter.
The Attorney may modify other terms of this Agreement by notifying the Client thirty days in advance of the change and with the same options for the Client to terminate representation and the same result (the new Agreement goes into effect) if the Client does not terminate representation and the Attorney continues to represent the Client past the date of the proposed change.
COSTS AND EXPENSES
The Client agrees that if the Attorney advances or incurs any costs in this case, including but not limited to costs of investigation, filing fees or other court fees, depositions, process server or witness fees, photographs, exhibits, outside photocopying, the expenses incurred incident to travel on the Client’s behalf (including lodging and meals), messenger and other delivery fees, parking, consultant’s fees, express mail charges, timed-increment computer research charges or other similar items, such charges will be paid by the Client out of any funds held on deposit or promptly upon being billed.
The Attorney will charge the Client for services which include, but are not limited to, the following: (1) phone, email, and other verbal contact with the Client, attorneys and other relevant persons; (2) case correspondence; (3) document preparation; (4) legal research; (5) in-person meetings; (6) court appearances; and (7) travel time to and from locations away from the attorney's office. Services are billed to the Client on the basis of time expended, and a minimum charge of one-tenth (.10) of an hour will be billed for each item of service rendered.
Each party to a legal proceeding has available certain alternatives which will affect the amount of time and resources expended throughout the course of the matter. Since the time spent on each matter varies, as does the nature and amount of work necessary to achieve the desired result, the Attorney makes no guarantee or promise as to the expenses which the Client's case will require.
The Attorney will send the Client a billing statement for the costs, expenses, and fees for legal services incurred. The sum indicated on such statements is owed upon generation of the statement and must be paid according to the specifications of the statement and applicable due dates for any installment payments agreed to.
Interest at the rate of 21 percent annually (1.75 percent per month) will be charged on any unpaid balance beginning on the date of any statement showing such an outstanding balance is generated. The interest provision is not an agreement to extend credit but is a method of compensating the Attorney for delayed payment. However, the Attorney regularly waives any applicable interest where the Client prioritizes the payment of its balance owed and makes a consistent and dedicated effort to pay down the amount owed over time. As such, it’s unlikely any amounts of interest will ever be incurred.
BILLING INQUIRIES, ISSUES & DISPUTES
Obviously, it is possible for mistakes to happen and the Client is not expected to pay for any charges that are incorrect. The Client may call, e-mail or write the Attorney’s office with an inquiry concerning any billing issue regarding any time spent, costs incurred, or content included on any invoices received. Most actual errors can be resolved with a simple phone call and the Attorney will inform the Client whether a mistake is acknowledged and promptly send an amended statement showing any adjustment or correction resulting from any such call.
Whether or not the Client calls with such an inquiry, any dispute as to the accuracy or validity of any billed charges or requests for adjustment of any costs, expenses or fees for legal services billed to the Client must be made in writing to the Attorney’s Firm Administrator within thirty days of the date of the statement containing that cost, expense or fee for legal services. If the Client does not do so within thirty days of a billing statement, the statement will be conclusively presumed to be correct.
In other words, if the Client does not contact us in writing within thirty days of a billing statement, the Client will have irrevocably agreed that the statement is accurate and correct. Any person ever reviewing any dispute regarding charges on a billing statement is asked to honor this provision, since it is an essential term to the Attorney’s agreement to represent the Client in this case.
As stated above, while the Client should presume that all time spent attending to the Client’s case by any member of the Attorney’s staff will be billed, the Attorney may elect to write off or no-charge some costs, expenses, and fees for legal services. Any such write-offs are discretionary by the Attorney and are expressly contingent on there being no dispute regarding payment of the remaining items billed to the Client, initiated by either the Attorney or the Client.
If the Attorney files a lien to recover unpaid fees and/or costs incurred on client’s behalf or if the Client seeks to formally dispute the Attorney’s billings, by initiating mediation, arbitration, litigation or a fee dispute in any forum, all write off or no-charge costs, expenses and fees for legal services reflected on any statement to the Client will revert to being fully billed and be additional sums owed to the Attorney by the Client, in addition to the sum disputed by the Client.
These provisions are explicitly written to prevent a situation where the Attorney reduces the Client’s bill by writing off costs, expenses and fees for legal services during a case and then the Client seeks to reduce the sums owed further by disputing the Client’s responsibility to pay the reduced sum. They are intended to provide incentives for both the Attorney and the Client to resolve, informally and promptly, any questions or concerns about the legitimacy of any item billed on any statement and to provide certainty that once a statement is thirty days old, the costs, expenses, and fees for legal services reflected on that statement are agreed by the Attorney and the Client to have been accurate and correct.
In accordance with the Uniform Commercial Code, no payments made to the Attorney for less than the full sum owed shall constitute payment in full, even if that notation is placed on the payment instrument, unless the Attorney and the Client both sign a separate written agreement specifically permitting such payment to constitute a payment-in-full.
The Client agrees to pay any fees and costs that are incurred by the Attorney to collect fees, costs or expenses from the Client, including reasonable attorney’s fees.
LIENS AND ADJUDICATION
The Client hereby grants the Attorney a lien on any and all claims or causes of action that are related to the subject of the Attorney’s representation under this Agreement and/or any advice, guidance, and/or counsel provided at any point in time. The Attorney’s lien will be for any sums due and owing to the Attorney at the conclusion of the Attorney’s services. The lien will attach to any recovery the Client may obtain, whether by an arbitration award, judgment, settlement or otherwise. Any amounts received by the Attorney’s office on the Client’s behalf may be used to pay the Client’s account.
The Attorney will retain possession of the Client’s file and all information therein until full payment of all costs, expenses, and fees for legal services, subject to turnover or destruction of the file as is custom. The Client consents to the district court’s adjudication of any such lien and during the pendency of the underlying action without requiring the filing of a separate action, regardless of whether any other action might be or has been filed by either the Attorney or the Client against the other, including any action alleging malpractice.
DISCHARGE AND WITHDRAWAL
The Client may discharge the Attorney at any time, although the Client understands that court rules might still require the Attorney to file a motion to withdraw. The Attorney may withdraw at any time at the Attorney’s discretion. In either such circumstance, the Client agrees to sign the documents necessary to permit the Attorney to withdraw.
The Client has been informed that among the events that should be expected to cause the Attorney’s withdrawal from this case are the Client’s breach of any portion of this Agreement (including its payment provisions), the Client’s refusal to cooperate with the Attorney or to follow the Attorney’s advice on a material matter or any other fact or circumstance that would render the Attorney’s continuing representation unlawful, unethical or impractical.
Specifically, while it is the province of the Client to identify the objectives of representation, a lawyer is not required to pursue objectives or employ means simply because a client may wish that the lawyer do so. The terms of a lawyer’s representation may exclude specific objectives or means, including those that a lawyer regards as repugnant or imprudent.
If the Client retains other legal representation or counsel, then the Attorney shall be paid the amount then due and owing for all work performed for or on behalf of the Client.
CONCLUSION OF SERVICES
When the Attorney’s services conclude, all unpaid charges shall become immediately due and payable. The Attorney will normally formally withdraw from the case at its conclusion. After payment of all sums due and upon the Client’s request, the Attorney will deliver the Client’s file (other than the Attorney’s personal notes, briefs and work product that the Attorney elects to retain) to the Client, along with any the Client funds or property in the Attorney’s possession. If the Attorney is not instructed otherwise, the Client’s file will be kept in the Attorney’s office for a limited time after completion of the case.
Some files will be digitized and stored as PDF or other electronic files. Upon the completion of the case, such files may be destroyed. If you want any electronic files or anything out of your file, you should obtain it promptly upon conclusion of your case.
While we may not require an advance payment or upfront deposit, interest may be charged on all invoices unpaid after thirty (30) days at the rate of twenty-one percent (21%) per annum. Additionally, if you fail to pay any amounts owed, you hereby agree to pay all costs of collection (including attorney’s fees) that we may incur in connection with any unpaid invoices or other amounts owed.
As noted above, the interest provision is not an agreement to extend credit but is a method of compensating the Attorney for delayed payment. However, the Attorney has and regularly exercises the right to waive any applicable interest where the Client makes a consistent and dedicated effort to pay down their balance over time. As a result, the Clients rarely, if ever, incur any interest following the completion of representation.
GUARANTY OF PAYMENT. The Client and any owners, officers, directors, agents, employees and/or other persons responsible for retaining the services of the Attorney hereby agree to personally guaranty (hereafter the "Guarantor") any and all amounts due and owed to the Attorney for any services provided, including all time spent as more specifically described above. The Guarantor hereby agrees to absolutely and unconditionally guarantee the punctual payment when due of any and all obligations owed by and/or on behalf of the Client existing under this Terms of Representation Agreement.
The Guarantor hereby guarantees that the obligations arising from the Attorney-Client relationship underlying this Agreement and any services provided will be paid and performed strictly in accordance with the stated terms, regardless of any law, regulation, or order now or later in effect in any jurisdiction affecting any of the terms or the rights of the Attorney and/or Client.
The liability of the Guarantor under this Guaranty will be absolute and unconditional irrespective of any circumstance that might otherwise constitute a defense available to, or a discharge of any amounts owed. Regardless of any termination of this Guaranty or the cancellation of any other agreement evidencing the obligations, if at any time any payment of any of the obligations (from any source) is rescinded, repaid, or must otherwise be returned by the Attorney due to the insolvency, bankruptcy, or reorganization of the Client or the Guarantor, or for any other circumstance, this Guaranty will continue to be effective or be reinstated, as the case may be, as though that payment had not been made.
The Guarantor hereby agrees that: (i) the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Client pursuant to the Terms of Representation Agreement, any evidence of indebtedness issued in connection with the services provided by Attorney and any other obligations of the Guarantor to the Attorney; (ii) a separate action may be brought to enforce the provisions of this Guaranty whether the Client is a party to any action or not; (iii) the Attorney may at any time, or from time to time, in its sole discretion:
(A) extend or change the time of payment or performance or the manner, place, or terms of payment or performance of any of the obligations; (B) exchange, release, or surrender any of the collateral security, or any part of it, by whomever deposited, which is now or may later be held by the Attorney in connection with any of the obligations; (C) sell or purchase any of the collateral at public or private sale, or at any broker's board, in the manner permitted by law, and after all costs and expenses of every kind for collection, sale, or delivery, the net proceeds of any sale may be applied by the Attorney on any of the obligations; and (D) settle or compromise with the Client, or any other person liable, any of the obligations, or subordinate the payment of it, or any part of it, to the payment of any other debts or claims, that may at any time be due or owing to the Attorney or any other person or corporation; and (iv) the Attorney will be under no obligation to marshal any assets in favor of the Guarantor or in payment of any of the obligations.
The Guarantor hereby waives: (i) presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance, and any other notice with respect to any of the obligations and this Guaranty, and promptness in commencing suit against any party, or in giving any notice to or making any claim or demand on the Guarantor; (ii) any right to require the Attorney to proceed against the Client, proceed against or exhaust any security held from the Client, or pursue any remedy in the Attorney's power; and (iii) any defense based on any legal disability or other defense of the Client, any other guarantor, or other person or by reason of the cessation or limitation of the liability of the Client from any cause other than full payment of all sums due and payable under the Terms of Representation Agreement and the performance of any other obligations.
DISCLAIMER OF PROMISES & GUARANTEES
Nothing in this Agreement and nothing in the Attorney’s statements to the Client will be construed as a promise or guarantee about the outcome of the Client’s matter. The Attorney makes no such promises or guarantees and any statements, comments or communications about the outcome of the Client’s matter, if any, are expressions of opinion only. The Client understands and acknowledges that it is impossible to predict, guarantee or promise how long a case will take, how much it will cost, what the resulting outcome may be or provide any other level of complete assurance regarding the specifics of the representation.
The Attorney does not make and has not made any promises or guarantees to the Client about the length or expense of the Client’s case. The Attorney has not and will not make any promises or guarantees as to the outcome of the Client’s case and the Client understands that any statements or communications made in regards to the likely outcome of the Client’s case are expressions of opinions only.
The Client has been informed and acknowledges that it is quite likely that unforeseen and unexpected circumstances could occur during the course of representation; resulting in unanticipated consequences such as unpredictable outcomes or additional costs regarding the nature and scope of the legal services and representation agreed to by the Attorney and Client.
EFFECTIVE DATE; SEVERABILITY; MINNESOTA LAW
This agreement will take effect when the Client has performed the conditions stated in paragraph one, but its effective date will be retroactive to the date the Attorney first provided services, if earlier. Even if this Agreement does not take effect, the Client will be obligated to pay the Attorney the reasonable value of any services the Attorney may have performed for the Client.
The provisions of this Agreement are severable, which means that if one or more provisions of this Agreement are found to be void or unenforceable for any reason, the remaining provisions of this Agreement will still apply. This Agreement is entered into in accordance with the law of the State of Minnesota and will apply to any questions relating to the meaning of any provision of this Agreement.