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Attorney-Client Master Engagement Agreement form

D. C. Toedt III
Attorney at law
Houston, Texas

[REVIEWED JULY 2015]

AUTHOR’S NOTE: In keeping with my almost-entirely-paperless practice, I typically use this document by asking clients to confirm by email that they agree to it. Of course I reserve the right to modify the terms and conditions of this document (but not, of course, specific client agreements) at any time.

1. Introduction: It is customary, and good practice, for an attorney and client to enter into a written engagement agreement. This “Agreement” is a master agreement between a client (“CLIENT”) and me. It will apply automatically to any specific engagements that CLIENT and I mutually agree, orally or in writing, that I should undertake on CLIENT’s behalf.

I cannot give CLIENT legal advice about this Agreement, so CLIENT is encouraged to seek independent legal advice if it has any questions or concerns about this Agreement.

2. Limited scope of representation: Unless we expressly agree otherwise in writing:

(a) I will represent CLIENT only in connection with the spe­ci­fic individual matters as to which we agree in writing;

(b) I will be rep­re­sent­ing CLIENT only and not its affiliates or the officers, partners, directors, employees, or agents of any of them; and

(c) without limiting subdivisions (a) and (b), I will not be providing CLIENT with legal services in connection with general corporate- or securities matters, nor will I be rendering any tax advice.

3. Billing rate: I generally bill for my time at an hourly rate, but I am happy to discuss a fixed-fee arrangement for professional services if desired.

4. Expenses: In addition to paying the agreed fee for professional services, CLIENT will reimburse me for all reasonable out-of-pocket expenses I actually incur in rendering the services, on a straight pass-through basis, including but not limited to official filing fees, postage, long distance telephone, photo­copying, and overnight messenger charges (if any). (I absorb minor ‘office’ expenses myself in lieu of taking the time to track and bill them.)

I will normally advance such expenses on CLIENT’s behalf; for significant expenditures, I reserve the right to ask for prepay­ment or for CLIENT to pay such expenses directly.

I will normally try to obtain CLIENT’s prior approval before incurring any expenses exceeding $1,000 on CLIENT’s behalf.

5. Estimates: For work on an hourly-rate basis, upon CLIENT’s request at any time I will provide a written estimate of the expected fees and expenses.

Normally, estimates for hourly-rate engagements will be non-binding; I would be happy to discuss fixed-fee billing upon request.

6. Invoices; payment:

(a) I will send an itemized invoice at the conclusion of each engagement. I typically send monthly interim invoices for engagements that extend for more than a month.

(b) Each invoice is due upon receipt unless we otherwise agree in writing for a particular engagement.

(c) If for any reason CLIENT does not agree with an invoice or has questions about it, CLIENT will promptly contact me.

(d) Should invoices not be paid on a timely basis, I reserve the right to suspend rendering professional services or to withdraw from representation, subject to any applicable legal-ethics constraints; if this ever becomes necessary, I will so advise CLIENT and allow CLIENT sufficient time to find other representation.

7. Email communications: CLIENT agrees that I may communicate with it by email, including for example sending invoices that way. If security will be a particular concern for any given communication, please let me know in advance.

8. Results not guaranteed: CLIENT acknowledges that (i) it is often impossible to predict the outcome of a particular legal engagement with any certainty, and therefore (ii) I do not guarantee any particular result in an engagement.

9. Termination of relationship:

(a) Except as referred to in subdivision (b), either CLIENT or I can terminate our professional relationship at any time for any reason by giving written notice to the other party, in which case my representation will terminate immediately.

(b) Please note that applicable law or ethics rules may limit my ability to terminate our professional relationship without CLIENT’s consent.

(c) Upon termination by either party for any reason, CLIENT will pay my fees through the date of termination calculated at the rates stated above, along with expenses incurred through the date of termination.

(d) Upon termination by either party for any reason, CLIENT is entitled, upon request, to any files I maintain concerning its engagement(s). For archival purposes, I may retain copies of electronic materials, and at CLIENT’s expense I may make and retain copies of any hard-copy file contents, before returning or forwarding such files.

10. Grievances: Under Texas law, I am required to provide the fol­owing notice of the State Bar’s grievance procedures.

The State Bar of Texas investigates and prosecutes professional misconduct com­mit­ted by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar Office of General Counsel will provide information about how to file a complaint. For more information, please call 1-800-932-1900. This is a toll-free phone call.

You can find additional information at the State Bar Web site at www.texasbar.com; as of July 2015, the specific page can be found at https://goo.gl/HXehYU.

11. Amendments: This Agreement may be amended only by a writing signed by a duly-authorized representative of CLIENT and by me.

12. Governing law: Both this Agreement and all aspects of the relationship between CLIENT and me will be governed by the laws of the State of Texas, without regard to its choice-of-law principles.

13. Jurisdiction: The courts having jurisdiction in Harris County, Texas, will have exclusive jurisdiction of any action arising out of or relating to this Agreement or the relationship between CLIENT and me; all parties agree to submit to the personal jurisdiction of those courts.

14. Early neutral evaluation: IF: A dispute between us, arising out of or relating to this Agreement or any transaction or relationship arising from it, becomes the subject of an actual or reasonably-anticipated lawsuit, arbitration, or other action; THEN: If either of us asks, we will promptly:

(i) seek an informal, non-binding, third-party “sanity check” about the dispute in accordance with the Early Neutral Evaluation procedures of the American Arbitration Association, and

(ii) if an action is already pending, jointly move for a temporary stay of the action pending the completion of the sanity-check proceeding.

15. Entire agreement: This Agreement, together with any supplemen­tal written agreements concerning specific engagements,

(i) contains the entire understanding and agreement between CLIENT and me con­cerning its subject matter, and

(ii) supersedes any prior or contempora­neous written or oral agreements, understandings, representations, or warranties between CLIENT and me concerning that subject matter.

This Agreement will be deemed incorporated by reference into any such sup­ple­mental written agreements.

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