The following Standard Terms of Engagement apply when we are engaged to represent a client. Unless we agree otherwise in writing, these terms will be an integral part of any engagement agreement we have with a client. The Standard Terms of Engagement may be updated from time to time, and any updated version will be made available here. If you wish to engage us, please review these provisions carefully. We are happy to answer any questions you may have about the Standard Terms of Engagement.
This Agreement
These Standard Terms of Engagement, the engagement letter to which these Standard Terms are attached, and any agreements relating to conflicts of interest constitute this “Agreement.” Any billing requirements, outside counsel guidelines, or other terms submitted to us will not apply to our engagement or be incorporated into this Agreement unless agreed to by us in writing. This Agreement may be amended only by a written agreement between you and us.
Parties To This Agreement
The client we represent is only the person or entity identified in our engagement letter and, unless agreed to by us in writing, the client does not include, and we do not owe any duty to, any other person or entity, including, without limitation, affiliates or related parties of the client such as parent companies, subsidiaries, sibling entities, divisions, employees, officers, directors, shareholders, members, partners, or owners. In representing an entity, we may provide information or advice to its directors, officers, employees, shareholders, members, or other constituents in their capacity as the entity’s representatives. Our doing so does not create an attorney-client relationship between us and the individuals.
Your Responsibilities as a Client
You consent to allow us to obtain credit reports and similar information about your creditworthiness. Upon our request, you will provide to us accurate and complete information about your financial condition.
You have the responsibility to obey all orders issued by a court or other governing body concerning your matter; be candid, cooperative, and truthful with us in all matters; and pay the full amount of our fees and charges as provided by this Agreement.
You may not demand that we use offensive tactics or treat anyone involved in the legal process with anything but courtesy and consideration; demand any assistance from us that we reasonably believe to violate the applicable rules of professional conduct; or pursue or insist upon a course of action which we reasonably believe to be illegal, fraudulent, offensive, or unwise.
Unless we otherwise agree in writing, the fees and charges billed to you are your responsibility whether or not a court awards attorneys’ fees against an opposing party, or another party (such as an insurance company) has agreed to pay our fees. Courts may award attorneys’ fees which they consider appropriate under the applicable statutes, or insurance companies may pay amounts in accordance with their policies with you, but which are less than the amounts billed to you. In such cases, you continue to be obligated to pay us for our actual fees and charges even though the court awards less or the insurance company pays less. Absent a written agreement to the contrary, each client named in the engagement letter is jointly and severally liable for all fees and disbursements.
Scope of Representation
We are not your general counsel, and our acceptance of the matter set forth in the engagement letter does not involve an undertaking to represent you or your interests in any other matter. Our representation does not include an obligation to advise you concerning legal developments that might have a bearing on your affairs generally. Similarly, we are not obligated to advise you of relevant legal developments that occur after the completion of a matter in which we represented you. We have no obligation to inform you of deadlines, option rights, expiration dates, or developments in the law, unless we have agreed in writing to do those specific things. Unless we are specifically engaged to advise you on your insurance coverage, it is your responsibility to determine whether you have insurance coverage for a given engagement.
Unless you explicitly engage us to provide such services, we are not responsible for handling, notifying you of, or assisting you with, any disclosure, reporting, or other filing obligations that you may have. In the event we are engaged to provide you with reporting, disclosure, or other filing services, such services will be limited to that particular instance and will not extend in perpetuity unless otherwise agreed in writing. Should we agree to provide such services on an ongoing basis, you acknowledge and agree that it is your obligation to notify us of the occurrence of any triggering event that would require you to complete a report, disclosure, or other filing.
We have no duty to accept new engagements from you unless mutually agreed, even if we are representing you in other matters on an ongoing basis. If our relationship has ended, we have no obligation to represent you in connection with related matters unless we have agreed to do so in writing.
Company Formation and the Corporate Transparency Act (the “CTA”)
Unless otherwise agreed to in this Agreement, the services provided by us do not include the formation of any entity, advice relating to the CTA, or the preparation or filing of reports with the Financial Crimes Enforcement Network (“FinCEN”) required by the CTA.
If our representation of you involves the formation of an entity, either under the terms of this Agreement or otherwise, you agree that (i) we may use a third-party provider to complete the filing necessary for entity formation, (ii) our services will include a review and analysis of whether the newly formed entity is obligated to make an initial report to FinCEN, and (iii) you will pay the fees and costs associated with these services. If it is determined that the entity is a reporting company under the CTA, you can either engage us to assist with the initial filing with FinCEN or we will refer you to a third-party provider for purposes of you completing such filing.
If our representation of you involves the preparation or filing of reports with FinCEN, you agree that (i) we may use a third-party provider to complete the filing, (ii) you will pay the fees and costs associated with these services, and (iii) you will be responsible for collecting and submitting the required information and documentation relating to the entity’s beneficial owner(s) to such third-party provider in time to permit the filing of the report before the applicable deadline.
You agree that you will fully cooperate with us and the third-party provider as needed to provide the foregoing services, and you represent and warrant that all information you provide relating to any CTA filing, including information pertaining to the entity’s beneficial owner(s), will be accurate and complete.
We have no ongoing obligation to provide any reminders or make any inquiries regarding, or provide any advice relating to, the preparation or filing of any updated reports with FinCEN on behalf of a reporting company and/or a beneficial owner. Services relating to updated reports required by the CTA will be provided by us only pursuant to the terms of a written engagement letter wherein we agree to provide such services. You are solely responsible for compliance with requirements of the CTA that may be applicable to you as a reporting company and/or as a beneficial owner.
The terms in this section will not be affected by any communication we may have with you on the subject of the CTA that are not in a written engagement letter.
Fees, Costs and Expenses
Our fees, costs, and expenses are not limited by any estimates we may provide – the actual fees, costs, and expenses incurred are frequently more than the amounts estimated. Estimates are based on information known to us at the time we provide them, and actual fees, costs, and expenses may vary from the estimates for any number of reasons, including, but not limited to, changing facts and assumptions, third-party actions beyond our control, and changed circumstances. We do not have any obligation to update or revise any estimates unless otherwise agreed in writing.
At times, you may request that we provide your auditors certain information in connection with such auditors’ examination of your financial statements. Unless otherwise agreed in writing, we will charge for our services in doing so. Our responses will only be made in accordance with the ABA Statement of Policy Regarding Lawyers’ Responses to Auditors’ Requests for Information (December 1975), including all of the limitations contained therein. You agree not to request that we report to your auditors information in addition to that provided for in the ABA Statement of Policy and consent to our providing responses only in accordance with the ABA Statement of Policy.
We charge for, and you agree to pay, expenses relating to our representation of you, such as costs for copying, messenger and delivery service, computer research, travel, international telephone calls, and filing fees. These expenses are charged at our actual, out‑of‑pocket cost or, in some instances, based on prorations, reasonable estimates, or averages. (In the case of travel expenses, we sometimes utilize an off-site travel coordinator who charges a separate fee for its services. The firm receives some minor direct benefits from the travel agency for participating in this program.) We typically include these costs on our invoices to you.
Expenses of outside contractors or third-party providers (such as court reporters, surveyors, title companies, experts, consultants, and litigation support service providers) will be directly billed or directed to you pursuant to engagement agreements in which payment and indemnification terms remain strictly between you and the vendor. We are not responsible for payment of such services. Your prompt payment of these charges is essential to enable us to provide timely and efficient service to you, with the assistance of such outside contractors. If we pay outside contractors, you will promptly reimburse us for whatever amount we have paid. We do not make any warranty, representation, or guaranty to you of any kind concerning any third-party providers or their services or products, including, without limitation, warranties as to the quality of service, professional acumen, or financial circumstances of the third-party provider.
Escrow Accounts
We ordinarily deposit retainers and other escrow funds in FDIC insured banking institutions with whom we maintain accounts for this purpose. We assume no responsibility for determining whether you have other accounts with those institutions that could result in an aggregation of accounts in excess of FDIC or other insurance limits. In the event of a bank failure, or other loss or diminution of funds in the account resulting from events beyond our control, we will have no responsibility to reimburse you for any amount held in escrow, whether because the amount exceeds the applicable FDIC insurance limitation or otherwise.
You authorize us, if we so choose, to deposit into our client trust account any proceeds received (whether by check, ACH, wire transfer or other media) on your behalf and to hold and disburse the proceeds thereof to pay the fees and expenses for this engagement or any other matter being handled by us for you.
Client Files and Document Retention and Destruction
We maintain a file of the items reasonably necessary to your representation (“Client File”), such as correspondence, pleadings, deposition transcripts, exhibits, physical evidence, expert reports, closing sets, and filings. The Client File is your property. We may also generate documents and materials containing our attorney work product, mental impressions, precedents, research, notes, drafts, and internal firm communications (“Work Product”). You agree that the Work Product is our property. We may implement reasonable retention policies for the Work Product and we have discretion to delete and destroy such documents. At your request, your Client File will be returned to you upon receipt of payment for outstanding fees and costs, although we have the right to copy any documents we deem appropriate. You agree, upon our proffer, at the conclusion of a matter (whether or not you take possession of the Client File), to take possession of any and all original contracts, stock certificates, deeds and other such important documents or instruments that may be in the Client File, without regard to format, and we will have no further responsibility with regard to such documents or instruments. If you do not take possession of the Client File at the conclusion of a matter, we have the right to destroy or otherwise dispose of the Client File at the end of the firm’s retention period, which is ordinarily seven years after the conclusion of a matter, without further notice or obligation to you. Our retention of the Client File during the retention period will not constitute or be deemed to indicate the presence of a continuing attorney-client relationship with you.
Attorney’s Lien
To the extent permitted by applicable law, you consent to us imposing liens for our unpaid fees and expenses on all retainers, proceeds from any sale (whether real estate, personal property, or ownership interests), claims, and causes of action as to which we have represented you, and the proceeds of any recovery you obtain in any such matter, as well as on your files and documents in our possession. Any payments by way of recovery, award, settlement, or the like to you from third parties will be made jointly payable to you and to us.
Confidentiality and Protection of Your Information
We have a professional obligation not to disclose your confidential information or use it for another party’s benefit without your consent. These obligations are subject to certain exceptions provided for in the rules of professional conduct and certain laws and regulations, including those relating to mandatory reporting obligations associated with certain types of transactions, certain lobbying disclosure obligations, and those related to money laundering and terrorist financing. Such laws and regulations may require us to disclose confidential information to governmental authorities, and we may be prohibited from informing you that disclosure has been made or the reasons for such disclosure. Certain laws and regulations also may require us to cease work for you for a period of time and prohibit us from informing you of the reason.
If we receive a subpoena or request for information that is within our custody or control, or the custody or control of our agents or representatives, we will, to the extent permitted by applicable law, advise you before responding so that you have the opportunity to intervene or assert any objections. Should you object to the production of such information, we may provide such information only to the extent authorized by you or required by a court or other governmental body of competent jurisdiction. You agree to pay us for services rendered and charges and disbursements incurred in responding to any such request for information.
Both you and the firm will use electronic devices and Internet services (which may include unencrypted email, mobile phones, voice over Internet, electronic data/document websites, and other technology, including cloud services) to communicate, store and transfer documents. Although the use of this technology involves risk that third parties may “hack into” or otherwise access confidential communications, we believe and, by engaging us, you agree that the benefits of using this technology outweigh the risk of accidental disclosure. Nevertheless, just as we have policies and systems in place designed to make our electronic communications with you reasonably secure, it is equally important that you communicate with us in a manner that reasonably protects the confidentiality of information we share and any attorney-client privilege that may apply to our communications. This means that you should not use any computers or other electronic devices, networks or Internet addresses that are owned, controlled, or may be accessed by others to send or receive confidential information to or from us. Any device you use should be password protected and not accessible for use by any third party. Documents sent to you by email (whether or not containing confidential information) will not be encrypted unless you request, in writing, that we encrypt outgoing email and we agree and are able to implement mutually acceptable encryption standards and protocols.
We do not accept liability for any loss or damage that may arise from the receipt or use of electronic communications from us that contain a virus or defect that was not created by us, or that results from the use of commercial software. We are committed to protecting the privacy of the nonpublic personal information you share with us. A copy of our Privacy Policy can be found at here.
Litigation Hold/Preservation of Documents
If this engagement involves litigation, the assertion or defense of any claim, or an investigation by a governmental agency, you will put in place a timely and effective program for preserving all relevant documents including emails and electronic documents. You will immediately suspend any routine document destruction policies or procedures and consult with us regarding other steps necessary to preserve relevant documents.
Term of our Relationship
Our attorney‑client relationship will be deemed to end upon completion of the specific professional legal services that you have retained us to perform, or if ongoing or open‑ended professional legal services are provided, six months from the last time we furnish any billable professional legal services of that kind to you (and sooner if the facts or circumstances demonstrate it), whether or not we send you a letter to confirm the termination of our representation. The date you are billed or pay for our services is irrelevant for this purpose. If you subsequently retain us to perform further or additional professional legal services, our attorney‑client relationship will be revived, subject to these terms and conditions, unless we agree otherwise in a new engagement agreement with you.
The fact that we may inform you from time to time of developments in the law which may be of interest to you should not be understood as, and is not, a revival of an attorney‑client relationship, nor would our agreement to provide non-professional services such as normal-course or extended file storage, the use of facilities, or copies of Client Files, revive the attorney-client relationship.
Termination of Services
You have the right to terminate our representation for any reason at any time. We have the same right upon giving reasonable notice and complying with the applicable rules of professional conduct (subject to court approval, when required). If we terminate the engagement, we will take reasonable steps to protect your interests in the matter, and you agree to take all steps necessary to free us of any obligation to perform further, including executing any documents necessary to perfect our withdrawal.
Your termination or our withdrawal will not relieve you of your obligation to pay for services already rendered, including work in progress and incomplete at the time of termination, and for all expenses incurred on your behalf through the termination or withdrawal date. For hourly fee engagements, upon termination of our representation we will submit a statement for services rendered and costs advanced to the date of termination, payable in full upon receipt. For contingent or alternative fee matters, we will submit statements in accordance with the terms of the engagement or, if not previously addressed, consistent with applicable law.
We will not be obligated to advise you of subsequent legal developments that occur after the termination of our services or the completion of the matters for which we were engaged that might have a bearing on those matters.
Consultation with Counsel
We may consult with our own counsel, whether attorneys inside the firm who do not perform work for you on the engagement or outside counsel, regarding compliance with the applicable rules of professional conduct or our representation of you. These consultations will be on our own behalf and will not be charged to you. To the extent we address our rights or responsibilities regarding the engagement, a conflict of interest might be deemed to exist between you and us. You consent to such consultation, waive any claim of conflict of interest based on such consultation, and acknowledge and agree that the communications related to the consultation are protected by our attorney-client privilege.
Disputes
You agree to raise any objection to any fees or other charges within 60 days of the date you receive an invoice from us, and you agree that your failure to do so constitutes acceptance of the invoice in full and waiver of any objections to payment of the invoice.
If any controversy, dispute, or claim arises between us concerning our fees, charges, performance of legal services, or other aspects of our representation (a “Dispute”), the prevailing party (whether you or us) is entitled to recover all costs and expenses in bringing and prosecuting or defending any litigation or arbitration in connection with the Dispute, including reasonable attorneys’ fees, subject to a limit of $100,000 in the aggregate.
Other Provisions
Any of our statements concerning the matter, various courses of action, or the results that might be anticipated are only an expression of opinion based on professional judgment and the information available to us at the time and should not be construed by you as a promise or guarantee.
Our firm has a policy regarding compliance with Section 307 of the Sarbanes-Oxley Act of 2002, SEC Release No. 33-8185, 17 CFR, Chapter II, Part 205. A copy of this policy is available upon request.
You may not assign, transfer, or otherwise convey your rights or obligations under this Agreement without our consent. If you are an entity and you are acquired by another person or entity, we will not be deemed to represent the acquirer, and no attorney-client relationship will exist between us and the acquirer, absent our written consent.
This Agreement will be governed by, construed under, and enforced in accordance with the substantive laws of the State of Michigan, State of Illinois, or the District of Columbia, depending on which of our offices is involved in this engagement, even if conflicts of law principles would otherwise cause the substantive laws of another State to be applied.
This document involves important legal agreements, and you should consult independent counsel in deciding whether to agree to it.