The information below describes the terms that apply to the legal services provided for you by Doric Legal (“Firm”).  We encourage you to discuss any of these terms with us at any time.  If modifications to the terms are needed, you must discuss that with us so that agreement on changes can be reached and set forth in writing.  Any amendment or modification of this engagement letter or these Terms of Engagement, including our agreement on the amount of fees and expenses and the timing for their payment, shall be effective only if agreed by us in writing.  All references to “you” or “your” means the client or clients identified in the engagement letter.  Individuals or entities that are related to or affiliated with you, such as partners, officers, directors, stockholders, parent companies, related companies, or family members, are not clients, unless we otherwise agree in writing.

Scope of Work.  The scope of the work we will do for you is limited to the description of the product or service described on our website.  Any changes or additions to the scope of our work must be agreed to and memorialized by letter or email.  Unless that description states otherwise, our engagement does not include responsibility for advice to you about tax issues that relate to the matter.  If we agree to represent you in additional matters, we will do so in writing by letter or email, and the terms of our engagement will remain the same for these additional matters unless changed by agreement in writing.

Staffing.  One lawyer will have the primary responsibility for our relationship.  We assign additional lawyers and other personnel when needed based upon the type of work and the appropriate experience level required.

Financial Arrangements.  This section only applies if you have retained our firm on an hourly basis.

(1) Fees and expenses.  Our fees are based upon the hourly rates of our lawyers and other personnel in effect when the services are performed.  These rates change periodically, generally on an annual basis, based upon economic factors and the experience level and expertise of our personnel.  Expenses include items such as filing fees, overnight or other special mail services, messenger services, research service charges (e.g. LEXIS), and other special services required to meet the needs of the matter.  Some large disbursements may be forwarded to you for direct payment.  Some charges may not be in the system at the time of monthly billing and will appear on a later bill.

(2) Retainers.  As a policy, the firm requires clients to maintain a retainer balance, which is applied to invoices when billed.  The amount of the initial retainer we require is set forth in the engagement letter.  As invoices are generated and your retainer balance is reduced, you are required to replenish your retainer balance to the original amount.  We will send you invoices for that amount from time to time.  We may agree to lower the amount of the required retainer balance, or no longer require that you maintain one, but if we agree to do so, it will only be effective if we agree to it in writing. If, upon conclusion of our engagement and payment of all invoices, you have a positive retainer balance, we will refund that balance to you; if payment was made by credit card the refunded balance will exclude the credit card processing fees incurred (typically around 2.6%).

(3) Billing and Payment.  We generally forward our statements monthly.  The statements will include a brief description of each item of work performed, the date performed, the time required to do the work and the expenses incurred, if any.  Payment is due promptly upon receipt of our statement.  We reserve the right to terminate our representation of clients who do not pay promptly.  Our policy provides that we stop work on a client’s matter if that client’s retainer is exhausted.  We do not and cannot guarantee the outcome of any matter, and payment of our fees and disbursements is not conditioned on any particular outcome.  You agree that if we bring an action to collect amounts due us that we will be entitled to recover the costs and fees incurred by us (computed in accordance with the hourly rates in the engagement letter).  If we are required to testify, produce documents, or respond to other requests in connection with proceedings commenced by third parties that relate to our representation of you, you will pay us our reasonable fees and costs incurred.

(4) Estimates Do Not Limit Fees & Expenses.  From time to time we are asked to give oral or written estimates of likely fees.  Unless set forth in a writing expressly stating that the estimate is a binding cap or limitation on fees, our fees (and costs and expenses) are not limited by an estimate.  Estimates are based upon information known to us at the time, and actual fees may vary from the estimate for any number of reasons.  Unless you ask us to provide an updated estimate, we may not revise our estimate as circumstances change.

(5) Fee Dispute Resolution.  We each agree to resolve any dispute regarding our fees by arbitration in accordance with the New York State Fee Dispute Resolution Program (FDRP) pursuant to Part 137 of the Rules of the Chief Administrator of the Courts, with which you agree to familiarize yourself.

Conflicts of Interest.  Recognizing and addressing conflicts of interest is a continuing issue for attorneys and clients.  We have implemented procedures to identify conflicts at the outset of each engagement.  It is possible that during our representation of you, some of our present or future clients will have disputes or transactions with you.  We are accepting this engagement with your understanding and express consent that our relationship with you will not preclude us from continuing or accepting an engagement from a new or existing client, even if the interests of such clients are directly adverse.  However, we will not accept an engagement that is directly adverse to you if either: (1) it would be substantially related to the subject matter of our representation of you, or (2) we have obtained from you proprietary or other confidential information of a nonpublic nature that, if known to our other client, could be used in any such other matter by such client to your material disadvantage.  You should understand that having similar agreements with other clients helps preserve our ability to continue to represent you.

Emails.  We encourage the use of email as an efficient means of communication.  However, emails can be delayed or blocked (for example, by anti-spam software).  You must not assume that an email message sent to us was actually opened and read by us unless you receive a non-automated reply message indicating that we have read your message.  In addition, you should be aware that there are risks in sending or receiving emails and other electronic communications using a third-party email service, or a computer or other device, where there is a significant risk that a third party may gain access to the communication.  Accordingly, you should avoid using a workplace computer or system for a personal client-lawyer communication, or a borrowed computer or a public computer, such as in a hotel or library, for any client-lawyer communication with us, particularly any sensitive or substantive client-lawyer communication.

Information Provided.  All analyses that we perform and all advice that we render are based upon the facts that you disclose to us or cause to be disclosed to us by third parties.  We perform no independent investigation or verification of the facts or circumstances surrounding such materials or their contents.  We act in reliance upon the veracity of all information provided to us regarding you and the project, and upon the assumption, without investigation or inquiry, that all such information is substantially accurate, complete and current.  We disclaim, and you release us from, all responsibility with respect to any material that we request from you that is not provided to us, and with respect to any information contained in such materials, and with respect to any information provided to us that is not true or accurate. 

Legal Advice and Responsibility.  It is important for you to appreciate that you will be legally responsible for all provisions of any legal arrangement to which you are a party.  We will provide as much guidance and explanation as is reasonably possible and respond to your questions, in each case in a manner reasonably related to the fixed fee you have paid for such counsel.  We will not perform substantially more than 1 hour of work for purchases of our contract review product and reserve the right to condition future services and counsel on the deposit of a retainer.  It is important for you to review all documents to your own satisfaction, and become comfortable with their requirements, and make your own decisions, prior to signing.  If we feel that your decisions are legally problematic or significantly at odds with our legal judgment, that there is inadequate cooperation between us, or that your preferred approach will require additional work, we reserve the right to terminate, or alter the terms of, the representation, and/or to require payment before proceeding with further work.

No Guarantee, Obligations Not Conditioned on Results.  We cannot and do not guarantee any specific results of any negotiation, legal action, transaction, advice or plan.  Your obligations under this Agreement are not conditioned upon the achievement of any specific result or the attainment of any particular milestone in our work, such as the closing of a transaction.

No Illegal Activities.  In executing this Agreement, you represent that you have disclosed and shall continue to disclose to us your intentions and goals relating to the project in full candor, that the services for which you have engaged us are not intended to advance or contribute to any illegal or fraudulent activity, and that you are not now and have never been a party with whom transactions are prohibited under the USA PATRIOT Act or Executive Order 13224.  In addition, we reserve the right at any time to perform background checks on any individual or entity comprising or relevantly associated with the Client, to defer the commencement of work, or the continuation of work, until such checks are completed, and to refuse to commence or continue work if we discover any fact or situation that we feel poses a risk to the Firm.  For the purposes of this paragraph, the term “you” shall refer to the party identified as “Client” above, and all affiliates, partners, officers, and employees thereof.

Copyright.  Unless otherwise agreed in writing, the copyright in the original materials we produce for you belongs to us. The fees you pay for our work, however, permit you to make use of such materials solely for the purpose for which they are created.

Binding Arbitration.  Any dispute arising out of or in connection with this Agreement, including any claim of legal malpractice (or similar claim) and any claim involving fees or expenses, will be resolved by final and binding confidential arbitration conducted in New York, New York. The Federal Arbitration Act (9 U.S.C., Secs. 1–16) will govern the interpretation of, enforcement of, and proceedings pursuant to this paragraph C.1. The binding arbitration will be administered by and in accordance with the then-existing International Institute of Conflict Prevention & Resolution’s (“CPR”) Administered Arbitration Rules, and discovery will be administered in accordance with Mode D in Schedules 1 and 2 and Mode C in Schedule 3 of the then-existing CPR Protocol on Disclosure of Documents and Presentation of Witnesses in Commercial Arbitration. Each of us will bear our own attorneys’ fees, costs, and expenses (including filing fees). The cost of arbitration (including arbitrator fees) will be shared between us pursuant to an agreed-upon allocation or, in the absence of agreement, will be shared equally. If you or we (individually or collectively) seek less than US$3,000,000 (or the equivalent), the dispute will be decided by a sole arbitrator mutually acceptable to both of us. If either of us (or both of us collectively) seek US$3,000,000 or more (or the equivalent) at any point during the arbitration, a three-person panel of arbitrators mutually acceptable to both of us will preside. The arbitrators, and not any court, will have the exclusive authority to resolve any dispute or claim relating to the interpretation, applicability, or enforceability of the Engagement Contract, including this paragraph C.1.  If the total amount of the arbitration award is US$5,000,000 or more, inclusive of interest (or the equivalent), each of us may appeal the award to a panel of three arbitrators comprised of former appellate court judges pursuant to the CPR Arbitration Appeal Procedures. The appellate arbitrators will be reasonably acceptable to both of us.  The appellate arbitration panel will review the facts and law pursuant to the standard of review that would apply if this proceeding were heard by an appellate court sitting in New York, New York.  You agree to accept binding arbitration and waive any right to pursue a class or collective action. By agreeing to arbitration, you are waiving the right to have disputes between us tried in court and the right to a jury trial. You understand that arbitration may provide only limited discovery and appellate rights and that courts may enforce an award in arbitration without reviewing it for errors of fact or law. No demand for arbitration may be sustained after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statutes of limitation or statute of repose if this matter were filed in court. The arbitrators are authorized to dismiss the arbitration at any stage based on a determination that the claim is time barred or for any other legally or factually supported reason. Before agreeing to arbitration, you have the right to consult with independent counsel.

Governing Law.  This Agreement will be governed by and construed under the laws of the State of New York without regard to conflict of laws principles. 

Conclusion of Representation.  You have the right to terminate our representation for any reason at any time.  We may also terminate our representation for any reason consistent with ethical rules, including conflicts of interest or your failure to pay our fees and expenses.  In addition, our representation of you will terminate when we send you our final statement for services rendered in this matter.  Following termination, any nonpublic information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional conduct.  Once our representation is concluded, we will not be obligated to take any steps such as keeping track of deadlines, filing papers, pursuing appeals, or monitoring or advising you about changes in the law or circumstances that might bear upon the concluded matter.  At your request, electronic copies of your papers will be returned to you promptly upon receipt of payment for outstanding fees and costs.  Our own files pertaining to the matter will be retained by the Firm.  We reserve the right to destroy or otherwise dispose of any documents or other materials retained by us within a reasonable time after the termination of the engagement.

Exhibit A

to Terms of Engagement:

Statement of Clients’ Rights & Responsibilities