Updated July 24, 2019
TERMS OF ENGAGEMENT
Thank you for selecting John L. Koenig Law, LLC (the “Firm”) to provide legal services in connection with a legal matter described on one or more Statements of Work. By confirming a Statement of Work, either orally or in writing, or otherwise requesting legal services from the Firm, you agree that you desire representation by the Firm to the extent described in the Statement of Work or otherwise, and that you therefore consent to such representation and agrees to all of the Terms of Engagement. If you do not wish to be bound by these Terms of Engagement, you must notify the Firm immediately and request that all services provided by the Firm be discontinued.
THESE TERMS OF ENGAGEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH THE FIRM, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
1. Methods of Charging. Fees for the anticipated legal services can be charged at either (i) an hourly rate, (ii) on the fixed-fee basis as set forth on a relevant Price List, or as confirmed in a Statement of Work for a specific project, or part thereof, or (iii) on a combination of fixed-fee and hourly basis. Absent a specific Statement of Work providing for fixed-fee billing, legal services shall be charged on an hourly basis. Statements of Work may be supplemented or amended from time to time by our mutual agreement.
2. Hourly Rate. My current hourly rate is set forth in the Statement of Work. For work requiring turn-around of less than 24 hours, when agreed to, I reserve the right to charge an increased hourly rate having a 25% premium over my regular hourly rate. Time that I devote to your matter may include correspondence, meetings, telephone calls relating to your matter (including calls with you), negotiations, factual investigations and analysis, consultations with other attorneys, legal research and analysis, document preparation and revision, travel away from the office on your behalf, and all other work related to your matters. I record and bill time (except for fixed fee work) in tenths of an hour.
3. Work with Others. I occasionally work with outside attorneys that I may, with your approval, ask to provide specific areas of practice beyond my general knowledge or to provide additional resources in practice areas covered by the Firm. I may retain those outside attorneys on your behalf under a fee sharing arrangement, or I may require that you pay them directly. I may expand the Firm to include other full-time or part-time attorneys and/or paralegals and I reserve the right to add or substitute personnel on your matters in a manner that will most cost effectively provide the services you need. The hourly rates for any additional personnel would be set at the time of service. These hourly rates may change from time to time, and your billings will reflect such changes.
4. Costs and Expenses. I may incur various costs and expenses in performing legal services for you. You agree to pay for those costs and expenses in addition to the fees for legal services. The costs and expenses commonly include filing fees, wire-transfer fees (both incoming and outgoing, at the rates charged by my bank, including wire transfers for retainer and legal fee payments), delivery fees, postage, federal express, parking and local travel expenses, photocopying, computer research costs, if available, corporate minute books, and other similar and necessary expenses which may have to be incurred in the course of my representation of your interests.
5. Travel Costs. For meetings outside of my office in Eastern Massachusetts, I charge for travel time as follows: (i) for meetings of two hours or less, I charge for travel both ways; (ii) for meetings between two hours and 5 hours, I charge for travel one way; (iii) for meetings of more than 5 hours, I do not charge for travel time.
6. Use of Outside Consultants. I will obtain your permission before retaining outside experts, consultants, or other support personnel or facilities whose fees are expected to exceed $250. You agree that you are directly responsible for the fees of any outside experts, consultants, or other support personnel or facilities and will pay those fees directly to the outside party upon our request.
7. Billing and Payment Due Dates; Credit Cards. I will generally send you statements on a monthly basis. I send all statements by email. The amount set forth on my invoices shall be due and payable upon receipt. You agree to pay the invoices no later than 15 days after their receipt. When our services conclude, all unpaid charges will become immediately due and payable. Amounts not paid within 30 days of invoice date will accrue interest at the rate of 1.5% per month. I accept retainer and legal fee payments by eCheck and credit card. There is no charge for payments by eCheck; I do assess a 3% fee for payments by credit card. For retainers made by credit card, the fee will be deducted from the retainer.
8. Payment for Fixed Fee Work. In the case of fixed fee work, I require payment in full in advance. The upfront payment reduces my administrative costs and keeps fees and rates lower. In the case of hourly work, my normal practice is to obtain a retainer, and accordingly I may request an advance payment from time to time. This retainer is not intended to represent an estimate of the total cost of the work to be performed. The ultimate cost depends greatly on specific facts that may arise in the course of this engagement, and on circumstances beyond my control, such as the actions of third parties.
9. Deposits of Retainer Payments. I will deposit any retainer in my client trust account. I will typically hold the retainer as a deposit throughout the engagement. In some cases, I may use the retainer to pay my fees for legal services, and costs and expenses. If I apply the retainer against amounts billed, I may request that you make additional retainer payments during the course of this matter. Such deposits will be held until the services are performed and the out-of-pocket expenses are incurred. I will refund any unused deposit at the conclusion of my representation. Retainers paid by credit card will incur a fee of 3%.
10. Representation of Entities. With regards to representation of an entity (e.g., corporation, LLC, partnership), my client will be the entity. Each of the entity’s managers, directors, officers, stockholders and other key representatives (the “Representatives”) should understand that the Firm will not be able to act as counsel for any of the Representatives personally with respect to the entity, or as counsel in any matter between the entity and the Representatives. If my Statement of Work is directed to an entity as the Client, the Firm has not been engaged to, and expressly does not agree to, represent any other person or party in connection with this matter. The attorney-client privilege requires that I maintain the confidentiality of the information given me by a client relating to my representation. Subject to applicable law, I will treat as privileged all communications between the entity and any Representative with respect to the disclosure of that information to outside parties. My representation of the entity means that there will be no attorney‑client privilege for communications between any /either one of the Representatives and me, with respect to the other Representatives. You must agree that there will be complete and free disclosure and exchange of all information that I receive from each of the Representatives in the course of my representation and that such information shall not be confidential between or among the Representatives irrespective of whether I obtain such information in conferences with more than one Representative, or in private communications with only one Representative. Were a Representative to elect to have independent counsel represent you individually, that Representative’s communications with his or her individual counsel would, instead, remain confidential.
11. Representation of More than One Person. My normal practice is to represent only one party. However, with respect to multiple individuals listed on my Statement of Work, you have advised me that in this matter at the present time, none of you wishes to use other counsel, and instead, you desire that I represent your multiple interests. If I have agreed to represent more than one person with respect to a legal matter, as indicated on a Statement of Work, that is based on your further representations to me, and my understanding that there are no present conflicts of interest between or among you which would make it unwise for you to use the same attorney. You should be aware, however that my simultaneous representation of multiple persons with respect to a legal matter may involve potential conflicts, and that the interests and objectives of each individual on certain issues may, at some time in the future, become inconsistent with the interests and objectives of the other(s). Accordingly, my representation of multiple persons has significant implications which you should consider. For example, rather than my vigorously asserting a single person’s interest on an issue, I will likely engage in a balancing of interests between the persons represented. Because each person has different talents, energy, interests, financial wherewithal and acumen, among other differences, aggressive advocacy for one person alone could result in more favorable treatment for that person as compared with the more even‑handed approach I endeavor to follow in representing multiple persons. My representation of multiple persons may also result in the loss of the attorney‑client privilege for communications between each person and me, with respect to the other person(s). In order for me to represent multiple persons, you must agree that there will be complete and free disclosure and exchange of all information that I receive from all represented persons in the course of my representation, and that such information shall not be confidential between or among you irrespective of whether I obtain such information in conferences with all persons, or in private communications with only one person, including any communications that may have taken place before the date of any Statement of Work. Should you elect to have independent counsel represent you individually, your communications with your individual counsel will, instead, remain confidential. Further, in the event of a dispute among you, I may be precluded from representing any one of you without first obtaining the consent of all concerned. You are not precluded in conferring with other counsel or other advisors at any time during the course of my engagement, and you may seek the advice of separate counsel at any time, even concerning the advisability of using one lawyer for the subject work.
12. Termination of Engagement. You may terminate the Firm’s representation at any time. The Firm may terminate its representation in accordance with the Rules of Professional Conduct. In the event that our attorney-client relationship is terminated by either of us, for whatever reason, you agree to pay my fees and expenses incurred through the date of termination.
13. Fee Complaints. I do my best to see that my clients are satisfied not only with my services but also with the reasonableness of the fees charged for those services. If you disagree with or question any amount due under any of my statements, you agree to communicate such disagreement to me, in writing, not less than thirty days from the date the statement is sent to you.
14. Acceptance of Terms. Please review carefully these Terms of Engagement. If you have any questions about these Terms of Engagement or the work to be performed, please contact me as soon as possible. If you accept these Terms of Engagement, please sign the applicable Statement of Work and return it to me by email, fax or mail.
15. Complete Terms; Changes. These Terms of Engagement constitute the entire understanding between the Firm and you pertaining to the provision of legal services by the Firm and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. I may change these Terms of Engagement at any time, subject to the Rules of Professional Conduct, and such changes shall apply with respect to subsequent Statements of Work.
16. Limits of My Representation. I am licensed to practice only in the states designated in my profile on this web site, and do not seek to practice law in any jurisdiction where I am not properly authorized to practice.
17. Terms for Fixed Fee Engagements. Certain terms used in certain fixed fee engagements are defined as follows:
Limited Review (LR) provides a limited review of a proposed document and a single consultation only, during which the client can ask specific questions about a document. This service is intended as a “spot” review only to assist clients who have questions about specific issues or specific provisions within a document and not the document as a whole.
Limited Drafting (LD) provides a one-time revision of an existing document and a single consultation only, during which the attorney and client can discuss the revised document. This service is intended as a revision of the entire document which addresses specific concerns or instructions from the client. This may also be suitable for clients who just want the attorney to “make whatever changes may be appropriate.” Subsequent revisions to the same document will be based on the number of pages changed.
Review & Comment (RC) provides a full review of a proposed document and the issues of concern to the client along with comments or suggestions on how to address specific issues within 15 consecutive days from the start date of the firm’s work on the agreement. This service assists clients who will revise and negotiate the agreements themselves, and does not include discussions of how to turn comments into revisions, or review of the revisions that the client makes in response to the comments. Includes Unmetered Consultations.
Draft & Revise (DR): provides drafting and two minor revisions of a proposed document authored by the firm, the client, or a third party, within 15 consecutive days from the start date of the firm’s work on the agreement. Typically, the process starts with a client questionnaire to review the business terms and client objectives. Includes Unmetered Consultations.
Revise & Negotiate (RN) provides drafting and two minor revisions of a proposed document as required by the client, within 15 consecutive days from the start date of the firm’s work on the agreement. In addition, the attorney will submit the revisions to opposing counsel, handle negotiations of the transaction, and keep the client informed of the progress. Includes Unmetered Consultations.
Unmetered Consultations™ provide reasonable access to an experienced attorney for 15 consecutive days (from the start date of the firm’s work on the agreement) for consultations by phone, or at the attorney’s discretion, by email, on issues directly related to the matters for which the attorney has been engaged. The time required for such consultations is “unmetered” (i.e., not tracked) and no additional fees are charged. For documents that exceed the 15 day period, or for situations that exceed reasonable access, additional charges will apply.