Strategic Planning With Purpose®
STANDARD TERMS OF REPRESENTATION
These Standard Terms of Representation supplement the Firm’s engagement letter and other correspondence and together comprise the Firm’s engagement agreement with you to provide legal services.
Scope of Service; Applicability. The Firm’s representation is limited to the performance of the legal services described in the engagement letter or in subsequent correspondence. Additional services will require another meeting and may incur additional fees. We will not make any business, management, operational, financial, accounting, investment, credit or valuation decisions. During the course of the Firm’s representation, we may express opinions, beliefs or judgments concerning this matter or the various possible courses of action or the results that might be anticipated. Any expressions by the Firm concerning the outcome of this matter are expressions of the Firm’s judgment only; they are neither promises nor guarantees. You have been advised that our firm cannot guarantee success or any particular result. FOLLOWING CONCLUSION OF WORK OR TERMINATION OF THIS AGREEMENT FOR ANY REASON, THESE TERMS AND CONDITIONS SHALL CONTINUE TO APPLY TO ANY AND ALL SUBSEQUENT REPRESENTATION AND/OR WORK AS IF THEY WERE RATIFIED IN WRITING UNLESS A SUBSEQUENT ENGAGEMENT AGREEMENT IS SIGNED TO THE CONTRARY.
Legal Services Notice. Legal services in Florida are provided, exclusively, by Barry E. Haimo, P.A. (“BHPA”). Legal services in New York are provided, exclusively, by Barry E. Haimo, P.C. (“BHPC”). BHPA and BHPC are separate legal entities. BH IP, LLC owns all intellectual property in and to BHPA and BHPC including, without limitation, copyright, trademark and patents, including, without limitation, their name, likeness, marketing materials, domain, website and good will, as well as the fictitious name, “Haimo Law”, the trademark “Strategic Planning With Purpose” and the icon in the Haimo Law logo, all of which both entities are licensing for use in their respective states. Unless specifically stated in writing, you are doing business with BHPA or BHPC but not both.
Professional Fee Structure – Planning. The framework for our compensation for professional services relating to basic estate and business planning is generally fixed, hourly or a percentage, or some combination thereof and subject to the following terms unless otherwise agreed in our engagement letter or subsequent writing including email. Fixed: Fixed fee structures include (3) hours of total time for consultations, meetings and calls before time is tracked and billed at our then current hourly rates as set forth herein. Fixed and Hourly: Our fees for more complicated estate and business planning are typically fixed with an hourly component due to the time needed for consultation, meetings and calls. Hourly: For matters billed based on time incurred, we will record time expended in the course of representation in units of tenths of an hour, or said differently, six (6) minute intervals. We will bill monthly for our services at our then current hourly rates, which are subject to change annually without notice. Flex Fee: For matters in which we are compensated based on a flexible or incremental combination of fixed fees and time, the fixed payments are due prior to the commencement of work. Thereafter, we will bill our time as set forth herein until reaching the initial predetermined incremental step, at which time, we will reconvene to discuss how to proceed and an estimated time and cost of such step. All estimates are reasonable attempts to ascertain future fees and costs and are not binding since it is impossible and impractical to predict the exact amount of time and money that may be incurred and unforeseeable events that may arise on any particular matter.
Professional Fee Structure – Trust and Estate Administration. The framework for our compensation for professional services relating to trust and estate administration is generally fixed, hourly or a percentage, or some combination thereof and subject to the following terms unless otherwise agreed in our engagement letter or subsequent writing including email. Fixed or Percentage. Our fees for professional services relating to trust and estate administration are sometimes fixed and sometimes based on a percentage of the value of the estate modeled after the provisions contained within Section 733.6171, Florida Statutes. For purposes of computing the percentage of the estate, the total value of the estate is computed using the final inventory value plus income and does not adjust downwards for market fluctuations. Additionally, unforeseen developments or complications will be billed at our then current hourly rates. Hourly. Our fees for professional services relating to trust and estate administration are sometimes hourly at our then current hourly rates, which are subject to change without notice. Probate and Trust Admin Reverse Contingency Fee: In representing personal representatives and trustees, we will do our best to ethically eliminate or mitigate creditors’ claims against the trust and/or estate, which requires an investment of time, energy and resources. We take a percentage of the amount eliminated or mitigated with a minimum fee for the time and resources needed for the work and a ceiling on recovery, the terms of which are outlined in the engagement letter.
Firm Representatives; Third-Party Service Providers. In order to perform professional services on your behalf, we may utilize employees, contractors and/or third-party service providers and affiliated entities (“Firm Representatives”). Working with Firm Representatives reduces our costs, the savings of which we may pass on to you. Please note that we may share confidential information about you with these Firm Representatives but remain committed to maintaining the confidentiality and security of your information through reasonable measures, which include, without limitation, internal policies, procedures and nondisclosure agreements. We will also secure confidentiality agreements with all Firm Representatives and take other reasonable precautions to prevent the unauthorized release of confidential information. If we are unable to secure an appropriate confidentiality agreement, we will request your consent prior to sharing your confidential information with such Firm Representatives.
Costs and Expenses; Vendors. In addition to our professional fees, you agree to be responsible for paying all expenses reasonably incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, filing fees, long distance telephone charges, postage, courier and overnight delivery charges, overtime word processing, securing witnesses, acquisition of deeds, utilizing other notaries, facsimile charges and related expenses, hotel, parking and travel expenses, computerized legal research and related expenses, staff overtime and after-hours meals. Unless you request otherwise, we generally use our in-house printing and document duplicating services rather than third-party services due to timing and confidentiality concerns. We do not intend to make any profit on such expenses and will pass the costs on to you based as closely to our costs as possible. It is Firm policy not to advance third party costs in excess of Two-Hundred Fifty Dollars ($250.00).
Invoices; Dispute Period; Waiver. Invoices for fees and expenses will be sent to you monthly or as often as is practical. You have fourteen (14) days after your receipt of the invoice in which to communicate any issues or discrepancies, after which we will in good faith work with you to resolve them to your reasonable satisfaction. You understand and acknowledge that you are deemed to approve and agree with the invoice and its contents and further waive your right to contest same if you do not bring it to the Firm’s attention in writing within above fourteen (14) day period.
Billing Arrangements; Terms of Payment; Remedies. You agree to pay all approved invoices within thirty (30) days of receipt. We will give prompt notice if an account becomes delinquent. Any balance not paid within thirty (30) days of becoming due shall accrue annual interest at 18%, compounded annually, or the maximum amount permitted by law, whichever is greater, from the date due until payment is received in full. Moreover, if any invoice is not promptly paid, we may: (i) suspend or terminate our services in our sole discretion; and/or (ii) to the extent applicable, implement a charging lien or retaining lien (withhold your executed documents and all other work product prepared on your behalf until paid in full, which you acknowledge is fair and reasonable relief in response to a default in payment). Furthermore, you knowingly and irrevocably agree to waive any and all rights to any and all chargebacks on a credit card to the extent used for payments, that such waiver is reasonable and that you will rely, exclusively, on other remedies. Lastly, if a representative of Haimo Law voluntarily or involuntarily serves as a witness in connection with our representation, you understand and acknowledge that you, your estate or trust will be responsible for compensating such representatives at our then current hourly rates for such time incurred in connection therewith.
Retainers and Trust Deposits. The Firm generally requires receipt of a retainer before work is commenced. For fixed fee work, the retainer is applied against the final invoice for professional fees and costs. For all other work, we will bill against the retainer on a monthly basis until it is depleted, at which time you will be responsible for promptly replenishing it in full to ensure that services continue without disruption. All trust deposits we receive, including retainers, will be placed in a trust account for your benefit. The Florida Supreme Court requires that each law firm establish a pooled trust account from which the interest earned is payable to The Florida Bar Foundation, Inc., a nonprofit organization. The Firm will place your retainer deposit in that pooled trust account and the interest earned will be payable to that foundation. In either case, any funds remaining from the retainer if any, after our engagement has concluded and our account with regard to your matter is paid in full, shall promptly be returned to you.
Termination or Conclusion of Engagement; Attorney-Client-Privilege. Either the Firm or you may terminate this Agreement at any time and for any reason by delivering written notice to the nonterminating party within a reasonable time of the terminating party’s desired termination date. Upon termination by either party, you shall pay for all of the Firm’s services rendered with outstanding balances and expenses advanced, paid or incurred in connection with this engagement, including hourly fees on work performed and time expended by the Firm and costs incurred by the Firm thus far, as well as those associated with copying and/or transferring and sending files or transitioning to new counsel through the termination date. You agree to take all steps necessary to free the Firm of any obligation to perform further, including the execution of any documents necessary to perfect the Firm’s withdrawal from representation and termination of this Agreement.
Record Retention. The Firm will only store and maintain original documents reasonably related to its representation of you in the Firm’s client files in exchange for an annual recurring fee of $300/year, which compensates the firm for its ongoing storage and filing resources. This amount is subject to change without notice due to the impractical burden of doing so. Regardless, the Firm will retain electronic copies of your executed documents in duplicate, both on and off site. After receipt of payment for all outstanding fees and costs, your executed documents and any original documents that you provided to the Firm which have intrinsic value or which directly affect property rights such as wills, deeds or negotiable instruments will promptly be returned to you. The firm can easily share electronic copies of your documents with you in a reasonable time after a written request. Unless you compensate the firm for storing original documents, the Firm reserves the right to destroy or otherwise dispose of any such documents or other materials – whether in paper, recorded, electronic or other format – at any time after three years (3) after the termination of this Agreement
Governing Law; Choice of Forum; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws provisions thereof. The parties hereby agree that the venue for any litigation relating this Agreement shall be exclusively in Broward County, Florida, and the parties irrevocably submit to personal jurisdiction before a court of competent jurisdiction therein, and further agree not to assert, by way of motion, defense or otherwise in such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such court or that the court lacks personal jurisdiction over them.
Enforcement Actions. In connection with any dispute or litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, including attorneys’ fees and costs for litigation in any bankruptcy proceedings and at all trial and appellate levels, and whether or not the Firm represents itself or hires outside counsel in connection thereof. BOTH PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY A JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS, POWERS, REMEDIES OR DEFENSES ARISING UNDER THE TERMS OF THIS AGREEMENT AND AGREE THAT SUCH ACTION WILL BE TRIED BEFORE A JUDGE.
Digital Correspondence and Storage. The Firm utilizes server-based (cloud-based) technologies in order to facilitate our delivery of cost-effective professional services. Such online services include, but are not limited to, email, Evernote, Asana, G Suite and Docusign (“Online Resources”). Digital correspondence through the use of these Online Resources is typically viewed as a quick and effective means for communication, accessible storage of data and efficient workflow. The Firm utilizes additional levels of security to ensure your privacy, such as without limitation, internal policies and procedures, required strong passwords and use of two-factor authentication where available. However, no Online Resources is One Hundred Percent (100%) secure. As a result, content may be intercepted, may be diverted, and for technical reasons, may never reach the Firm or its intended recipients through no fault of the Firm and its representatives. By signing this Agreement, you acknowledge the risks of the Firm’s use of Online Resources and waive any and all claims relating to damages caused therefrom. In addition, the Firm’s emails are not, and do not include, legal opinions. Please note that an email is permanent and is subject to discovery and legal process, the same as if it were a written communication.
Acknowledgment. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE FIRM’S POLICIES AS SET FORTH HEREIN AND THAT THE FIRM HAS TAKEN REASONABLE STEPS TO PRESERVE AND PROTECT THE SAFETY AND SECURITY OF YOUR INFORMATION AND DATA AND WAIVE ANY AND ALL CLAIMS FOR DAMAGES AND/OR COMPENSATION RELATING THERETO. IF YOU ARE NOT COMFORTABLE WITH THE PROVISION OF THIS PARAGRAPH, DO NOT SIGN THE AGREEMENT AND INSTEAD RETAIN ALTERNATE LEGAL COUNSEL.
Integration Clause. No changes or modifications of this Agreement shall be valid unless in writing and signed by all of the parties to this Agreement. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
Post Engagement. Upon termination of this Agreement, the Firm has no obligation to advise you of subsequent changes in the law or other matters of fact or law that may affect its interests. Any such notice or information provided after the termination of this Agreement is a matter of courtesy. It is not intended, and will not give rise, to an attorney-client relationship. Additionally, neither the Firm nor its representatives have any obligation to update your Haimo Law Snapshot, as such is solely your responsibility. Importantly, all communications during our engagement shall remain subject to attorney-client privilege and, with few exceptions, survive termination of our engagement. Communications between you and the Firm after our engagement is terminated are no longer protected under the attorney-client privilege unless our attorney-client relationship is revived in writing.
Nonwaiver. Except as is otherwise set forth herein, the failure by any party to enforce against the other party any term or provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other term or provision in the future. Any waiver by any party of any of its rights or remedies under this Agreement must be in writing and signed by the party to be charged thereunder.
Binding Agreement. This Agreement shall inure to the benefit of and shall be binding upon the parties, and their heirs, successors and assigns. Except as otherwise expressly provided herein, this Agreement shall not and does not create any rights in any third persons.
Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement.