This agreement between you and Innovation Capital Law Group, LLP (“our,” “us,” “we,” or the “Firm”) is effective as of the date this Agreement is accepted by your signature below and by you clicking on the “I HAVE READ AND ACCEPTED” button.
BY CHECKING OFF THE “I HAVE READ AND ACCEPTED” BUTTON WITH YOUR SIGNATURE BELOW AND/OR BY SUBMITTING APPLICATIONS ON TECHSTARTUPLAWYER.COM, YOU HEREBY EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGE, REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE.
1. Limited Scope of Engagement. You have agreed to engage our services in connection with the incorporation of your startup and other matters you may request including, but not limited to, securities filings, nondisclosure agreements and trademark filings (the “Services”). This engagement does not include representing you in any other matter, for which a separate engagement agreement will be required unless otherwise agreed to in writing. You also acknowledge that the attorney-client relationship is between the company and the Firm and is not with any individual shareholder, board member, principal or other representative of the company.
2. Legal Fees. The Flat Fee for the standard incorporation package is $899.00 USD (the “Flat Fee”). The rules of professional conduct for attorneys in the California in the United States of America require that unearned clients fees advanced by clients to attorneys be kept in a separate “trust’ account until the fees are earned and/or the representation terminated by either party. However, due to the small nature of the Flat Fee and fact that our interest in the Flat Fee is fixed once payment is submitted, you hereby agree that our interest in the Flat Fee earned and shall be deposited into the Firm’s operating account and the Flat Fee becomes property of the Firm upon receipt.
3. Costs and Expenses. Government fees are in addition to the above stated legal fees. The applicable government and filing agent fees that will be charged upon submission of your incorporation information are the following:$139 (Delaware government fee) + $75 (filing agent fee) + $99 (DE registered agent fee recurring annually).
4. No Refund Policy. All payments for legal fees are final, and no refunds will be issued unless a clear technical problem results in an advertent duplicate payment. By checking off the “I HAVE READ AND ACCEPTED” button and submitting payment through our site, you are agreeing to our no refund policy.
5. Disputes and Arbitration. If a dispute arises between us over fees charged for services, the controversy will be submitted to Arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, as set forth in California Business and Professions Code sections 6200 through 6206. Should a dispute arise between us over any aspect of the attorney-client relationship other than the fees charged, including, without limitation, a claim for breach of professional duty, all disputes will also be resolved by mandatory and binding arbitration in Orange County, California before a single arbitrator at JudicateWest. The Arbitrator shall have the authority to award to the prevailing party attorneys’ fees, costs and interest incurred. Any Arbitration Award may be served by mail upon either side and personal service shall not be required. An award may be entered in any court which has jurisdiction. ALL PARTIES TO THIS AGREEMENT, BY ENTERING INTO IT, ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY, AND INSTEAD ARE ACCEPTING THE USE OF ARBITRATION.
6. Disclaimer of Guarantee. We cannot, will not and have not made any representations, promises or guarantees to you about the outcome or success of any matter. Nothing in this agreement shall be construed as such a promise or guarantee, and your obligation to pay the fees and costs incurred in connection with any matter is not dependent in any way on our success in any of your matters.
7. Consent to Firm’s Disclosure of Representation. You acknowledge that the fact of Client’s representation by the firm is not confidential. You hereby consent to our disclosure of the firm’s representation of Client. You also consent to our use of Client’s logos and trademarks for marketing purposes, and acknowledge that such usage by the firm constitutes fair use under U.S. trademark and copyright laws.
8. Additional Matters. If you request us to represent you in additional matters, a new engagement letter will not be prepared, unless we both agree otherwise in writing. Absent a new engagement letter, the terms of this letter shall control any additional matters.
This agreement may be executed by the parties in electronic counterparts.
Innovation Capital Law Group, LLP