1. THE PARTIES / EFFECTIVE DATE. This Agreement is made between Roe Law Firm, LLC ("Attorney") and You ("Client") and is effective as of the latest date of signing by Client.
2. LEGAL SERVICES PROVIDED, RESPONSIBILITIES OF ATTORNEY AND CLIENT. The Legal Services to be provided by Attorney to Client are the completion of a comprehensive federal, state and common law copyright search, consultation time of up to thirty (30) minutes regarding the proposed copyright application, preparation and filing of Client's copyright application, tracking Client’s copyright application once filed, and responding to any Office Non- substantive Actions issued by the US Copyright Office which require thirty (30) minutes of time or less to answer (“Legal Services”). All additional services are at an additional charge. Attorney will perform the Legal Services called for under this Agreement, keep Client informed of progress and developments, and respond promptly to Client's inquiries and communications. Client will cooperate with Attorney, be available as requested, provide necessary declarations, specimens, etc., promptly pay all fees and costs, and keep Attorney informed of client's whereabouts and current street address, telephone number(s), fax number, and e-mail address at all times. Client understands this is an application process, which could result in denial of the Client’s copyright.
3. FEE. The Flat Fee for the Legal Services agreed to by the Attorney and Client is $100.00 USD (the “Flat Fee”). The rules of professional conduct for attorneys in the State of Oregon 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, clients may waive this requirement. Due to the small nature of the Flat Fee and the administrative issues involved with moving the money between accounts, Client hereby waive’s the requirement and allow the funds to be deposited into Roe Law Firm, LLC's operating account. By waiving this requirement the Flat Fee becomes property of the Roe Law Firm, LLC upon receipt. The Legal Services are completed and the Flat Fee is earned when Attorney provides the completed copyright application to Client with filing instructions. Client may be entitled to a refund of all or part of the fee if the services for which the fee was paid are not completed.
4. COSTS AND EXPENSES. The rules of professional conduct for attorneys in the State of Oregon 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, clients may waive this requirement. Due to the small nature of the Flat Fee and the administrative issues involved with moving the money between accounts, Client hereby waive’s the requirement and allow the funds to be deposited into Roe Law Firm, LLC's operating account. By waiving this requirement the Flat Fee becomes property of the Roe Law Firm, LLC upon receipt. The Legal Services are completed and the Flat Fee is earned when Attorney provides the completed copyright application to Client with filing instructions. Client may be entitled to a refund of all or part of the fee if the services for which the fee was paid are not completed.
5. WORK PRODUCT: The writings, notes, memoranda, reports of conversations, research and confidential materials, which we prepare, will be maintained in strict confidence and under the provisions of the attorney-client privilege and pursuant to the terms of this Agreement.
6. TERMINATION: Client may terminate this engagement at any time upon reasonable notice to us, and we retain the right to terminate this agreement as well. In the event that our representation is terminated, Client agrees to pay all bills thereafter provided covering expenses incurred prior to the termination. Client specifically understands and agrees that Attorney is willing and able to undertake representation of Client on this matter only on the basis that all of Attorney’s bills (including government filing fees) shall be paid in full when designated; and if not so paid, Attorney may in their sole discretion withhold performance of further services and be free to terminate the Attorney/Client relationship and withdraw as the attorney of record.
7. ENTIRE AGREEMENT. This Agreement constitutes the full and complete understanding and agreement of the parties hereto, supersedes all prior understandings and agreements, if any, and cannot be changed or terminated orally. All changes or modifications must be in writing and signed by the parties hereto.
8. SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, or unenforceability shall not affect any other provisions, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision does not exist.
8. ASSIGNMENT. Attorney reserves the right to assign all or any portion of the work to be performed between themselves or to an associate and to utilize paralegals or others working under the Attorney’s supervision and Client consents thereto.
9. CHOICE OF LAW. This Agreement shall, in all respects, be governed by the laws of the State of Oregon, with proper venue in Multnomah County, Oregon.
10. FAILURE TO REQUIRE PERFORMANCE. Failure of either party at any time to require performance of any provision of this Agreement shall not limit the party’s right to enforce the provision, shall not constitute any waiver of any breach of any provision, constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself, or any other provision.
11. BREACH. A breach of any portion of this Agreement shall not affect the remainder of the Agreement, but shall give rise to an independent claim for breach of this Agreement.
12. ATTORNEY FEES. If Attorney shall institute litigation to enforce any of the terms of this Attorney fee agreement, then he shall recover such sums as the trial or appellate court determine to be reasonable attorney fees.
13. FAVORABLE OUTCOME NOT GUARANTEED. The Client understands that the Firm has not made to the Client any representations or statements concerning the outcome of the above referenced Matters, or the favorable outcome of any legal action that may be filed or transaction that may be entered into. The Firm has made no representation to the Client regarding reimbursement to the Client of any fees, costs, and/or expenses, incurred or stock granted by the Client in the above referenced Matters. The Client further expressly acknowledges that all statements of the Firm on these Matters are statements of opinion only; there have been no representations as to the outcome of any of the Matters. The Client further understands that if any other the above referenced Matters is litigated and a judgment is rendered against the Client, the Client may be responsible for court costs and fees.
14. MISCELLANEOUS PROVISIONS.
A. Client hereby acknowledges that the Client has carefully read this entire Agreement, Client has had the opportunity to consult with independent counsel regarding any and all of the terms and conditions herein, and the Client fully understands and agrees to abide by all of the terms, conditions and obligations of this Agreement, and that the Client has received a true and correct copy of this Agreement.
B. The following Client’s file will be retained for two (2) years after our representation has been completed and will then be discarded, except information that may be used by the attorney in the future. Client shall, however, promptly pick up material furnished to attorney and attorney shall have no responsibility of retaining Client’s information after the representation is terminated for forth-five (45) days. The Firm has the authority to return to the Client what it deems appropriate.
C. We recognize that technology is ever evolving and that electronic communications cannot be fully protected from unauthorized interception. In addition, human error may at times result in electronic communications being sent in error. Nevertheless, for efficiency purposes we may transmit information, including information of a confidential nature, by email to you unless you request us not to.
D. While we do not anticipate that you will have any problems in making payment for our services. The Firm reserves the right to use the services of a collection agency to collect unpaid balances owed by you. Therefore, you consent and agree that the Firm may disclose confidential information to a collection agency to enable the agency to collect the fees, costs and expenses that might be due to the Firm from you.
E. Each party intends that this Agreement in all respects shall be deemed and construed to be equally and mutually prepared by the parties, and it is hereby expressly agreed that any uncertainty or ambiguity shall not be construed for or against any party.
15. CONFLICT OF INTEREST. As of the date of this agreement, Firm has conducted an extensive search of its other client relationships in order to determine whether representation of Client would create a conflict of interest in connection with other attorney-client relationships of the Firm. The Firm’s search for relationships will be a continuing one. The Firm has discovered no existing attorney-client relationships that create a present conflict of interest. Notwithstanding that fact, issues involving the legal affairs of other clients of the Firm, while not present now, may raise an adverse interest of such other Firm clients and Client may be adversely effected at a future date. In the event such circumstance occurs, the Firm would not represent Client in matters adverse to another of Firm’s clients. Client would be required to retain counsel other than the Firm to represent its interest in such matter. In addition, if such adverse representation pertains to a client of the Firm, with whom the Firm has an attorney-client relationship as of the date of this agreement, to the extent the Firm’s representation of such existing Firm’s client is acceptable by that client as being permitted under applicable ethical standards, and to the extent permitted by law, Client consents to the Firm’s continued representation of such existing Firm’s clients and Client will not object to any disqualification of Firm as the legal representation of such other Firm’s client.
16. FORM OF SIGNATURES. This agreement may be executed by the parties in electronic counterparts.