TERMS & CONDITIONS
Please review our Client Terms of Service
CLIENT TERMS OF SERVICE
(effective as of January 1, 2017 | last updated August 6, 2020)
PLEASE READ THESE CLIENT TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR PROFESSIONAL RELATIONSHIP WITH CORPION LEGAL GROUP, P.A., d/b/a CORPLAW, (“FIRM”).
Subject to the conditions set forth herein, Firm may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”). Firm is under no obligation to notify Client or User of updates made to the Terms of Service. Clients and Users agree to be bound by the most up-to-date version of the Agreement, whether they received an updated copy or not.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE CLIENT TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE CLIENT TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
ANY CONFLICT BETWEEN OTHER COPIES OF THIS AGREEMENT AND THE COPY PUBLICALLY AVAILABLE ON THE WWW.CORPLAW.US WEBSITE SHALL BE RESOLVED IN FAVOR OF THE PUBLICALLY AVAILABLE COPY ON THE WEBSITE. CLIENTS ARE DIRECTED TO THE PUBLICALLY AVAILABLE COPY OF THE CLIENT TERMS OF SERVICE TO ACCESS THE MOST UP-TO-DATE COPY OF THIS AGREEMENT.
1. Definitions. The following terms are used throughout this Agreement and have the following specific definitions, regardless of capitalization, use in the singular or plural form, or use in the past, present or future tense; and will be considered fully incorporated within the Agreement as if stated directly within an applicable provision.
1.1. “Attorney” refers to Corpion Legal Group, P.A. (d/b/a CORPlaw) and any attorneys, freelancers, staff or other permissible team members who will be involved in providing Legal Services to Client.
1.3. “Client” refers to an individual or entity hiring Attorney to perform Legal Services. If Client is an entity, Attorney is providing Legal Services to Client in its corporate form.
1.4. “Company” along with “Attorney” refers to Corpion Legal Group, P.A. (d/b/a CORPlaw) and any attorneys, freelancers, staff or other permissible team members who will be involved in providing Legal Services to Client.
1.5. “Composite Information” means compiled feedback about Users on Profiles, or elsewhere on the Site, and includes User comments; User ratings; indicators of User satisfaction; and other feedback left exclusively by other Users.
1.6. “Engagement” The finite period of time Client and Attorney maintain a professional attorney-client relationship, whereby Attorney is providing legal services to Client.
1.7. “Engagement Agreement” refers to the engagement document signed by Client.
1.8. “Parties” refers to Attorney and Client as those terms are defined and detailed within the Agreement.
1.9. “Representatives” refers to employees, representative, or assignees.
1.10. “Site” refers to Corpion Legal Group, P.A.’s website, which is currently housed at www.corplaw.us, but which may be changed from time to time as Attorney sees fit.
1.11. “Terms” collectively refers to all of the terms, conditions, provisions, clauses, requirements, obligations or notices contained or referenced herein.
1.12. “User(s)” refers to Client, Attorney, and any individual or entity that elects to use the Site, where some provisions that apply to Clients who have engaged Attorney may not apply to Users.
1.13. “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, work product, research, legal work, or other information that you or any Site Visitor or User post to any part of the Site or provide to Company, including such information that is posted as a result of questions.
1.14. “We,” “Us” or “Our” refers to Attorney.
1.15. “You” or “Your” refers to User(s), either individually or as an authorized representative on behalf of a company or legal practice who engages or intends to engage Attorneys Services, which may include, but is not limited to Client, prospective clients, and, current clients.
2. Conditions. Attorney will have no obligation to provide legal services until Client returns an executed copy of the Engagement Agreement, provided separately from these Client Terms of Service, and, if applicable, until Attorney receives confirmation of payment. Where payment is outstanding on any portion of work, at any time during the engagement, Attorney will cease working on Client’s matter until such time that payment is made in full.
3. Scope of services. The scope of this engagement is limited to the work described in the Engagement Agreement (collectively, “Legal Services”). In exchange for compensation to be detailed more fully herein, Client will receive access to Attorney’s time, advice, and consultation regarding the limited matter(s) identified in the Engagement Agreement. Ultimately, the question of whether a matter or issue falls within the scope of Legal Services will be handled with common sense, mutual agreement, mutual respect, and fairness. Attorney, however, retains the final right to determine what services are to be included and what services are to be excluded from Legal Services, at Attorney’s sole discretion.
3.1. Scope of services, for trademark work. This section only applies if you’ve hired Attorney to submit a trademark application on your behalf and that specific deliverable is expressly listed in your engagement agreement. In exchange for compensation to be detailed more fully herein, Client will receive access to Attorney’s time, advice, and consultation regarding and limited to the matter discussed during our intake conversations, which include the following: file a trademark application on Client’s behalf (as necessary), perform research (as necessary) to support trademark filings, and appear for and participate in discussions regarding the development of filings to suit Client’s needs (as desired by Client). Client has been advised and understands that filing a trademark application is not a guarantee that the trademark will be awarded and registered. Client understands (and has disclosed here) that the desired trademark may be encumbered by another pending trademark application. Client understands that there is a risk of the desired trademark being denied as a result of conflicting registrations and Client wishes to move forward with filing the trademark application despite these risks. The fixed fee (defined more fully below) for a trademark application shall be limited to conducting and reviewing the records of the United States Patent and Trademark Office (henceforth, “USPTO”) and Internet trademark search, preparation and filing of Client’s trademark application, post-filing monitoring of Client’s trademark application, and responding to any informal USPTO Office Actions, which require no more than thirty (30) minutes to respond and forwarding the certificate of registration to the Client. Any additional services, including, but not limited to the following: Paralegal time and charges for forwarding Official USPTO Notifications, including, Official USPTO Filing Receipt, Notice of Publication, Notice of Office Action, Foreign Filing Reminders and Notices of Allowance; and Legal time and charges for Filing Amendment to Allege Use, Statement of Use or Extensions of Time to File a Statement of Use; Reviewing and reporting comprehensive Federal, state and common law CTCorsearch trademark searches; Responding to USPTO substantive refusals, including, but not limited to refusals pursuant to various Lanham Act Sections (including, but not limited to Sections 1, 2(d), 2(e), 3 and/or 45); Requests for Extension of Time to File a Notice of Opposition, ex parte or inter partes matters before the Trademark Trial & Appeal Board (“TTAB”), including, but not limited to Oppositions or Cancellations, litigation in Federal Court, state court or arbitration or mediation proceedings; Preparing cease and desist matters and/or responding to cease and desist letters; Ownership and assignment issues; Abandonment issues; and infringement issues are not included in this Agreement, but may be provided by the Attorney at an additional cost to the Client after discussion with the Client at the Attorney’s usual attorney hourly rates plus disbursements and costs paid in advance or at a agreed to fixed fee paid in advance or pursuant to a separate engagement agreement between the Attorney and the Client. Ultimately, the question of whether a matter or issue falls within the scope of Legal Services will be handled with common sense, mutual agreement, mutual respect, and fairness. Attorney, however, retains the final right to determine what services are to be included and what services are to be excluded, at Attorney’s sole discretion, without notice.
4. Limited Legal Services disclaimer. ATTORNEY WILL NOT PROVIDE CLIENT LEGAL SERVICES BEYOND THE LIMITED SERVICES DETAILED IN THE ENGAGEMENT AGREEMENT. SHOULD CLIENT NEED LEGAL ASSISTANCE BEYOND THE LIMITED SERVICES OFFERED BY ATTORNEY IN THE ENGAGEMENT AGREEMENT, CLIENT RETAINS FULL RESPONSIBILITY TO SECURE THE SERVICES IT NEEDS. CLIENT AGREES NOT TO RELY ON ATTORNEY FOR SERVICES OUTSIDE OF THE LIMITED SCOPE OF THIS AGREEMENT, WHICH INCORPORATES THE ENGAGEMENT AGREEMENT BY REFERENCE AS IF FULLY STATED HEREIN.
5. Inherent risk of litigation disclaimer. If you hired Firm for a dispute resolution or litigation-related matter, we will do our part to serve you efficiently and zealously. But the outcome of any matter (especially in litigation) is subject to inherent risks and other factors beyond our control. Therefore, Attorney has not made, and cannot make, any guarantees or promises concerning the outcome of litigation. Put another way, we can agree to fight for you as your team of dedicated advocates, but we are unable to guarantee that we will win the fight. Client acknowledges and assumes the risk inherent in litigation. And that risk includes the possible loss or negative decision by a court or governing body.
6. Duration. The Engagement Agreement details the duration of the Engagement and its effective date. Should the Engagement Agreement fail to include detail regarding the duration of the Engagement, the Engagement will remain effective for a period of 12 months, with time tolling from the execution date, unless the Agreement is terminated by either party or the Agreement runs its course, or all deliverables are performed and finalized by Attorney sooner.
6.1. No obligation upon completion of Agreement. After the Engagement concludes, whether by running its natural course or if terminated by either party, Attorney has no further obligation to advise Client. As such, if there are any current (not considered in this Agreement) or future (arising after execution of this Agreement) developments that may impact Client’s future rights and liabilities, including changes in applicable law or regulation, required updates to corporate documents or other legal deliverables drafted by Attorney (e.g., contracts, etc.) to ensure their continued viability, deadlines or other responsibilities, Client bears the responsibility of ensuring its responsibilities are met by some party other than Attorney. Client may elect to engage Attorney separately to advise on such developments or Client may look elsewhere to satisfy its legal needs, but Attorney bears no continuing obligation to advise Client upon completion of the above-stated duration of this Agreement, upon the termination of this Agreement, or beyond the scope of Legal Services agreed to upon the terms of this Agreement.
7. Type of compensation determined by Attorney. Attorney reserves the right to determine what type of compensation qualifies as fair compensation for legal services. Monetary payment in exchange for services is preferred, but Attorney may at times—and at Attorney’s sole discretion—accept other forms of reasonable compensation (e.g., bartering of certain items or services of value) in exchange for providing legal services authorized by the Florida Bar.
8. Compensation. Client agrees to compensate Attorney for all services rendered on its behalf, including but not limited to expenses and additional fees incurred by Client. The compensation structure for this Agreement is detailed in the Engagement Agreement, and, as applicable, more detail is provided herein.
8.1. Contingency fee arrangement. This section only applies if Attorney has agreed to work with Client on a contingency fee basis and the contingency arrangement is expressly detailed in the signed engagement agreement. If applicable to the Engagement Agreement, and only where expressly agreed to by Attorney in writing, Client agrees that Attorney will undertake this matter on a contingency fee basis. That is, Attorney will only be compensated for Attorney rates and other associated costs and expenses (or fees) if Client obtains a recovery or settlement through negotiated settlement or some other means negotiated or otherwise arranged through Attorney’s efforts. Client payment of contingency fees has no bearing on the amount of time Attorney spent pursuing recovery or settlement on Client’s behalf. The fee is based upon the gross amount recovered and shall include the fair market value of any property which may be recovered. As compensation for Attorney’s services, Client agrees to pay Attorney from the gross proceeds of the negotiated settlement amount/recovery, exclusive of costs and expenses, the following fee: (i) 33-1/3% (or whatever percentage is detailed in the Engagement Agreement) of any recovery up to $1 million; plus (ii) 30% of any portion of the recovery between $1 million and $2 million; plus (iii) 20% of any portion of the recovery exceeding $2 million. Any funds received as a result of resolving this matter will be held by Attorney in a trust account for Client. The funds will be remitted to Client within 3 weeks of receipt by Attorney or as practicable, with all funds due to Attorney discounted from the funds received, including additional deductions of attorney’s fees, costs, and expenses.
8.2. Evergreen Retainer. This section only applies if Attorney and Client agreed to apply a retainer to this engagement as expressly detailed in the signed engagement agreement. If applicable, Client agrees that, before work will commence in this matter on Client’s Legal Services, Client will deposit with Attorney an initial retainer amount as detailed in the Engagement Agreement, which will be deposited in Attorney’s trust account. Attorney will regularly prepare and send Client an invoice for the fees and costs associated with the work Attorneys have completed on Client’s behalf, and Attorney will withdraw funds from your retainer account to pay the amount invoiced. Client understands that this initial retainer may not be sufficient to cover the entire cost of this matter; it is only intended to provide funds sufficient for Attorney to begin work. Whenever the balance in the retainer account falls below the amount listed in the Engagement Agreement or $500.00, Attorney expects Client to refresh the account back to the amount of the initial retainer. If Client fails to refresh the retainer account promptly, Attorney will cease all work not required by law or ethical requirements. Attorney will not provide services while there is insufficient money in the retainer account to cover the cost of the work being done. If the problem is not resolved within 24-hours, Attorney will withdraw from the Engagement Agreement. To keep Client’s account with Attorney current, Client authorizes Attorney to charge the credit card listed in the credit card authorization signed by Client for the full amount necessary to pay a remaining balance owed Attorney and to replenish the retainer amount. If Client feels that there has been an error in billing, Client will bring it to the attention of Attorney within 24-hours of receiving each invoice. Client acknowledges that if Client makes no objections to the invoice, Attorney is to consider that authorization to charge Client’s card. CLIENT WAIVES THE RIGHT OF CHARGEBACK. If the balance in Client’s trust account falls below the agreed-upon retainer amount or $500.00, Client authorizes Attorney to charge Client’s credit card to bring Client’s account into compliance with the Engagement Agreement and Agreement. No additional notice is required from Attorney to Client before charging Client’s card to replenish Client’s trust balance.
9. Form and method of payment. Client agrees to remit payment via LawPay or via an arrangement mutually agreed upon by Client and Attorney.
9.1. Chargebacks prohibited. Client waives any right it may have to request a chargeback through Client’s credit card company, bank or any authorized representative for Legal Services or any other amount paid to Attorney under this Agreement. Client will be responsible for and will indemnify Attorney with respect to any and all chargebacks initiated by Client, or Client’s partners, affiliates, representatives, or associated individuals (which includes, but is not limited to the individual owners of an associated entity that hired Attorney) in relation to this Agreement, the Engagement Agreement, or Attorney’s provision of Legal Services to Client. If Attorney is harmed by Client’s chargeback, including, but not limited to Attorney suffering any financial loss (including the clawback of funds from Attorney’s trust or operating accounts), Attorney expending time to respond or otherwise object to Client’s chargeback, or if Client advances a fraudulent chargeback against Firm, Client agrees to pay Attorney the higher amount of either (i) three (3) times the amount of Client’s unauthorized chargeback or (ii) a $30,000.01 penalty. In addition to the agreed penalty for Client’s initiation of a chargeback against Attorney, Client will also be responsible for any of Attorney’s time spent fighting the chargeback at an hourly rate of $550.00 an hour.
9.2. Client responsible for credit card merchant fees. We strive to make payment as easy on our clients as possible. Payment via check, ACH, bill pay, etc., is an option for all clients, as long as payments are timely received. Should Client pay via credit card, however, as most clients do, Attorney will pass on a charge a 3% convenience fee to the Client. The convenience fee will be added as a line item to the Client’s monthly bill or sent via a separate invoice sent by Attorney directly to the Client.
10. Additional fees and expenses.
10.1. Attorney utilization of Client payments to Attorney. Attorney may utilize Client payments as it sees fit to finalize Client’s legal needs without notice to Client. Attorney, in its discretion, may engage outside parties to assist in the finalization of Client’s legal needs (e.g., lawyers or paralegals working as independent contractors, etc.). Attorney may use funds paid to Attorney to engage outside resources in the completion of legal services for Client, including co-counseling with other law firms. Client waives any right to object to external resources or individuals retained by Attorney to satisfy Client’s legal needs.
10.2. Additional costs and expenses. In addition to Attorney’s hourly, flat fee or contingency fee, Attorney may incur additional charges in the course of providing services to Client under this Agreement. Client agrees to pay all charges in addition to the agreed upon Fees. Attorney will make a concentrated effort to apprise Client of any additional charges before incurring them. Additional costs and expenses may include fees fixed by law or assessed by public agencies, long-distance telephone charges, messenger or other delivery fees, postage, fees to send documents via certified mail with tracking, photocopying or other reproductions costs, travel costs including parking, mileage, transportation, hotel costs, investigation expenses, and consultants’ fees. Client agrees to reimburse Attorney for reasonable costs or expenses that Attorney incurs in accordance with the aforementioned list, the following guidelines and other items that may not be explicitly stated in this Agreement, but that reasonably flow from Attorney’s provision of Legal Services to Client. The kinds of costs and expenses that may incur additional costs include, but are not limited to the following examples:
10.2.1. Computerized legal research. Client will reimburse Attorney the costs expended on any computerized legal research, software (including, but not limited to, PACER fees, Westlaw, or LexisNexis, etc.), or other platform used by Attorney to perform Legal Services for Client. If assessed, these charges will be detailed within Client’s monthly billing statement(s).
10.2.2. Litigation fees and costs. Client will reimburse Attorney for charges incurred by Attorney in advancing Client’s interests in litigation, which includes, but is not limited to court filing fees, costs of hiring experts or other necessary witnesses to testify or opine on Client’s behalf, court reporters, transcripts, or other fees necessary to properly advance Client’s interests. If assessed, these fees will be detailed within Client’s monthly billing statement(s).
10.2.3. Travel. Client agrees to pay transportation, lodging and all other costs of any necessary out-of-town travel or any travel made by Attorney at Client’s request. Client will reimburse Attorney for expenses in connection with out-of-town travel to and from the applicable destination. Client will be responsible for the cost of (a) airfare for travel, (b) car rental, (c) gas, (d) lodging, and (e) any other expenses that may be reasonably expected when traveling. Attorney will make a good faith effort to inform Client before incurring additional travel-related charges.
10.2.4. Consultants and investigators. Attorney may need to hire consultants or investigators to aid in the representation of Client’s matter. Client agrees to pay such charges. Attorney will make a good faith effort to inform Client before incurring additional fees for consultants and investigators.
10.2.5. Sanctions. Should, as a result of Clients’ conduct, or Client’s decision to pursue a zealous argument, Attorney be sanctioned by a Court or other governing body, Client agrees to bear the full costs and timely pay the sanctions amount ordered against Client, Attorney, or both.
10.2.6. Award of attorneys’ fees and costs granted in the Parties’ favor. Should a court or other applicable governing body issue an award of attorneys’ fees, costs, or other amount in the Parties’—Attorney and Client—favor (the “Award”), Client agrees that, upon collection, the full amount of the Award is to be remitted and transferred directly to Attorney for distribution. Upon delivery of the Award, Attorney will return any amount owed to Client to Client after deducting any fees, costs, or expenses due Attorney. Attorney agrees to make a good faith effort to remit any amount owed to Client within 30 days of the Award clearing Attorney’s bank account. Client agrees and acknowledges that, upon collection, Award funds will be remitted directly to Attorney, and that Attorney may be entitled to collect fees at its full rate, while only returning the discounted rate that Client would have been charged to Client, not the full amount.
10.2.7. Installment payment policy. In limited circumstances and at its sole discretion, CORPlaw may permit installment payments. A $150.00 installment payment fee will be charged for each installment payment. For example, if 2 installment payments are necessary to finalize a total balance of $2,000.00, then CORPlaw would charge the Client's credit card, using the details provided in the credit card authorization form, $1,150.00 for the first installment (the $1,000.00 for legal services and $150.00 installment payment fee) and $1,150.00 for the second and final installment (the $1,000.00 for legal services and $150.00 installment payment fee), where, in this example, installment fees totaled $300.00. If a client is permitted 3 installment payments, for example, the total installment fees would total $450.00 in addition to the balance for legal services and so on and so forth. Moreover, even if client is permitted to utilize an installment fee option, CORPlaw will not provide client with finalized deliverables until client's total balance is paid in full (regardless of rush fee payments). CORPlaw will not provide final deliverable(s) until and unless client's balance is paid in full.
10.2.8. Rush fee policy. Usually, our team requires at least 6 business days to turn around most standard projects. In limited circumstances and at its sole discretion, CORPlaw may permit Clients in good standing access to finalized deliverable(s) in exchange for payment of a rush fee. For a deliverable completed at Client's direction within 5 business days (120-hours) from the request time, a $500.00 rush fee is imposed. For a deliverable completed at Client's direction within 2 business days (48-hours) from the request time a $1,000.00 rush fee is imposed. CORPlaw must offer and agree to finalize the deliverable(s) in writing and the Client must accept in writing. The corresponding Rush Fee will be added to the Client's next invoice. Clients are not guaranteed access to CORPlaw or rush fees. Client's are placed on note that CORPlaw's prior ability to produce deliverable(s) quickly--with or without a rush fee--is not a promise of future performance. CORPlaw is a small, rapidly growing team, we do our best to service Client's as quickly as we can, but as a small team, we are limited in our capacity and work on projects in the order they are received.
11. Billing. Attorney will keep track of time expended providing Legal Services to Client in tenth of an hour increments and provide Client with monthly billing statements unless no additional charge is required, Client has already paid in full, or Client otherwise declines monthly invoicing. Attorney, generally, prepares and emails billing statements electronically to clients monthly (via email or via Attorney’s practice management software, which may require Client to create an individual log-in and password to access), with billing cycles usually running from the first of the month through the end of the month. Attorney reserves the right to alter the structure of billing cycles at its discretion. Upon receipt of the billing statement, Client agrees to pay the balance in full within 72-hours of the invoice date. If Client is unable to pay the balance in full, Client’s related business entities (including, but not limited to Client’s parent entity), or Client’s individual owner is (or owners are) responsible for paying Client’s balance owed to Attorney. If Client or its affiliates do not timely pay the balance owed, Attorney may (i) elect to enforce Client’s financial obligation through the legal process, (ii) apply the maximum interest percentage rate permissible by the state of Florida, interest rate to be determined by applicable Florida law at the time of the breach of the Agreement, monthly to the unpaid principal balance, which will accumulate in addition to the principal until paid, and (iii) cease providing services, cease performing any further legal work, or withdraw as counsel, on notice, subject to any necessary approval by the appropriate courts or other tribunals. In certain flat fee arrangements, Client agrees to waive receipt of invoicing statements from Attorney with the understanding that the flat fee amount paid to Attorney has been earned upon receipt in exchange for the delivery of Legal Services.
12. Firm personnel. Client is engaging Corpion Legal Group, P.A. as a whole and not Kristen A. Corpion, Esq. individually. As and when necessary, Attorney may draw upon the talent and knowledge of partners, associates, paralegals, contractors, consultants, or other parties (which may include lawyers outside of Attorney’s firm, freelancers, or independent contractors, etc.) to be selected at Attorney’s sole discretion and without approval or notice to Client to assist in completing Legal Services or other projects relating to the provision of legal services to Client.
13. Attorney availability. Client is hereby placed on notice that Corpion Legal Group, P.A. may not operate from a traditional brick and mortar location, and may, for instance, be operated from a shared co-working space. The Firm is closed on all National holidays. Attorney is generally available during normal business hours 9:00 am through 5:00 pm, Monday through Friday. Client agrees not to contact Attorney during non-business hours, unless Client is experiencing an emergency. Attorney will provide instructions detailing what type of situations constitute an emergency. As a general rule, Client must schedule meetings in advance. Client must provide Attorney sufficient and reasonable notice to schedule in-person meetings or conference calls. Client should never stop-by unexpectedly for in-person meetings. In-person meetings with Attorney are by appointment only, but in-person availability is not guaranteed.
14. Client responsibilities, representations, and warranties.
14.1. Complete and truthful disclosure. Client agrees to be truthful with Attorney, to cooperate, to keep Attorney informed of any information or developments which may come to Client’s attention, to abide by this Agreement, to pay Attorney’s fees on time and to keep Attorney advised of Client’s updated contact information (e.g., the email addresses of Client and Client’s representatives, Client’s physical address, Client’s telephone number, etc.). Client agrees to assist Attorney in providing information and documents necessary for Attorney to represent Client’s interests. Client understands that for Attorney to thoroughly perform legal work and analysis, Client must make an honest attempt to provide all information necessary for Attorney to perform agreed upon services, whether or not that information is specifically requested.
14.2. Satisfying deadlines. Client acknowledges its responsibility to actively and timely inform Attorney of potential legal exposures and risks. Attorney requests at least 7 days written notice in advance of a deadline that Client expects Attorney to satisfy. When Client makes Attorney aware of a deadline that must be met within 7 days of initial notice to Attorney, Attorney will make a good faith effort to satisfy the deadline on Client’s behalf but makes no guarantees that the deadline will be satisfied. Attorney will do everything in its power to ensure Client deadlines are satisfied. However, Attorney may be juggling multiple other assignments or responsibilities and cannot guarantee the satisfaction of deadlines that are not timely conveyed to Attorney. Client bears the responsibility of notifying Attorney of pending deadlines with sufficient time for Attorney to satisfy Client’s request.
14.3. Client availability and response time. Client acknowledges the importance of ongoing communication between Client and Attorney. Client agrees to timely respond to Attorney’s requests for documentation and information needed for Attorney to carry out its function as counsel and that Client personnel be made available to meet with Attorney as necessary. If Attorney does not obtain such cooperation from Client, the quality of Attorney’s representation may suffer, and Attorney may feel constrained to terminate this Agreement. Client takes full responsibility for any unfinished legal work that results from Client’s failure to respond to Attorney’s request, untimely response to time-sensitive correspondence, or other requests made by Attorney.
14.4. Client representations, warranties, acknowledgments, and consents. Client makes the following representation, warranties, acknowledgments, and consents to Attorney:
14.4.1. Client is of sound mind, has the capacity and authority to enter into this Agreement, and has authority to bind the entity listed on page one of the Agreement;
14.4.2. Client, its representatives, and affiliated individuals or entities are engaged in lawful business pursuits;
14.4.3. Client, its owner(s), representatives, and affiliates are not now, nor will they be during pendency of this engagement, intentionally engaged in any fraudulent activity, including, but not limited to, money laundering, unfair trade practices, Ponzi schemes, financial crimes, or any other dishonest or deceptive activities or schemes;
14.4.4. Client, its owner(s), representatives, and affiliates are pursuing business interests and partnerships ethically and morally, such that Attorney will bear no responsibility for any issues whatsoever arising out of Client’s omissions or misdealing with Client’s business relationships (e.g., investors, business partners, etc.);
14.4.5. Client warrants that payments made to Attorney for Legal Services are made with a currency that rightfully belongs to Client, has not been illicitly gained, or is not otherwise encumbered;
14.4.6. Should Client’s deceit, failure to fully disclose pertinent information to Attorney, or other willfully negligent or deceptive activities cause Attorney to be harmed in any way, Client—through its business or other applicable insurance coverage, company assets, or in Client's individual capacity—will indemnify and hold Attorney harmless for any harm or exposure whatsoever Attorney may endure; and should Attorney learn of any deceptive behavior by Client, failure to disclose pertinent information, or other unethical or unlawful behavior, Attorney will immediately cease representation of Client and may, if permitted or required by law, notify appropriate authorities of Client’s behavior.
14.4.7. Client consents to Firm’s capture of photos, images, videos of Client or its representatives at Firm events, business-related events, or in any other professional context. Client understands that all images, photos, video, quotations, captions, reviews, or the like (“Materials”) may be used by Company, without any additional consent or compensation to Client. Client will not receive monetary compensation for Materials captured by Firm. Client authorizes Firm to distribute and reproduce Materials, which may include Client, Client’s representatives, or Owners’ image or likeness. Client agrees that Firm may use Materials for commercial or non-commercial purposes. Client grants Firm permission to upload Materials on social media or the internet, which includes but is not limited to Facebook, Twitter, Instagram, LinkedIn, the CORPlaw website (www.CORPlaw.us). Should Client provide Firm a review, Client authorizes Firm to copy, transfer, and distribute Client’s review in other mediums and publications.
15. Matters outside the scope of Legal Services or Attorney’s skillset. Whether Legal Services are within Attorney’s skillset is a decision to be made at Attorney’s sole discretion. Attorney may oversee or work closely with external counsel or specialists retained to perform services for Client. Attorney may, where possible and necessary, provide Client with a referral to external service providers concerning matters beyond Attorney’s expertise. Any referrals made by Attorney are not guarantees on quality or work-product. Client is responsible for independently ensuring the competency of any individual or organization hired to services its need. Client acknowledges that Corpion Legal Group, P.A. bears no responsibility for work of attorneys, law firms, or other external service provided referred by Attorney to Client.
16. Conflicts of interest. Attorney is bound by ethical obligations regarding conflicts of interest that may require Attorney to decline to provide advice, consultation, or representation on certain matters which would otherwise be considered Legal Services or General Counsel Services.
17. Dispute resolution. In the event of any dispute between Attorney and Client arising from this Agreement or otherwise, the parties agree first to make a good faith effort to resolve the dispute through in-person negotiation at a mutually agreeable venue. The parties agree to make a good faith effort to schedule an in-person negotiation to take place within 14 business days of either party’s written request for negotiation served upon the other party in writing. If the parties’ efforts to resolve the dispute fails and the parties proceed to litigation, the prevailing party will be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees, expert witness fees, paralegal charges and other charges, irrespective of whether the Attorney represents itself or hires other attorneys to represent Attorney.
18. Forum selection. This Agreement will be interpreted and construed by the laws of the State of Florida without regard to its principles on conflicts of laws. The parties agree that any disputes, controversies, or claims between Client and Attorney related to or arising out of this Agreement will be submitted to the appropriate court situated in Miami-Dade County, Florida, or submitted to a mutually agreed upon alternative dispute resolution service provider based in South Florida.
19. Termination, discharge, or withdrawal. Attorney and Client mutually agree to make a good faith effort to provide the other Party with at least 30-day notice before terminating this agreement. When Attorney’s services conclude, all unpaid charges will immediately become due and payable. Termination of this Agreement will not relieve Client of the obligation to pay for all services rendered and costs or expenses paid or incurred on Client’s behalf under this Agreement prior to the date of such termination. Any fees previously paid by Client to Attorney are not refundable.
19.1. Termination or withdrawal by Attorney. Attorney agrees to make a good faith effort to provide Client with at least 30-day notice before terminating this Agreement or withdrawing, with the following notable exceptions. Attorney may immediately discontinue Legal Services if Client fails to pay bills promptly or some misconduct should arise on the part of the Client that Attorney deems to impair the attorney-client relationship. Attorney may also withdraw with Client’s consent or for good cause. Good cause includes Client’s breach of this Agreement, refusal to cooperate or to follow Attorney’s advice on a material matter, or any fact or circumstance that would render Attorney’s continuing representation as unlawful or unethical. If Attorney terminates the Agreement for good cause, Client remains obligated to pay all outstanding balances. Client agrees to take all steps necessary to free Attorney of any obligation to perform further, including the execution of any documents required to perfect Attorney’s withdrawal. If permission for withdrawal is required by a court, Attorney will promptly apply for such permission and Client agrees to engage successor counsel to represent Client’s interests.
19.2. Termination or discharge by Client. Client agrees to make a good faith effort to provide Attorney with at least 30-day notice before terminating this Agreement. By signing below, Client agrees that, if it seeks to terminate or discharge the attorney-client relationship, Client will provide written notice within a reasonable time frame for Attorney to cease providing Legal Services.
20. Privacy and digital security disclosure. In the course of providing Legal Services, Attorney may receive nonpublic personal information about Client. Attorney will hold such information in strict confidence and such information will not be intentionally disseminated to any person or entity outside Corpion Legal Group, P.A. without Client’s consent, unless such disclosure is warranted to justifiably advance Client’s legal interests or is required, despite attorney-client privilege, under applicable law, or in the event of unexpected or unpreventable dissemination of private Client documents as the result of a data breach. Attorney may store some or all of Client’s files on a variety of digital platforms, including third-party cloud-based servers (which include, but are not limited to, Box.com, ClioGrow, LawMatics, ClioManage, Zoom, Otter.ai, Microsoft Office Suite, etc.). Client is also put on notice that appointment (including, but not limited to, phone calls, digital conference calls, or in-person meetings) with Attorney may, at times, be recorded or transcribed, which includes but is not limited to recording features in conferencing software (e.g., Zoom). Although Attorney makes a good faith effort to ensure hardware, servers, recordings, transcriptions, notes, and software are secure, there is still a risk that Client’s confidential or privileged information may be disclosed through an unanticipated data breach. By signing this Agreement, Client consents to Attorney’s use of such software, storage services, that meetings may be recorded, and consents to any associated risks.
21. Attorney-Client Privilege. Information Attorney receives from Client in the Scope of Attorney’s provision of Legal Services is, generally, subject to the attorney-client privilege (“Privilege”). Client is placed on notice that this Privilege does not extend beyond Attorney, Attorney’s agents, and Client. Should Client share privileged or confidential information with third-parties, Client may lose the benefit of the Privilege. Client should avoid copying third party’s on emails between Attorney and Client or any other inclusion of third-party on Privileged communications. Should Client inject third parties into its communications with Attorney, Client will bear the risk of its actions and waives any right to seek relief against Attorney. Also, to the extent Client give Attorney permission or otherwise requests that Attorney inject third-parties into communications that would otherwise be privileged, Client bears all associated risks and waives any right to seek relief against Attorney as a result of loss of the privilege that may result as a result of Attorney satisfying Client’s request. Attorney will do all it can to protect Client documents and information within the bounds of the law. However, Client is placed on notice that Attorney may be under an independent ethical duty to reveal privileged information if it involves (a) the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) the intent to commit a crime, or (c) if Attorney is required to disclose the information by law or court order.
22. Disclaimers and disclosures.
22.1. No guarantee by Attorney. Client acknowledges that Attorney has made no guarantees or warranties in the disposition or outcome of any phase of this matter or matters upon which Attorney has been retained. Nor will Attorney ever make such promises or guarantees. Attorney cannot and does not guarantee any specific outcome or result. Attorney’s comments about the outcome of matters are expressions of opinion only. Client acknowledges that all expressions that are made or have been made by Attorney to Client are opinions only.
22.2. Corpion Legal Group. Mrs. Kristen A. Corpion, Esq. owns and operates Corpion Legal Group, P.A. as its sole member and Founder. Corpion Legal Group, P.A. may elect to do business as a different company name, including, but not limited to, CORPlaw. By signing this Agreement, Client acknowledges that Corpion Legal Group, P.A. may at times be run as a solo practice, with only one attorney, or may grow to include additional partners, associates, staff, or contractors and may do business as a different name. Client acknowledges that Attorney has made no improper marketing representations to Client, including but not limited to representations about the size of Corpion Legal Group, P.A. Client acknowledges that it seeks to engage Attorney no matter the internal business organization—one attorney or multiple attorneys, employees, or outside contractors—of Corpion Legal Group, P.A. and no matter the company name. Client acknowledges that the term “Group” as used within the name Corpion Legal Group, P.A. has not been used to mislead Client about the size or abilities offered by Attorney and Corpion Legal Group, P.A.
22.3. Updating and maintaining Client documents is Client’s responsibility. Client acknowledges that legal documents (e.g., contracts, legal opinions, etc.) are, for the most part, living documents that require continuous review and updating to ensure continued validity and viability. The rule of law may change over time, and the factual circumstances underlying the documents may also change. Attorney prepares Client documents based on information within Attorney’s possession at the time of drafting and finalization of Client’s documents. To the extent factual or legal circumstances change upon finalization of a Client document, Client acknowledges its obligation to keep said document up to date. Attorney bears no continuing obligation to update Client’s legal documents beyond the scope and terms of this Agreement.
22.4. Individual rights. Individual Attorney may engage in external business pursuits, which may include the creation of technology companies, start-ups, or other entrepreneurial endeavors. Attorney makes no representation or promises that Attorney will forego any business opportunities in consideration of Client, unless otherwise required to by rules governing the legal profession. Client acknowledges and accepts that individuals who work or have worked for Corpion Legal Group, P.A. may—where permitted—pursue individual business interests. Client retains no rights or interest in the creations or business efforts of Attorney in Attorney’s pursuits outside Corpion Legal Group, P.A.
22.5. Client bears full obligation for any corresponding tax obligation. In connection with this Agreement and the provision of Services, Attorney may properly receive and take tax-related directions and instructions from and perform Services as directed or requested by or discussed with, Client’s and Client’s officers, managers, agents or representatives. Attorney will not be advising Client on any tax matters. Client bears full responsibility for and should consult with and collaborate with Client’s C.P.A. (accountants, tax advisors and/or auditors, etc.) to understand Client’s tax liabilities and responsibilities. No matter the context—tax implications of a legal settlement, business transaction, or resulting from corporate documents prepared by Attorney—Client alone bears full responsibility for the tax consequences resulting from Attorney’s provision of Services. Client agrees to indemnify and hold Attorney harmless for any tax-related liabilities Client may bear as a result of Attorney’s provision of legal Services on Client’s behalf.
22.6. Client bears full obligation for any corresponding securities obligations. In connection with this Agreement and the provision of Services, Attorney may properly receive and take securities-related directions and instructions from and perform Services as directed or requested by or discussed with, Client’s and Client’s officers, managers, agents or representatives. Attorney will not be advising Client on any securities matters. Client bears full responsibility for and should consult with and collaborate with a securities expert to understand Client’s securities-related liabilities and responsibilities. No matter the context, Client alone bears full responsibility for the securities consequences resulting from Attorney’s provision of Services. Attorney will not advise Client on any federal or state securities matters. If the matter or Services for which Attorney is being engaged involves the preparation of information and/or disclosure (including “risk factors”) schedules, exhibits or documents regarding Client or Client’s company (and/or, among other things, its business, affiliates, management, operations, contracts, intellectual property, plans, results of operations, financial condition and/or prospects), Client and Client’s management personnel will solely be responsible for preparing and verifying, as to accuracy and completeness, all such schedules, exhibits and documents. If Client or any other entity formed in connection with this Agreement affiliates or merges with, acquires or is acquired by another entity which is a client of the Firm, Client shall provide Attorney with sufficient notice to permit Attorney to withdraw as Client’s counsel if Attorney determines that such affiliation or acquisition creates an irreconcilable conflict of interest between any of our other clients and the other party to such affiliation, merger, acquisition or consolidation, or if we determine that it is not in the best interests of the Firm to represent the new or surviving entity. Client agrees to indemnify and hold Attorney harmless for any securities-related liabilities Client may bear as a result of Attorney’s provision of legal Services on Client’s behalf.
22.7. Bar admissions disclosure and related advice. Attorneys are admitted to practice law in the State of Florida and will not provide, unless explicitly agreed to in writing, substantive legal advice or assistance, or opining, with respect to the laws, rules or regulations of any other State (including the States of Delaware or New York), Country or jurisdiction (together, “Other Laws”), or documents, instruments and/or agreements that are or may be governed by such Other Laws. Insofar as a matter or legal Services which are the subject of this Agreement or our representation or services in connection therewith involves or includes consideration of, compliance with or documents, instruments and/or agreements arising under or governed by Other Laws, Client acknowledges that Attorneys are not experts in such laws, rules and regulations and Client agrees to look solely to other counsel admitted to practice in such states, countries or jurisdictions and/or otherwise expert in such Other Laws.
23. Entire agreement. This Agreement contains the entire agreement of the parties. No other agreement, statement, oral or written communication (emails, phone calls, etc.), or promise made on or before the effective date of this Agreement will be binding on the Parties.
24. Modification. This Agreement, as well as any documents incorporated by reference herein, contains all terms and conditions relating to this matter. Amendment or modification of this Agreement must be in writing. This Agreement is binding upon and will inure to the benefits of both Attorney and Client’s respective successors, representatives, and assigns.
25. Waiver. Failure of Attorney to insist on strict compliance with any of the terms, covenants, and conditions of this Agreement will not be deemed a waiver by Attorney of such terms, covenants, and conditions, or of any similar right or power hereunder.
26. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument. The parties agree that signatures transmitted electronically, whether sent via facsimile or emailed as attached files (e.g., PDF), will be acceptable to bind the parties and will not in any way affect this Agreement’s validity.
27. Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
28. Death or Dissolution. In the event of Attorney’s death during the term of this Agreement, all sums that are then payable become payable for Legal Services rendered before death. Attorney’s fees will be paid to Mrs. Kristen A. Corpion’s personal representative in accordance with this Agreement as though Attorney were still alive.
29. Force Majeure. Attorney will not be liable for delay or failure in performance resulting from acts beyond the control of Attorney, including, but not limited to, power failures, hurricanes or inclement weather, traffic, banking delays, governmental shutdowns, pandemics, or other unexpected acts of nature. Attorney’s performance in such circumstances will be suspended for the period of delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from the balance of the Agreement. Attorney will be excused from performing the severed terms based on frustration. Attorney bears no responsibility for suspension, severance, or other delay of material provisions to this Agreement, which result from the types of unexpected acts detailed herein.