Engagement Terms & Conditions
Introduction
Intellectual Strategies (the “Firm” or "we") and the Client (or "you") agree to the following Engagement Terms & Conditions ("Engagement Terms").
The Firm updates these Engagement Terms from time to time, and such updates govern all new and ongoing matters. Your engagement and use of our services is evidence of your agreement to these Engagement Terms, including all updates. Please check these Engagement Terms regularly.
Scope of Engagement
This section describes the scope of our attorney-client relationship.
The scope of this engagement includes general legal matters agreed to by the Client and the Firm, as set forth in a separate signed engagement letter (or authorized email) or as understood from the Client’s payment toward an applicable estimate, quote, retainer invoice, or similar documentation of mutual agreement. Upon mutual agreement, the Client’s representation may be expanded to include other related services. The Client is the only party represented by the Firm under this engagement. Other companies, individuals (including officers and employees, if any), and entities, even if related to or affiliated with the Client, are excluded from this engagement.
Billing Policies and Procedures
We aim to be transparent with all our billing processes for professional fees and expenses.
The fees the Firm bills to its clients are established according to criteria for reasonableness, including time, difficulty, skill, actual results, and urgency. The fees depend on hourly rates and/or fixed fees, which are assessed from time to time, and adjustments made during the engagement are applied to the Client’s open matters. If the scope of representation changes, the Firm may require the Client to make advance payments or deposit retainers of the estimated fees, costs and/or charges, in amounts to be determined by the Firm.
ALL FEES ARE EARNED UPON PAYMENT. The Firm can apply any advance payment/fee advance/retainer to satisfy any fees/costs owed by the Client for any open or completed matter. In addition to typical fees/costs, the Client agrees that the Firm may, at its discretion, charge additional client management fees to the Client for work performed and/or costs incurred resulting from the Client’s failure to communicate with the Firm, including actions by the Firm to try to communicate with, maintain funds for, and/or terminate the attorney-client relationship (e.g., with a nonresponsive client), and other similar actions. All retainers and fee advances are considered ‘general retainers’ earned upon receipt, based on availability for contemplated representation and may be, but are not required to be, held in trust or escrow until invoiced.
The Firm may incur various costs and assess other charges (“Expenses”) in providing services to the Client. These Expenses may include fees for court filings, service fees for legal service providers, filing fees for the USPTO and foreign patent offices, fees charged by foreign associates, fees charged by third party consultants, costs of office services, and other expenses. THE CLIENT AGREES TO PAY ALL EXPENSES IN ADVANCE. The Client also agrees that the Firm may, at the Firm’s discretion, arrange for the Client to be billed directly by third parties for any such Expenses, in which case the Client agrees to make prompt, direct payments to the third parties.
For any services rendered or Expenses incurred by the Firm, the Client agrees to pay the full amount (or an estimated amount) IN ADVANCE of the date services are commenced (“Payment Due Date”). ANY BALANCE OWED AFTER THE PAYMENT DUE DATE SHALL BE CONSIDERED AN EXTENSION OF CREDIT TO THE CLIENT, AND THE CLIENT: (a) AUTHORIZES THE FIRM TO REQUEST A CREDIT REPORT FOR THE CLIENT AND/OR ITS PRINCIPALS, (b) AGREES TO PAY AN ADMINISTRATIVE PROCESSING FEE OF $250.00 OR 10% OF THE OUTSTANDING BALANCE, WHICHEVER IS GREATER, AS CONSIDERATION FOR THE EXTENSION OF CREDIT, (c) AGREES TO PAY REASONABLE DAILY INTEREST CHARGES OF UP TO 1.50% PER MONTH (COMPOUNDED MONTHLY) FOR ANY BALANCE DUE AFTER THE PAYMENT DUE DATE, AND (d) AGREES TO PAY A SURCHARGE OF ACTUAL COSTS PLUS 43%, OR THE HIGHEST RATE ALLOWABLE BY LAW, FOR ANY COLLECTION EFFORTS.
Additionally, as part of the consideration for the legal services provided by the Firm, and in addition to any fees and expenses payable hereunder, THE CLIENT AGREES TO GRANT AND HEREBY GRANTS TO THE FIRM A SECURITY INTEREST IN ALL WORK PRODUCT AND (A) ANY REAL, PERSONAL, OR INTANGIBLE PROPERTY THAT IS THE SUBJECT OF OR CONNECTED WITH THE WORK PERFORMED BY THE FIRM FOR THE CLIENT, INCLUDING BUT NOT LIMITED TO, INTELLECTUAL PROPERTY ASSETS SUCH AS ALL PENDING PATENT AND TRADEMARK APPLICATIONS, ISSUED PATENTS, AND REGISTERED TRADEMARKS, CREATED, DEVELOPED, OR OTHERWISE COMING INTO EXISTENCE, MANAGED, OR MAINTAINED AS A RESULT OF THE LEGAL SERVICES PROVIDED BY THE FIRM, (B) ANY FUNDS HELD BY THE FIRM FOR THE CLIENT, INCLUDING ANY AMOUNTS PAID AS A RETAINER, AND (C) ANY SETTLEMENT, VERDICT, REPORT, DECISION, OR JUDGMENT IN THE CLIENT’S FAVOR IN ANY MATTER OR ACTION IN WHICH THE ATTORNEY ASSISTED, INCLUDING ANY PROCEEDS DERIVED FROM THE MATTER OR ACTION, WHETHER OR NOT THE ATTORNEY IS EMPLOYED BY THE CLIENT AT THE TIME THE SETTLEMENT, VERDICT, REPORT, DECISION, OR JUDGMENT IS OBTAINED. THIS GRANT IS INTENDED TO BE CUMULATIVE WITH ANY RIGHTS TO LIENS GRANTED BY STATUTE, LIENS ORIGINATING IN COMMON LAW AND LIENS ACQUIRED BY CONTRACT WITH THE CLIENT. This security interest is granted as collateral to secure the payment of all fees, costs, and disbursements incurred by the Firm in connection with the provision of services to the Client. The Firm shall have the rights and remedies of a secured party under the Uniform Commercial Code, as adopted in the registration and/or headquarter state of the Client, as may be amended from time to time, and any other applicable laws. The Client agrees to execute and deliver such documents and take such other actions as may be necessary or desirable to perfect the Firm’s security interest in such work product and intellectual property assets. These terms of grant and agreement to execute documents shall survive termination of this engagement for so long as payments are due to the Firm and are in addition to any other statutory or common law rights available to the Firm. Nothing in this security interest shall prevent the client from accessing their physical or electronic files, or other work product upon termination of this engagement.
The Firm reserves the right to withdraw as the Client’s counsel in any or all matters of the Client if any invoice is not paid by the Client in a timely manner. The Client acknowledges that the total of fees and Expenses may be substantial and cannot always be determined in advance. Therefore, the Firm requests that the Client notify the responsible attorney within five (5) calendar days of the date the invoice is mailed, if the Client has any objection to, or question about, any invoice.
Minimum Retainer for Disputes and Unpredictable Matters
We require minimum ongoing retainers for work that is unpredictable.
If the Client engages the Firm for matters that are inherently unpredictable, such as initiating or resolving disputes, the Client agrees to maintain minimum retainers for all ongoing work on these matters. Matters that are inherently unpredictable include, but are not limited to, mediation, arbitration, and litigation, inclusive of pre- and post-work performed in relation to such matters. For these types of unpredictable matters, the Firm uses three tiers of retainers:
• Initial Retainer: this is the amount required to begin representation.
• Evergreen Retainer: this is the amount the Client agrees to maintain with the Firm and replenish each billing cycle. The Evergreen Retainer is typically the greater of either $10,000.00 or 50% of the Initial Retainer.
• Minimum Reserve Requirement: this is the minimum amount the Client must maintain with the Firm at all times. If, at any time, the Client funds do not meet this minimum amount, then the Client agrees to immediately replenish to the Evergreen Retainer amount. The Minimum Reserve Requirement is typically the greater of either $5,000.00 or 25% of the Initial Retainer.
Upon payment of the Initial Retainer, the Client agrees to adhere to the requirements related to the Evergreen Retainer and the Minimum Reserve Requirement. The Firm, in its sole discretion, may establish other retainer tiers and/or higher or lower amounts for these retainers, on a case-by-case basis, whether before or after the Firm has commenced work on a matter, in accordance with the Firm’s ongoing assessment of the magnitude, complexity, urgency, or other factors related to the matter and the Client.
General Responsibilities of the Firm and the Client
We must be able to contact you for ongoing representation.
The Firm will keep the Client apprised of material developments to perform the scope of services and will consult with the Client to ensure the timely, effective, and efficient completion of the work. The Client agrees to RECEIVE EMAIL COMMUNICATIONS and MAINTAIN CURRENT CONTACT INFORMATION FOR USE IN ALL OFFICIAL MATTERS. FAILURE BY THE CLIENT TO MAINTAIN CURRENT CONTACT INFORMATION, OR FAILURE TO PROVIDE COMPLETE AND TIMELY INSTRUCTIONS TO THE FIRM, MAY RESULT IN A COMPLETE LOSS OF RIGHTS. The Firm will not perform work without specific instructions for each matter, unless the Client provides beforehand a general instruction in writing and maintains a sufficient retainer to perform such work and incur related costs.
Payments
We have several options for you to submit a payment.
The Client may use any of the following methods for payments to the Firm: (a) application of funds held in the Firm’s trust account for prepayment of fees, (b) ACH transfer or other automated deduction from the Client’s designated account, (c) paper check (subject to an applicable verification period), or (d) credit card, provided that the manual or electronic or automated submission of credit card information to the Firm, or its designated payment processor, serves as an agreement by the Client to pay the entire amount due and authorizes the Firm to charge the Client’s designated payment method for the payment amount. Payments made by credit card and wire transfers are subject to an administrative convenience fee of $25.00 or 3.5% of the payment amount, whichever is greater.
Once services are engaged, the Client recognizes they are contractually bound to the Firm for the entire fee. Any payment made by or on behalf of the Client through the use of a debit card, credit card, or other electronic means cannot be revoked or reversed in any manner by the Client. In the event the Client or its payment processor puts a ‘stop payment’ on any payment, the Firm may charge the client the greater of $50.00 or the hourly rate(s) of any administrative staff or attorney who is required to research and resolve such issue.
Should the Client desire to pay fees or Expenses through a credit card or other payment method provided by a friend or family member, the authorized cardholder agrees to the applicable billing policies and procedures, payments, and other terms herein, with the further understanding that the cardholder authorizing payment is not entitled to any attorney-client relationship and is not automatically entitled to any confidential communications without additional authorizations by Client. Any disclosure of confidential information to the cardholder must be subject to review by the Firm to protect the Client’s right to expect full confidentiality and attorney-client privilege.
Discounted Fees
We don’t discount our fees very often. At certain stages of representation, the Firm may discount fees to the Client. Discounted fees often relate to work performed to meet statutory or regulatory requirements, or in anticipation of future benefit to the Client, but are discounted to meet present budget demands of the Client. The Client understands and agrees that discounted fees may be accounted for in future stages of work. The Client also agrees that the Firm may collect discounted portions of any fees at a later date, if the Client terminates engagement with the Firm while maintaining the benefit of the discounted work already performed by the Firm.
Third Party and Foreign Engagement
We have a collaborative practice and engage experts when it benefits our clients.
The Firm is engaged in matters which are legally and technically complex. The expertise required to attend to the legal matters for which the Firm is engaged may benefit from the assistance of third parties who are not directly employed by the Firm. The Client agrees that the Firm may engage the services of third parties, including domestic and foreign counsel (i.e., attorneys or agents), for legal and/or technical assistance in the representation of the Client. The Client shall have an independent relationship with the other counsel (i.e., separate from this Firm’s representation of the Client). The Client shall be fully responsible for direct payment of the third party’s fees, costs and charges, even though the Client might have no direct communication or coordination with the third party.
Conflicts of Interest
Help us watch out for potential conflicts of interests with other clients and parties.
The Firm has expertise from representation of various clients, some of whom may focus on the same or similar business areas. While some matters do not involve an adverse party, other matters potentially could present a conflict of interest now or in the future. It is possible that work performed for one client potentially may impact work performed for another client where the Firm cannot identify beforehand such a conflict. If a conflict arises between two or more clients, then the Firm will either seek further permission to proceed or will withdraw from representing one or both clients in the affected matters. Depending on the nature of the conflict, the Firm may not be able to specify the reason for withdrawal. If a dispute arises and persists between two or more current clients of the Firm, the Firm will not represent either client in that dispute, unless both parties consent in writing to joint representation. If a current client of the Firm proposes to enter into a business transaction with another current or former client, the Firm will represent a current client adversely to another current or former client in that transaction only as permitted by the applicable laws and rules governing attorney conduct. If the Client is presently aware of any parties with whom the Client expects to be directly adverse in the near future, please notify the Firm so that the Firm can evaluate potential conflicts of interest.
The Firm will not use any of the Client’s confidential information on behalf of any other client and will, where practical, limit internal disclosure of a client’s confidential information.
No Guaranteed Outcomes or Results
Given the nature of legal issues, we can’t guarantee results for any clients.
The Client understands that legal matters are inherently unpredictable due to changing laws and regulations, governmental involvement, and numerous other factors. The Client acknowledges that the Firm DOES NOT AND CANNOT GIVE ANY ASSURANCE, GUARANTEE, OR WARRANTY REGARDING SPECIFIC PERFORMANCE, RESULTS, OR OUTCOMES from this representation and that the Client’s decision to retain the Firm is not based upon any representation by the Firm, or belief on the Client’s part, that any particular outcome will or will not result.
Worker Solicitation and Buy-Out
Our team works very closely with clients. If your team grows to the point where you want to bring one of our team members onto your team, please talk with us openly about your plans, so we can help design a win-win-win solution for everyone involved.
The Firm puts great effort and expense into hiring, training, and managing its employees, contractors, and other service providers (“Firm Service Providers”) in order to provide legal services to the Client. The Client agrees it will not solicit, induce, incentivize, or otherwise influence any Firm Service Provider to terminate or diminish his, her, or its service relationship the Firm during the Client’s engagement with the Firm and for six (6) months thereafter.
Notwithstanding the foregoing, the Firm understands and expects the Client will establish a favorable working relationship with the Firm Service Providers. In the event the Client desires to separately hire or engage a Firm Service Provider as a W-2, 1099, or other form of worker outside of the Firm Service Provider’s working relationship with the Firm, starting anytime during the Client’s engagement with the Firm and for six (6) months thereafter, the Client agrees to (a) obtain the Firm’s written acknowledgement prior to such engagement, (b) be fully paid up and in good standing with the Firm, and (c) agree, prior to such engagement, to pay a talent recruiting fee (“Talent Fee”) to the Firm, and (d) pay the Talent Fee to the Firm within thirty (30) days of the Firm Service Providers change in engagement with the Firm (subject to any additional 12-month true-up payment for any compensation value which would have increased the Talent Fee). The Talent Fee shall be the greater of $10,000.00 or 30% of the total compensation value accepted by the Firm Service Provider from the Client for the first 12 months of service to the Client (or, if less than 12 months, then annualized for 12 months). In the event the Client fails to comply with these obligations, the Client agrees to pay liquidated damages to the Firm in the amount of $25,000.00, in addition to any other rights of the Firm under this Agreement.
Fact of Representation Not Confidential
The Client agrees the Firm may publicly disclose that the Firm represents the Client. Typically, for formal court proceedings, the courts or tribunals make such relationships public. Similarly, for patent and trademark matters, the USPTO also makes such relationships public.
Termination
The Client may, at any time and for any reason, terminate this engagement, either entirely or for a particular matter or matters handled by the Firm. The Firm also may do so. If the relationship ends before the work is completed, the Client will remain responsible for paying all fees, costs and charges incurred prior to termination or any fees, costs and charges incurred thereafter to transfer representation or protect the Client’s interests.
Agreement for Binding Arbitration
The Firm does not anticipate any disagreement with the Client about the quality, cost, or appropriateness of the Firm’s services. If such a concern arises, please notify the Firm immediately so that the Firm can attempt to resolve any disagreement in a fair and amicable manner. If it is not possible to resolve a disagreement ourselves, then the Firm and the Client hereby agree that all disputes or claims of any nature whatsoever, including but not limited to those relating to fees, costs, charges, the quality or appropriateness of the Firm’s services, and claims of malpractice or breaches of fiduciary or non-fiduciary duties, shall be resolved by confidential binding arbitration according to applicable laws of the State of Utah.
Severability
If any section of this agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this agreement shall continue in effect.
General Terms
The Client may consult with other legal counsel about these Engagement Terms before entering into any agreement with the Firm, and the Client agrees that it is voluntarily engaging the Firm. These Engagement Terms constitute the complete and entire agreement between the Client and the Firm relating to the engagement of the Firm for legal services—there are no other agreements, inducements, promises, representations, or understandings, oral or otherwise—except for any non-conflicting terms set forth in an applicable estimate, quote, or retainer invoice provided by the Firm. This agreement may be assigned by the Firm. This agreement is governed by the laws of the State of Utah.
Contact Us
You may submit questions or comments regarding these Engagement Terms to us by mail or email at:
Intellectual Strategies
By mail:
1371 N 1075 W, Suite 6
Farmington, Utah 84025
By email: