Representation (Engagement) Agreement to Establish Attorney/Client Relationship
On behalf of Miller IP Law LLC (the “Firm”), we are pleased to have the opportunity to assist you with intellectual property legal services.
This General Terms document describes the general terms governing our attorney-client relationship. The General Terms document will exist in conjunction with the Project Invoice describing the services being provided. Together, the General Terms document and the Project Invoice constitute a Representation Agreement.
Acceptance & Execution
There is no need to sign or return this Representation Agreement. Instead, this Representation Agreement will execute and be in effect when you deposit funds for legal services with the Firm or fill out a patent or trademark invention information guide form, which will confirm your acceptance of the representation terms described herein.
We would be happy to assist with you with our intellectual property services that you determine best suit your needs. We will create new projects for each intellectual property service you request and will typically send you information and terms specific for those services at that time. The general representation terms specified when a new project is created for a requested service will govern.
As your attorneys, we will keep the matters we discuss in confidence. It is important that you maintain our communications in confidence as well to preserve the attorney-client privilege. The attorney-client privilege may be asserted in court proceedings to restrict our communications from being introduced as evidence, with certain exceptions.
Copyright Ownership of Materials
The Firm maintains the copyrights to any non-proprietary and non-confidential information included in any documents prepared for or provided to you. This includes, but is not limited to:
- templated documents and sections in documents;
- boilerplate documents and sections in documents; and
- formats, designs, layouts, organizations of documents and sections in documents.
The Firm will submit invoices to you when a project is close to being completed or on a periodic basis. The invoices will reflect our legal fees for services rendered on your behalf, costs incurred on your behalf, and disbursements made on your behalf. Payments will be applied to outstanding invoices in chronological order.
Hourly Matters and Legal Retainer
For hourly matters, including but not limited to litigation, enforcement, and defense, a legal retainer as mutually agreed upon by the client and the law firm is required before any attorney at Miller IP Law engages in any legal work. The law firm's hourly rate will be applied against the retainer for work performed by the law firm. When 80% of the retainer has been spent, the law firm will inform the client that 80% of the retainer has been spent. At this point, the client must either:
Replenish the Retainer: The client may choose to replenish the retainer with additional funds at an amount mutually agreed to by the law firm and the client. Upon receipt of the replenished retainer, the law firm will resume work.
Remaining Work and Cease of Legal Work: The law firm will indicate the amount of work that can be completed with the remaining 20% of funds. Upon completion of this work, all legal work will cease unless the retainer is replenished.
As the client has been given notice that the retainer fund has only 20% remaining, if the client does not replenish the retainer fund, the client agrees that adequate notice has been given to allow the client to seek alternative representation or pursue the matter pro se.
Hourly Billing Services
For services provided on an hourly billing basis, the legal fees will depend on the time involved to provide services to you and the billing rate of the attorney providing them. Our time spent on emails and phone calls will be billed for hourly billing projects. Typical hourly billing projects include legal research, counseling, litigation, and contract drafting matters.
Flat Fee Services
For services provided on a flat fee basis, the base flat fee for that service includes all anticipated costs for a standard complexity project. Upon request, we can increase the complexity of a project beyond the base flat fee with corresponding fee increases. Most of our current flat fees are posted on our website and information about a flat fee for a given service is available upon request.
Upon payment of the flat fee, the Firm will initiate working on your matter/task/project. If a refund is requested, the refund will be the flat fee minus the Firm's hourly rate for the work done for the matter/task/project and any fees associated with the matter/task/project that have already been incurred.
Advance Deposit Funds
To begin work on a project, the Firm requires an advance deposit of funds to cover anticipated legal fees and third-party expenses. Advance deposit funds will be held in the Firm’s trust account on your behalf until legal fees are actually earned or until the funds are disbursed to pay for government or third-party fees.
The amount of funds to be deposited in advance depends on the type of project. The advance deposit required may be the full flat fee, one-half of a flat fee, the hourly billing fees estimated to apply in a given month, or an amount indicated in an Advance Payment Invoice.
If this Representation Agreement is executed on behalf of a business entity, you agree to be personally responsible for paying the legal fees incurred by the business entity in the event the business entity fails to pay the legal fees incurred. If other individuals should share personal responsibility for the business entity’s legal fees, please provide the names of the other individuals who shall be personally responsible for paying the business entity’s debt to the firm.
Draft Review/Approval Timeframe and Penalty
The Firm strives to provide a timely draft of any agreement, document, application, or response associated with a matter we are working on for you. Timely review and feedback or approval is likewise expected from you. Upon the Firm sending you any agreement, document, application, or response associated with a matter the Firm has been engaged to work on for you, you will have 14 calendar days from the time the Firm sends you the agreement, document, application, or response. If at the expiration of the 14 calendar days, no feedback or approval has been received, the matter will automatically be put on indefinite pause if or until feedback or approval for filing is received. Once a matter is put on pause, there is an unpause fee of $500 before additional work or filings are done. The unpause fee covers time spent docketing the matter, following up with you, reassigning the matter if the drafting attorney is unavailable, and additional time spent reviewing and coming back up to speed on the matter. Additionally, at the expiration of the 14 calendar days the filing fees (if any) that are included in a flat fee paid for a matter will be applied to the time spent by paralegals, secretaries, attorneys, and other individuals at the Firm managing your matter and the filing fees will not be refunded. Any request for refund of the filing fees must be made in writing to the Firm prior to the expiration of the 14 calendar days. The unpause fee and application of any filing fees may be waived at the Firm's sole discretion.
If invoice payments are not paid on time, it is the Firm’s practice to refrain from performing nonessential services, to require advance payment of all disbursements, and possibly to require advance payment in full for services, depending on the circumstances. For balances that are not paid in full within 30 days of being due, interest will be imposed on and added to the outstanding balance. The interest rate will be 9% per annum and the amount of interest will be calculated from the date payment was due.
In addition to payments by cash or check, the Firm accepts electronic payments by credit card, Apple Pay, Stripe, or ACH transfer. Electronic payments are subject to a non-refundable 3% processing fee.
Electronic Payment Refunds
If you elect to cancel services associated with electronic payments funds, the Firm agrees to issue you a refund as follows:
Refund Amount = Funds Received – Processing Fee – Earned Legal Fees – Disbursements on Your Behalf
To efficiently and cost-effectively provide you with legal services, different attorneys, agents, staff, 3rd parties, independent contractors, paralegals, secretaries, contract attorneys, and other individuals may take part in providing you with intellectual property services. The Firm may utilize associate attorneys, patent agents, staff, 3rd parties, independent contractors, paralegals, secretaries, contract attorneys, and other individuals (collectively, Project Managers) to complete projects for clients. It is at the sole discretion of the Firm in assigning and directing the personnel or Project Manager in working on any legal matter for which the Firm is employed. If you would prefer that different personnel or Project Managers work on your legal manner, please let the Firm know and the Firm will do its best to accommodate the personnel or Project Manager(s) change, at the Firm's discretion.
The Firm assigns different roles to its team members to help serve clients efficiently and cost effectively. The main roles are Client Manager, Project Managers, and Principal Attorney. One individual may fill multiple roles.
Your primary contact at the Firm will be your Client Manager. Your Client Manager will be the person most available for questions, answers, and updates for your projects. Your Client Manager will coordinate with you and the Project Managers assigned to your project to answer questions and to help complete your project.
The primary role for the Firm’s Project Managersis to provide you with legal services. Your Project Managers will also assist your Client Manager to provide you with answers to legal questions.
The primary roles for the Firm’s Principal Attorney, Devin Miller, are to oversee projects, to manage operations at the Firm, and to be a general resource for clients. The Principal Attorney assigns projects to Project Managers based on technical expertise, availability, and logistical considerations among other factors.
We are a paperless office and maintain client files exclusively in electronic format on onsite computers and in offsite (cloud) backup computers. Upon request, absent a valid attorney lien, we can provide you with your file in electronic format. If you would like to create a paper copy of your file, you will be responsible for printing and shipping the files at your own expense. In the event that you have a past due account with us, we reserve the right to place an attorney lien on your client file, i.e., hold the file until the attorney lien is discharged.
Intellectual Property Renewals
Patents, trademarks, and copyrights in many cases must be renewed on a periodic basis to keep them enforceable. From an international standpoint, many countries require annual annuity payments to keep applications pending. In the United States, renewal fees generally apply when intellectual property rights have been issued rather than while applications for intellectual property rights are pending.
The Firm will seek to notify you of applicable deadlines and fees related to renewals and annuities, but the ultimate responsibility for maintaining your intellectual property will rest with you. For example, the Firm cannot be responsible if intellectual property lapses because we were not aware that your contact information changed or because you did not provide payment for the fees when they were due.
Representation Term Updates
The representation terms described here may be updated from time to time. We will send you updated representation terms when creating new projects for you or upon request.
Our primary means of communicating with you will be by email. Traditional mail will be used only when necessary because it is slower and less efficient. On occasion, we may use our cell phones to speak with you if we are away from our desk.
We will send you documents and files, including notices of upcoming deadlines, exclusively to the email addresses you provide to us. It is very important that you let us know if you are no longer using the email address or phone number we have on file for you. Otherwise, you may not receive our communications and your intellectual property rights may be forfeited.
Either you or the Firm may terminate a relationship formed according to this Agreement for any reason or for no reason. The Firm agrees, however, to withdraw from representing you at your request. In turn, you agree to pay any liabilities incurred by the Firm on your behalf prior to termination. In the unlikely event that the Firm withdraws from representing you, we will give you sufficient notice so that you can retain substitute counsel.
We appreciate the opportunity to represent you.
Miller IP Law
/Devin Miller/Devin Miller