9. BHL - Registr - Solicitor (Local Counsel)
LIMITED SERVICE – PURCHASE OF SAMPLE SOLICITOR AGREEMENT FOR LOCAL COUNSEL(NO LEGAL ADVICE)
This Limited Service – Purchase of Sample Solicitor Agreement for Local Counsel (No Legal Advice),which includes and incorporates the attached exhibits, (the "Agreement") will set forth the terms andconditions regarding the services to be rendered under this engagement.
Parties
This Agreement is between Bryan Hill Attorney at Law, located at 6910 Pacific Street, Suite 102, Omaha,NE 68106, ("BHL") and the purchaser as described below ("Purchaser").
Scope of Engagement – Temporary & Limited
The services of this Agreement will be temporary and limited to BHL providing Purchaser with the sampleagreement described in Exhibit A attached hereto. BHL is not providing any legal advice to Purchaserunder this Agreement. This engagement should not be considered an ongoing or continuousengagement of BHL by Purchaser.
No Guarantees of Success
BHL makes no promises or guarantees to Purchaser regarding the outcome of utilizing any sampleagreements provided under this Agreement. Purchaser understands that BHL has made norepresentations, promises or warranties concerning the likelihood of a favorable outcome with respect toany sample agreements provided by BHL.
Fees
There will be a fixed fee of $__________ (“Fixed Fee”) charged to Purchaser for the sample agreement,as described in Exhibit A, provided by BHL to Purchaser. This Agreement does not include legal advice orany modifications or revisions by BHL of the sample agreement provided by BHL to Purchaser. TheFixed Fee shall be considered earned by BHL upon presentment of the sample agreement, and BHL isauthorized to deduct the amount of the Fixed Fee from Purchaser’s retainer upon the presentment of thesample agreement to Purchaser.
Retainer Amount
It will be necessary for Purchaser to pay in advance a retainer in the amount of $______ that will beavailable for BHL to bill against for its services. BHL will not commence any work on behalf of Purchaserunder this Agreement until BHL has received the initial retainer from Purchaser.Unless otherwise agreed to in writing by BHL, Purchaser's retainer, fees paid in advance and otherPurchaser funds held in trust will be kept in BHL's client trust account at Wells Fargo Bank NA. Theinterest accruing on BHL’s client trust account, net of any allowable monthly service charges, will be paidto the Lawyer Trust Account Commission; no funds deposited in BHL’s client trust account will earninterest for Purchaser.In the event that Purchaser also holds accounts with significant balances at Wells Fargo Bank NA,Purchaser will provide BHL with written notice of the existence of such accounts and the possibility thatthe combined value of Purchaser's own accounts at Wells Fargo Bank NA and Purchaser's retainer, feespaid in advance and other Purchaser funds held within BHL's client trust account at Wells Fargo Bank NAexceeds the basic FDIC deposit insurance coverage limit.(The basic FDIC deposit insurance coverage limit is not applied per account, but instead it refers to thetotal of all deposits that an accountholder has at a particular FDIC-insured bank, including those fundsheld on behalf of an accountholder in an attorney’s client trust account. The coverage limit of the basicFDIC deposit insurance is currently $250,000. For a more thorough or current explanation, please referto www.FDIC.gov.)
Payment via Credit Card
BHL can accept payment via credit card. Purchaser agrees that if Purchaser has a dispute with BHL,Purchaser will not raise this dispute with Purchaser's credit card company or seek adjudication of anydispute with BHL through or by Purchaser's credit card company. Purchaser agrees that if Purchaserpays the fees via credit card, Purchaser will not instruct Purchaser's credit card company to reverse suchcharges.
Billing Date & Deduction from Retainer
BHL’s standard billing dates and events are the following: (1) the first business day of each month; (2) thedate when incurred fees will cause the retainer balance to drop below the minimum balance requirementdescribed below; (3) the date or thereafter that BHL presents a sample agreement to Purchaser; and (4)the date the engagement is terminated by either Purchaser or BHL or the matter is concluded. Uponelectronic presentment (via email) of the invoice to Purchaser, BHL will deduct the amount owed for theprevious billing period from the retainer. Purchaser agrees to notify BHL within ten (10) days of receipt ofBHL's invoice if Purchaser disputes any entry on the invoice.
Refund of Retainer
BHL will not honor any request by Purchaser for a refund of the retainer in the amount of the applicableFixed Fee if BHL has already presented the sample agreement to Purchaser.In the event that there’s any remaining balance of the retainer after the deduction of fees owed to BHL(and 2.9% of any remaining retainer balance if Purchaser paid the retainer by credit card) from the finalinvoice at the termination or conclusion of this engagement, those remaining proceeds will be refunded toPurchaser.
Termination
BHL and Purchaser will each have the right to terminate this engagement for any reason at any time uponnotification in writing to the other party. Upon such termination, Purchaser shall remain responsible forany unpaid billings for services rendered.Purchaser acknowledges that BHL will terminate this Agreement if BHL believes that the professionalintegrity or ethical obligations of one of its attorneys has been comprised.
Consent to Internet Use & Communication
BHL makes extensive use of the Internet for communication with its clients. In particular, BHL uses email,Internet conferencing, “cloud” computing services, and online meetings. BHL believes these third-partyservices are generally secure. However, Purchaser should be aware that BHL has no control over thesethird-party service providers or how such third-party service providers store BHL and Purchaser’s data.This could create a risk of inadvertent data destruction, unavailability, disclosure or even misuse.BHL will utilize its best efforts to protect sensitive information; however, full protection cannot beguaranteed. By acceptance of the terms of this Agreement, Purchaser consents to BHL’s use of theInternet and electronic communications between BHL and Purchaser.In order to preserve confidentiality, Purchaser should not communicate with BHL through any emailaddress which is owned, under surveillance or controlled by a third-party such as an employer. Likewise,Purchaser should not utilize a third-party’s computer or electronic device to send or receive emailcommunications or store emails, documents or data regarding this engagement.Purchaser also acknowledges that there is a risk that a third-party may attempt to intercept emailcommunication between Purchaser and BHL or hack (obtain unauthorized access to) the computers,electronic devices or cloud computing services where such confidential communication is sent, receivedand/or stored.For purposes of this engagement, BHL will communicate with Purchaser using the following emailaddress(es): For purposes of communicating over the Internet with BHL, Purchaser will only use computers and/orelectronic devices that have up to date operating system security patches, firewall anti-virus and malwaresoftware programs installed. Purchaser will immediately notify BHL in writing if any computer (or networkconnected to such computer), electronic device or email account utilized by Purchaser to communicateover the Internet with BHL has been or is suspected of being hacked by a third-party.In order to protect against unauthorized access and/or meet regulatory privacy obligations, BHL stronglyrecommends that Purchaser refrain from sending via email any document with a full social securitynumber or account number to BHL. BHL has an online portal, which is available upon request, forPurchaser to transmit (via an https encrypted connection) documents with sensitive or confidentialinformation.
Mediation
In the event a dispute should arise between Purchaser and BHL, Purchaser may elect and BHL agrees toengage in non-binding mediation before a mediator who is mutually acceptable to both parties.
Affiliate Is Not a Law Firm
RIA Compliance Consultants, Inc. ("RCC") is a compliance consulting firm and an affiliate of BHL. BothRCC and BHL are under common ownership and control. Although RCC is an affiliate of a law firm andRCC may have an individual on its staff that is also licensed as an attorney providing legal services in acompletely separate capacity through BHL, RCC is not a law firm or an attorney and does not providelegal services.Purchaser also acknowledges that that the common ownership and control of RCC and BHL creates aconflict of interest if RCC refers Purchaser to BHL or if BHL refers Purchaser to RCC. Under suchcircumstances, BHL/RCC is biased and lacks objectivity when referring Purchaser to its affiliate. As aresult, Purchaser should conduct Purchaser’s own independent investigation and due diligence ofBHL/RCC before executing this Agreement when referred by an affiliate.In the event that Purchaser engages RCC, Purchaser acknowledges that Purchaser is aware that acompliance consulting relationship with RCC is not provided those legal and professional protections thatnormally exist under an attorney-client relationship such as the following: (a) privileged communicationbetween an attorney and client; (b) the requirement for an attorney to use a client trust account forsafekeeping of legal fees paid in advance by a client; (c) the requirement for an attorney to maintainprofessional liability insurance; or (d) prohibitions preventing an attorney from having impermissiblerelationships with clients, representing other persons with conflicting interests, receiving referral fees fromthird-party vendors, or prospectively limiting liability for malpractice through a contractual provision in aclient agreement. It is strongly recommended that prior to entering into an engagement with RCC,Purchaser should retain an attorney, who is not affiliated with BHL, to review and provide Purchaser withindependent advice regarding the terms of such an engagement. Purchaser is under no obligation toutilizes the compliance consulting services of RCC.
Not Intended to Detect Fraud
Purchaser understands that the services provided by BHL under this Agreement are not intended to detector prevent fraud, misrepresentations, selling away, ponzi schemes, undisclosed outside business activities,inaccurate or false fee calculations, theft, misappropriation or unlawful conversion of client funds byPurchaser or Purchaser’s owners, directors, officers, employees, investment adviser representatives,custodians, third-party money managers, investment sponsors, vendors or outside professionals.
EXHIBIT ATEMPORARY & LIMITED SCOPE OF SERVICES & DUTIES OF CLIENT
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