Last updated: October 9, 2024
Engagement Agreement. These Terms of Business, coupled with the Firm’s scope of services (“Services”) specified the Firm’s written service order (“Service Order”), form the Firm’s Engagement Agreement between the Firm and Client. By signing the Firm’s written Service Order, Client agrees to be legally bound by the Firm’s Engagement Agreement.
Client Identification.
- The Firm’s Client is identified in the Firm’s Service Order. If the Client is a person the Firm’s attorney/client duties and responsibilities under the applicable Rules of Professional Conduct (“Attorney/Client Relationship”) will run solely to the person identified as the Client and not to any of the person’s family relations, friends, or others. If the Client is identified as an organization (e.g. a corporation, limited liability company, partnership, joint venture) or other unincorporated association then the Firm’s Attorney/Client Relationship will run solely to the designated organization and not to individual owners (stockholders, members, partners, trustees, etc.) or directors, managers, officers, employees, or other individuals.
- The Firm may use third-party services like Vaultie to verify a person’s or organization’s identity.
- No pre-engagement consultation or communication shall obligate the Firm to represent anyone as a Firm Client. No prospective client will become a Firm Client unless the Firm issues a written Service Order to the prospective client who then counter-signs and returns it to the Firm.
Scope of Representation. Absent a subsequent signed Service Order, the Firm’s responsibility to Client is limited solely to the Services specified in the Client’s open Service Order.
Completion of Services and Representation.
For USPTO matters, unless otherwise expressly stated in the Service Order:
- Services for USPTO trademark application and maintenance filings will be completed and the legal fee specified in the Service Order will be earned when the Firm obtains a USPTO filing receipt for the specified filing.
- The Firm’s representation shall continue until the USPTO accepts the filing or issues a final action refusing the filing. If the USPTO refuses any filing due to a Firm filing error, the Firm will address the error as an item covered by the related Service Order.
- If the USPTO refuses any filing on substantive grounds (e.g. likelihood of confusion, specimen, etc.), an expanded scope of Services may be required and the Firm may require Client to sign a new Service Order and pay additional fees to covered the expanded scope of Services.
- The Firm shall not be responsible for: (i) Client’s choice of Mark; (ii) conducting a clearance search on Client’s Mark; (iii) evaluating Client’s rights in any Mark or advising on proper use of Client’s Mark or the proper application of trademark symbols; (iv) monitoring USPTO filings for pending applications to register marks that may impair Client’s rights in any Mark; (v) enforcing Client’s rights in any Mark against others; (vi) notifying Client of USPTO registration maintenance filing deadlines; or (vii) any other Client matters related, or not, to Client’s Mark or other rights.
Service Orders covering non-USPTO Services:
- Services will be completed and representation will end as specified in the Service Order.
Professional Relationship.
Firm’s performance obligations to Client:
- The Firm will operate in a professional manner consistent with applicable Rules of Professional Conduct including those applicable to attorney/client confidential information and pre-engagement consultations and communications between a prospective client and the Firm.
- The “applicable Rules of Professional Conduct” shall mean the Maryland Rules of Professional Conduct or the United States Patent and Trademark Office (“USPTO”) Rules of Professional Conduct, or both. On USPTO matters, the USPTO Rules of Professional Conduct shall prevail over the Maryland Rules of Professional Conduct to the extent of any conflict.
- All Services will be performed in a professional manner but the Firm does not guarantee any specific outcome.
- All Services will be performed based on: (i) Client-provided and other relevant information the Firm may have discovered; (ii) the Firm’s knowledge of and experience dealing with applicable law; (iii) the Firm’s available research tools; and (iv) the timeframe within which Client desires the Services to be performed.
- The Firm’s performance period for any “RUSH” Services will not start until the Firm receives Client’s payment in full as stated in the Service Order. Although the Engagement Agreement may be fully signed by Client and the Firm, if the Firm does not receive Client’s payment in-full, the Firm shall have no obligation to commence performing any Services. Payments submitted to the Firm will be deemed received by the Firm when funds clear the Firm’s bank account which typically takes at least two to five business days. Should Client later initiate a dispute, the Firm reserves the right to promptly suspend and terminate all Services in a manner consistent with the applicable Rules of Professional Conduct.
- The Firm may accept Client-provided information without independent verification but reserves the right to verify and question Client-provided information as the Firm deems necessary.
- The Firm shall not be obligated to act on Client’s instructions should the Firm have good faith concerns about the accuracy of any Client-provided information.
Client’s performance obligations to Firm:
- Client shall communicate with the Firm accurately and timely via telephone (landline or mobile), text message, email, or other means, and promptly communicate Client’s risk tolerances on issues the Firm raises for Client’s consideration. Client promises to fully and promptly disclose all information relevant to the Services. Client confirms that the Firm may rely on Client-provided information as being truthful and accurate.
- Client shall promptly provide to the Firm requested documentation relevant to the Firm’s performance of the Services.
- Client understands that the Firm’s advice will be tailored to the situation specified in the Service Order, and any advice given may change if the facts change or there is new applicable case law, legislation, or regulations. The Firm will not be responsible for Client’s use of the Firm’s advice or other work product for purposes not described in Client’s Service Order.
- Client shall be solely responsible for protecting Client’s technology systems, devices, software, and data residing in Client’s technology systems from viruses and other cyber security risks.
Mutual performance obligations:
- The Firm and Client are independent contractors.
USPTO Filings Publicly Disclosed. Client understands that: (i) information in USPTO trademark application and maintenance filings is open to the public free of charge; and (ii) third-parties may access Client’s USPTO filings and mail bogus invoices for what appear to be USPTO services. Client accepts sole responsibility for handling any third-party communications that appear to relate to USPTO matters. Client may seek guidance from the USPTO or the Firm before paying or otherwise deciding how to respond if at all.
Financial Terms. Client must promptly pay all Firm invoices in U.S. dollars. If the Firm learns of extraordinary facts or circumstances impairing the Firm’s usual and customary performance of the Services, the Firm will notify Client. Attorney time necessary to address the situation will be billed at the Firm’s current hourly rate but only up to the amount Client pre-approves in writing, or, if Client elects to not engage the Firm to address the extraordinary situation, the Firm may terminate Client’s Service Order in a manner consistent with the applicable Rules of Professional Conduct. Refunds of the Firm’s fees will be subject to the applicable Rules of Professional Conduct as determined by the Firm in good faith. Once the Firm pays any USPTO fees for Client filings, those fees are non-refundable.
Trust Account. The Firm shall deposit Client funds paid in advance in the Firm’s trust account and, absent dispute, will withdraw Client funds to pay for the Firm’s fees and costs billed to Client. As Client funds in the Firm’s trust account are used to pay Firm invoices, the Firm reserves the right to request additional Client funds before continuing to perform the Services. If Client requests new services, the Firm may ask the Client to sign a new written Service Order and request advance payment on Client’s account as a condition to performing any new services. The Firm shall apply any Client funds in its trust account to its final Client invoice. Upon completion or termination of Services the Firm will return any surplus Client funds in the Firm’s trust account. Should the Firm’s final invoice reflect a balance due after exhausting all Client funds in the Firm’s trust account, Client shall be responsible for promptly paying Client’s outstanding balance.
Termination. Client may terminate the Firm’s Services at any time by written notice to the Firm. Subject to the applicable Rules of Professional Conduct, the Firm reserves the right to immediately suspend all Services and withdraw from representation: (i) if Client does not promptly pay the Firm’s invoices; (ii) fails or refuses to professionally communicate and cooperate with the Firm on Client matters; or (iii) if the Firm believes in good faith that Client has intentionally or persistently and negligently provided misleading or inaccurate information about matters affecting Client Services.
Record Retention. The Firm may destroy its records pertaining to its Services one (1) year after termination of Services (“Record Destruction Date”). The Firm will not be liable for destroying any records at any time before the Record Destruction Date provided the Firm keeps electronic copies of the records up to the Record Destruction Date. On Client’s termination of the Firm’s Services, the Firm will deliver to Client all records and property the Firm is obligated to deliver. Client shall pay the Firm, in advance, its regular rate for reviewing Client record(s) and copying and delivering the same to Client or any new attorney Client specifies in writing, and for any other services Client requests during the winding up of the Firm’s relationship with Client. The Firm’s work product will remain the Firm’s sole property.
Licensed Jurisdictions. The Firm’s attorney is licensed to practice law in Maryland, Virginia, District of Columbia, Florida, California, and all United States federal jurisdictions, including practice before the USPTO on trademark matters (“Licensed Jurisdictions”). Any information the Firm may provide Client on law outside the Licensed Jurisdictions, shall not be considered legal advice or legal opinion.
Posted Terms. These Terms of Business do not replace the Firm’s Terms of Use, Terms of Service, Privacy Policy, or any other terms posted on the Firm’s website (“Posted Terms”). If any Terms of Business conflict with the Firm’s Posted Terms, the conflicting provision in these Terms of Business shall control but only to the extent of conflict.
Arbitration and Governing Law. Except for the Firm’s right to initiate collection proceedings against Client for earned and unpaid fees and other costs the Firm incurred on Client’s behalf, where allowed by law, any other claim or controversy relating to the Engagement Agreement may be adjudicated by binding arbitration with the American Arbitration Association upon written request of either party prior to an entry of judgment. Any arbitration proceeding will be held in the United States at the Firm’s office or other Firm selected location. Any court having jurisdiction may enter judgment on any award. Maryland law shall govern this agreement without regard to any conflicts of laws rules. The Engagement Agreement, including these Terms of Business, shall be construed in the English language even if a foreign language translation is provided.
Electronic Signatures. The Client and the Firm each acknowledge that their respective electronic signatures applied to the Firm’s Engagement Agreement (whether via the Firm’s Clio practice management system, HelloSign, Dropbox, Docusign, or other e-signature provider) manifest their respective intent to conduct business electronically with each other in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-Sign), 15 U.S.C.A. §§ 7001-7031 (Supp. 2001), and understand that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form, and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement.