Effective June 8, 2021
Our clients enter into engagement letters with the firm. Because representation of our clients typically spans many years, we may from time to time update our terms of service to you. Following receipt of these and any revised Terms and Conditions, you agree to accept them in their entirety, and any instructions given to us thereafter are subject to the revised terms.
Fees and Expenses
You agree to compensate The Law Office of Stacy J. Grossman PLLC for services based on the time devoted to the Matter at an hourly rate, unless fees are otherwise agreed upon. In addition, you agree to reimburse the Firm for expenses incurred on your behalf. Time is recorded in increments of tenths of an hour. Your rate is set forth in your engagement letter. Our rates may change or increase from time to time – usually on December 31 of each year. We will notify you of such changes in advance of implementing them.
For certain services, such as trademark prosecution, we may agree to bill you based upon a fixed fee. Even if you are billed a fixed fee, hourly rates may apply if the work involved exceeds the scope of the work covered by the fixed fee. All fixed fee arrangements will be set forth in a written rate sheet or otherwise agreed to in writing.
We endeavor to provide cost estimates before engaging in our work. If we provide a cost estimate, we will update you if the estimate is likely to be materially exceeded. Any estimate will be given in good faith based on our knowledge at the time but such an estimate is not binding as the time required and costs may be affected by matters beyond our control.
Expenses incurred on your behalf may include, among other things, photocopying, messenger, postage, long distance telephone charges, computerized legal research or other database usage, trademark clearance and watch notice vendor charges, investigator fees, travel charges, filing fees, and file storage charges if you should ask us to store your files after the conclusion of the Matter.
To cover our costs in paying disbursements on behalf of our clients, where outside vendors are involved, you will be billed at our cost as reflected in the vendors’ bills plus no more than 10% for processing any invoices, particularly where we have advanced costs on your behalf or made payments for you in a foreign currency.
We may require an advance retainer. Any advance will be deposited by us in a non-interest bearing account and will be credited against our fees and expenses payable by you. In the event our fees and expenses exceed the amount of the advance, we will bill you for the excess as discussed in this letter. Any unused portion of the advance will be refundable at the conclusion of the representation.
Invoices for work billed at an hourly rate are normally sent at the beginning of each month and reflect the services performed and expenses incurred the previous month. Payment is due promptly upon receipt. We may assess a late charge of 1% per month on any outstanding balance older than 30 days. In addition, we may assess a convenience charge of 3% of the amount of your invoice if you elect to pay your invoice by credit card.
If we assist you with matters overseas, we may engage local counsel on your behalf to provide legal advice and advance payment for costs including trademark filing fees. We will provide you with cost estimates for work performed by foreign counsel, and we will review, approve and send you foreign counsel bills for payment. It will be your responsibility to directly pay, and you hereby agree to pay, any such bills in a timely manner.
If any payment becomes delinquent without our consent, we may treat your failure to make payment in accordance with the terms of this agreement as a decision on your part to terminate our services and may cease any pending work until satisfactory arrangements have been made. In such event, we shall, upon written notice of you, have the right to withdraw as counsel in any matter or action in which we have appeared on your behalf, or on behalf of any entity in which you have an interest, which withdrawal shall not relieve you of the obligation to pay any fees and expenses incurred by you.
We reserve the right to contract out certain elements of our services to external attorneys, technical assistants or other professional advisers at our discretion where the work product is represented as a product of ours. Where we contract out our services to Contractors, we will be responsible for any advice and/or work products created by such Contractors.
Where we instruct an external professional (e.g. trademark attorneys in foreign jurisdictions), technical assistant or other professional adviser on your behalf, such external services shall not form part of our services. We shall instruct the adviser as agent on your behalf, but we will not be liable for any losses that result from the default or negligence of the adviser or for the fees and expenses of the adviser.
Your Duty to Cooperate and Provide Instructions
You agree that throughout the provision of our services, you will:
- promptly provide us with all instructions and information necessary for us to perform our services;
- promptly notify us of any changes to information previously provided;
- ensure that all information provided to us is complete in all material respects and not misleading; and
- ensure that you are available to sign documents when required.
We will not be responsible for any loss of rights if you do not provide clear and complete instructions early enough for us to act within official time limits. We normally advise you of time limits and of actions or instructions that are required from you but we do not undertake to give reminders.
Please notify us promptly of any change of personnel or name or address or of any change in ownership of rights. Official recordation of such changes is often desirable. We will address correspondence to the last address notified to us and this will fulfil any duty that we may have to communicate with you.
Assumption of Business Risk
You agree that any decision as to whether a risk is acceptable to you is a matter solely for you.
We will hold in confidence (including after the termination or expiration of our representation), applying reasonable security measures, any confidential information obtained or developed regarding you and your business and we will not disclose it to others without your prior written permission except as necessary for the provision of our services or as required by law. If we are required compulsorily to disclose your confidential information pursuant to any order of a competent court or other public body having jurisdiction over you, we will ask the court or the public body to treat the information as confidential and, unless legally prohibited to do so, we will inform you before making any disclosure in order to enable you to object, claim privilege and/or make representations in respect of the disclosure.
Trademark and Copyright Searching
When searching trademarks, designs or copyrights, we provide search services in-house, and may also use third party professional service providers who specialize in searching intellectual property rights. We work with reputable vendors, but are not liable for their work product, or for the accuracy, extent, appropriateness or completeness of their search. Intellectual property searching and clearance is subjective, and subject to caveats, which can be found here.
If you feel dissatisfied with our work, you may raise your concern with the professional staff handling your work, or with Stacy Grossman (email@example.com).
Termination of Representation
Either of us may terminate this Agreement at any time for any reason by written notice. We are subject to applicable rules of professional conduct when terminating a client engagement, and if we terminate this engagement, the Firm will comply with all applicable rules and take all reasonable and practical steps to protect your interests in the Matter.
Disposition of Files and Records
Following the conclusion of the Matter, the Firm will maintain the confidentiality of any of your confidential information provided to it in accordance with applicable rules of professional conduct. Any documents provided by you or provided by a third party will be returned to you unless you authorize us to destroy them.
We will retain files pertaining to the Matter, including material prepared for internal use. If you do not request return of this file material within 60 days following termination of this Agreement, we reserve the right to destroy it. Upon your reasonable request, we will provide such portions of these file materials to you as required by the applicable rules of professional responsibility or other legal requirements. Unless applicable rules of professional responsibility require an earlier return, we may retain such files pending receipt of payment of any outstanding fees or costs.
You acknowledge that we have made no representations to you regarding the outcome of the Matter, and that we have not guaranteed and cannot guarantee the success of any action taken or decision made by the Firm on your behalf in connection with the Matter.
Our representation of you does not cover any tax-related issues, for which we encourage you to retain the services of a tax attorney and a Certified Public Accountant. Additionally, pursuant to U.S. Treasury regulations, any written advice provided by the Firm is not intended or written to be used, and cannot be used, by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer.
You agree to be subject to the laws and jurisdiction of the State of New York, and that New York County is the appropriate venue for any dispute arising from this Agreement.
The Firm makes every effort to bill fairly and clearly for fees and expenses, and to represent our clients’ interests zealously and diligently. Occasionally, however, lawyers and clients disagree about the amount of a bill for legal services or for related costs and expenses. If a fee dispute arises in this matter, you may have the right to elect to resolve the dispute through arbitration pursuant to Part 137 of the Rules of the Chief Administrator. A copy of Part 137 will be made available to you upon request.
Thank you for trusting us with your work. We look forward our continued work together.