Page 1 of 5 Quinn & Quinn, P.C. Attorneys and Counselors 217 South Capitol Avenue Lansing, Michigan 48933 (517) 555-1212 quinna@cooley.edu STANDARD TERMS OF ENGAGEMENT 1. Attorney-Client Relationship. As your attorneys, we are charged with a duty of independent professional judgment, confidentiality, loyalty, and diligence. As our client, you are charged with a duty of cooperation and candor. Your communications with us are protected by our ethical obligation of confidentiality and by the evidentiary rule of attorneycliien privilege. You should, therefore, be open and forthright with us so that we have all information relevant to our representation. We will discuss the substantive aspects of our representation with you; we will provide documents to you in advance, except in cases of emergency or when you are not available. Please note that when we represent a legal entity (corporation, limited liability company, or partnership), our attorney-client relationship is with the entity alone and, unless otherwise stated in our engagement letter, is not with its officers, directors, shareholders, partners, members, or affiliates. Similarly, when we represent a party on an insured claim, our attorney-client relationship is with the insured, and not the insurance company, even though we may be approved or paid by the insurance company. 2. Relationship with Other Clients. Quinn & Quinn, P.C. is a large, full-service firm with 11 offices. From time-to-time, a lawyer in one of our offices may be asked to represent a client in a matter that involves another client we represent in an unrelated matter. The situation occurs, for example, if one of our lawyers represents a borrower in a commercial loan transaction and another one of our lawyers is asked to represent a client in negotiating a contract that is Page 2 of 5 unrelated to the loan transaction with that same borrower. We are allowed to represent both clients in that situation as long as we are satisfied that we can provide independent professional judgment to each client in each distinct matter, the clients' interests in the matter between them are not antagonistic, and each client consents after consultation. From time to time, too, we may be asked to represent clients who are competitors of each other in the same industry or field of business, such as banks, retail merchants, or land developers. Just as you may refer a matter to a law firm that competes with us, we are allowed to represent clients who are competitors as long as they are not directly adverse to or opposing each other in the matters in which we represent them and we are satisfied that we can provide independent professional judgment to each client. 3. Electronic Communications. We commonly use facsimile transmission, electronic mail (emaiil) and cellular telephones to communicate with clients. It is possible that those communications could be misrouted or intercepted and thus result in an inadvertent disclosure of confidential information to third parties. We will assume that, because of the speed and efficiency of these electronic communications, you consent to our using them unless you tell us not to do so. 4. Cost Containment. We are sensitive to our clients’ interest in containing costs. Our goal is to provide effective legal services at a reasonable cost. The hourly rates of our lawyers, both partners and associates, are graduated and reflect their experience, specialization, and expertise. We will use available timesaving resources, including relevant internal work product that we previously developed and stored electronically in a retrievable form. We will use one or more associates and our paralegal staff to the extent the subject matter of the representation allows. Our paralegals are trained professionals who assist our lawyers and reduce the demand on the lawyers' time. Based on the anticipated scope of our representation, the lawyer(s) and the paralegal(s) assigned to your matter and their hourly rates are as follows: Page 3 of 5 Andrew Quinn, Esq. $ 200.00 Audrey Associate, Esq. $ 125.00 Peter Paralegal________ $ 75.00 5. Deposit. Before we start to represent you, we may require you to deposit funds sufficient to cover fees and costs anticipated in the representation. Our accompanying engagement letter will tell you if a deposit is required. If the scope of our representation materially expands, we may require an additional deposit; if you did not make a deposit at the start of our representation, we may require you to make a deposit. Our monthly statements will show the charges against the deposit for services rendered and costs incurred and the balance remaining on deposit. When our representation ends, we will charge the fees and costs incurred to the ending date of termination against the balance of any deposit you paid. We will refund the excess of any deposit to you. You will be liable to pay any deficiency. 6. Legal Fees. Our statements for services rendered are based on the hourly rates of the lawyers and paralegals designated to represent you, and they reflect the nature, scope and complexity of the matter involved; the legal skill, expertise, and experience required; and the time constraints imposed. We review our rates periodically; we may adjust them to account for increases in the cost of delivering legal services and to reflect any increase in a particular lawyer's legal skill, expertise, and experience. Any changes in hourly rates are applied only to future bills and will be reflected in our statements of services rendered. When paralegals perform services for you, bills for their services reflect their hourly rates in effect when the services are performed. 7. Expenses. We are not permitted to underwrite your expenses incurred in the representation; therefore, you are responsible for reimbursing us the out-of-pocket expenses that we advance in your representation (such as those for travel, tolls, filing fees, recording, or government certificates) and our internal charges (such as those Page 4 of 5 for long distance telephone, facsimile transmissions, overnight or other courier service, or photocopying). You are also responsible for the expense of third-party service providers hired to render services on your behalf (such as court reporters, consulting or testifying experts, or investigators), whether invoiced to us or to you. If we anticipate that we will incur substantial costs in our representation, we will ask you to make an advance cost deposit in addition to any advance fee deposit we asked you to make. 8. Statements. Every month, we will send you a statement for services we rendered and costs incurred during the preceding calendar month. Our statement includes an itemized description of all work we performed and expenses incurred or advanced during the billing period. 9. Payment of Account. Our statements for services rendered and costs incurred are due and payable when you receive them. If you do not pay a statement for more than 30 days, we reserve the right (once we notify you) stop further services until the statement is paid. In addition, we may decline further services following payment unless you make a satisfactory deposit towards the payment of future services and costs. If we need to sue you to collect an account due, you will be liable for costs and expenses, the lawyer's fees incurred, and a late payment charge of 5% of the delinquent balance. 10. Inquiries. We want our clients to be satisfied with the quality of our legal services and the reasonableness of our fees. We will seek to provide as much billing information as you require and in the format that best suits your needs. Any questions concerning the terms of your account, statements received, or line items for legal services rendered or costs incurred should be directed promptly to the principal attorney or to our Executive Director. 11. Terminating the Representation. Page 5 of 5 You may terminate our services at any time by notifying us. Likewise, we reserve the right in appropriate circumstances to resign as counsel once we notify you. If we resign as counsel of record for you in a litigation matter, we will present an order for you to endorse authorizing us to withdraw as counsel. If you or we terminate our representation, we will take reasonable steps to protect your interests pending your hiring of another lawyer. Unless sooner terminated, our engagement as counsel will end when we send you a final statement for services rendered. We will continue to hold confidential information we learned in our representation of you in confidence under the applicable rules of professional conduct. 12. Retention of Closed Files. When our representation ends, we will close the files we have maintained in your legal matter and will send them to our storage facility. The principal lawyer who represented you will designate the length of storage (from five years to twenty years), and we will destroy the files at the end of that time. When our representation ends, you should tell us if you wish to have your papers or property returned to you before the files are sent to the storage facility.