This ATTORNEY-CLIENT RETAINER AGREEMENT (“Contract”) is entered into by and between YOU, the undersigned (hereinafter “Client”) and WINTER LLP (“Attorney”).
1. CONDITIONS. This Contract shall not take effect, and Attorney will have no obligation to provide legal services, until Client signs this Contract and submits the required payment.
2. SCOPE AND DUTIES. Attorney’s responsibility under this Contract shall be solely related to performing a federal, state and common law copyright search; preparing a letter to Client based on the copyright search; Attorney/Client consultation up to half an hour (30 minutes) to discuss the results of the copyright search; preparing, filing and monitoring Client’s copyright application; and responding to any non-substantive USPTO Office Action(s) requiring, in the aggregate, less than half an hour (30 minutes) (“Services”). Any additional services shall be performed at an additional fee to Client. Client is responsible to remain available to Attorney on a reasonable basis for consultation, to assist Attorney as required and to update Attorney as to Client’s relevant contact information, including email address. Attorney agrees to accept this employment based on the terms of this Contract. Attorney may call upon other attorneys or staff in its offices or outside its offices when it considers it necessary or beneficial to do so.
3. FEES. The fee for the Services agreed to by Attorney and Client is $1,500 USD (the “Flat Fee”) plus Costs defined below. The rules of professional conduct for attorneys in California in the United States of America require that unearned clients fees advanced by clients to attorneys be kept in a separate “trust” account until the fees are actually earned and/or the representation has been terminated. However, clients may waive this requirement. Therefore, due to the small amount of the Flat Fee and the administrative issues involved in transferring client funds between accounts, by agreeing to the terms of this Contract you hereby waive this requirement and allow the funds to be deposited directly into WINTER LLP operating account(s). By waiving this requirement the Flat Fee becomes the property of WINTER LLP immediately upon receipt. The Services shall be considered completed and the Flat Fee earned when Attorney provides the trademark search report and completed trademark application to Client with filing instructions. Client may be entitled to partial refund if the Client terminates this agreement prior to the completion of Attorney completing the Services.
NOTICE: CLIENT UNDERSTANDS AND AGREES THAT ATTORNEY’S FEES ARE NOT CONTINGENT UPON COMPLETION OR SUCCESS OF THE SERVICES PROPOSED, OR ANY LEGAL ACTION(S) THERETO. CLIENT FURTHER UNDERSTANDS THAT THIS IS AN APPLICATION PROCESS WITH THE UNITED STATES GOVERNMENT THAT COULD ULTIMATELY RESULT IN A DENIAL OF THE CLIENT’S TRADEMARK APPLICATION FOR REASONS OUTSIDE OF ATTORNEY’S CONTROL.
4. COSTS AND EXPENSES. The United States Patent and Trademark office filing fees are in addition to the above stated Flat Fee legal fees. These fees will be either $275.00 or $325.00 per international class for trademark application filings.
5. ARBITRATION. Any controversy, claim or dispute arising out of or relating to this Contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California. The arbitration shall be administered by American Arbitration Association pursuant to its Comprehensive Arbitration Rules and Procedures (“Rules”). The arbitrator shall, in the Award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney’s fees and expenses of the prevailing party, against the party who did not prevail. The Award shall be in writing and shall specify the factual and legal basis for the Award. Judgment on the Award may be entered in any court having jurisdiction.
NOTICE: BY SIGNING THIS AGREEMENT, CLIENT IS AGREEING TO HAVE ANY DISPUTE BETWEEN ATTORNEY AND CLIENT, INCLUDING ISSUES OF LEGAL MALPRACTICE, DECIDED BY NEUTRAL ARBITRATION AND CLIENT IS WAIVING THE RIGHT TO A TRIAL BY A JUDGE AND/OR JURY.
6. DISCLAIMER OF GUARANTEE. Nothing in this Agreement and nothing in Attorney’s statements to Client shall be construed as a promise or guarantee about the outcome of Attorney’s representation of Client’s interests in any legal matter. Attorney makes no such promises or guarantees and any comments Attorney has made about the outcome of such legal representation are expressions of opinion only. In accordance with California law, Attorney hereby advises Client that it does not maintain errors and omissions insurance coverage applicable to the services to be rendered under this Agreement.
7. TERMINATION. Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent, or on thirty days’ advance notice, or for good cause. Good cause includes Client’s breach of this Agreement, Client’s nonpayment of fees or costs, and Client’s failure to cooperate with Attorney or to follow Attorney’s advice on a material matter or any other fact or representation that would render Attorney continuing representation unlawful or unethical.
8. ENTIRE AGREEMENT / SEVERABILITY. This Agreement contains the entire agreement between Client and Attorney relative thereto. This Agreement shall not be modified except by written agreement signed by Client and Attorney. If any provisions of this Agreement are held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
9. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law provisions.
10. ATTORNEYS FEES. The parties agree that should legal action be required to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs to the extent permitted by law.
11. EFFECTIVE DATE. The effective date of this Contract shall be the date upon which Client executes it and pays all required fees and costs.
12. FORM OF SIGNATURES. This Contract may be executed by the parties in electronic counterparts.