Evans Law Consulting Agreement

EVANS LAW, PLC
TERMS FOR LIMITED-SCOPE ENGAGEMENT

We are pleased that you have engaged Evans Law, PLC, the law office of Randal T. Evans (“Evans Law”),on a limited-scope basis for a one-time consultation. By scheduling a legal consultation with our firm, you accept the Terms and Conditions of this Legal Services Agreement.

  1. Scope of Legal Services Provided by Evans Law

Evans Law provides legal services relating to enterprise design and brand development. This includes business and tax law services for businesses, family enterprises, tribally-owned enterprises, nonprofit and tax-exempt organizations, and founders.

Evans Law provides legal services only in the following areas of law:

  • Business formation and alteration, including the structuring of legal entities and combinations of entities, drafting and revising formation documents, change of legal domicile, conversions in form of entity, legal matters involving board governance and the fiduciary duties of officers and directors, and other matters relating to business formations and alterations;
  • Business transactions, including drafting, reviewing, and negotiating contracts, employment agreements, corporate policies and procedures, and other business transactions; and
  • Federal, state, and local tax matters involving nonprofits, tax-exempt organizations, corporations, and other types of business entities.
  • Business and tax law matters relating to organization development.

Mr. Evans is licensed to practice law in the State of Arizona only. Evans Law provides legal services to clients throughout the United States on federal tax law matters governing nonprofit and tax-exempt organizations, multi-state tax matters, and general legal matters relating to enterprise design and brand development. Evans Law will not represent Client in any forum in a jurisdiction other than Arizona.

Evans Law does not provide legal services in the areas of antitrust regulation, collections, commercial litigation, general civil litigation, construction law, labor and employment law, employee benefits, health care law, intellectual property, municipal law, real estate, securities, or other areas of law not listed above.

When clients bring to our attention legal needs involving one or more areas of law that are outside the scope of legal services that we provide, as set forth above, or a conflict or dispute or administrative proceeding in a jurisdiction outside of Arizona, we will refer the client to one or more attorneys who provide legal services in that area of law or who are licensed to practice law in that jurisdiction, or we will affiliate with co-counsel for that matter, at the client’s direction and as set forth in this engagement letter.

  1. Client Identity

Our client for this limited-scope consultation is the person or organization that you identified as the client at the time you scheduled your meeting (“Client”).

If you have engaged our services on your own behalf, in your individual capacity (e.g., if you are the founder of a new enterprise that has not yet been formed, or an entrepreneur, or a nonprofit executive seeking legal advice for yourself, or otherwise seeking legal advice for yourself in your individual capacity, and not on behalf of an organization), then you, personally, are the client.

If you have engaged our services on behalf of an organization, then that organization is the client, and we represent only that organization acting through its duly authorized constituents.

NOTE: To engage our services on behalf of an organization, you must be a duly authorized representative of the organization. Accepting these terms includes authorizing us to communicate with the designated representative.

We do not represent any other organization or individual who may be directly or indirectly affiliated with the Client unless such additional representation is set forth in a separate engagement letter.

  1. Client Responsibilities and Control

You understand that Client controls Client’s legal matters and remains responsible for all objectives in these matters. Unless we mutually agree otherwise, this representation is limited to this one-time consultation and terminates automatically at the end of the consultation session. Our representation will be extended to other legal matters or to additional consultation sessions only upon the written agreement of both parties.

  1. Fees and Billing

Our fixed fee for a limited-scope consultation fee (“Legal Consultation Fee”) is payable in advance, in the amount and for the time period and specific scope of consultation agreed upon in advance.

The Legal Consultation Fee includes only the initial consultation meeting. Unless otherwise provided in writing, additional time or follow-up questions that may be requested will be billed based on our standard hourly rates.

Our Legal Consultation Fee is intended to reflect the time that we invest and the value received and takes into account the time that we spend before and after the consultation session for preparation and follow-up correspondence. The Legal Consultation Fee is a non-refundable advance payment, earned upon receipt, and will be deposited in our operating account, not our lawyer’s trust account.

Any legal services you request beyond the Initial Consultation will be billed hourly, unless some other billing arrangement is made in writing in advance. My standard hourly rate is $595, billed in 1/10-hour increments, and covers travel, research, drafting, and reviewing documents/emails/pleadings.

Any associate-level attorney who performs services on your matters will be billed at $425 per hour. The hourly rate of any legal assistants who perform work on this matter is $195. These rates will be in effect through December 2023.

Generally, unless another arrangement is set forth in the engagement letter, we bill hourly, measured in 1/10-hour segments.

Outside attorneys will be billed at their standard hourly rates, which will be disclosed to you before any work.

We typically require clients to provide an Advanced Fee Deposit (AFD) before commencing or continuing work. For this engagement, because you have engaged us based on a fixed Legal Consultation Fee, no AFD is required at this time. Should you request additional legal services beyond the initial consultation, we will discuss with you the amount of the AFD or options for a retainer or additional fixed-fee arrangements.

  1. Conflicts of Interest

Before confirming your consultation, we will review our records to confirm that this engagement does not present any conflict of interest.

DO NOT MAIL, EMAIL, FAX, UPLOAD, VERBALLY COMMUNICATE, OR OTHERWISE PROVIDE ANY CONFIDENTIAL INFORMATION BEFORE RECEIVING WRITTEN CONFIRMATION THAT CONFLICTS HAVE CLEARED, BECAUSE THE INFORMATION YOU PROVIDE MAY NOT BE KEPT CONFIDENTIAL NOR WILL IT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP.

IF, BEFORE RECEIVING WRITTEN CONFIRMATION THAT CONFLICTS HAVE CLEARED, YOU CHOOSE TO PROVIDE INFORMATION BEYOND WHAT IS NECESSARY FOR US TO CONDUCT A CONFLICT CHECK, YOU ACKNOWLEDGE THAT WE HAVE NO OBLIGATION TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION YOU SUBMIT UNLESS WE HAVE ALREADY AGREED TO REPRESENT YOU OR LATER AGREE TO DO SO; THUS, WE MAY REPRESENT A PARTY IN A MATTER ADVERSE TO YOU EVEN IF THE INFORMATION YOU SUBMIT TO US COULD BE USED AGAINST YOU IN THE MATTER.

YOU AGREE THAT YOU WILL NOT SEEK TO DISQUALIFY OUR FIRM FROM ANY ONGOING OR FUTURE REPRESENTATION OF ANY PARTY BASED ON ANY COMMUNICATION OR EXCHANGE OF INFORMATION BEFORE OUR WRITTEN CONFIRMATION THAT CONFLICTS HAVE CLEARED.

Before engaging us for any new matters, please inform us about changes in your company structure, ownership, or other relevant circumstances, and whether there are any additional persons, affiliated companies, or adverse parties that we need to check in our conflicts database.

  1. Formal Legal or Tax Opinions

Our consultation meetings may involve providing input on corporate and tax-related matters. Consultation sessions do not involve the preparation or issuance of any formal tax or legal opinion(s) intended to be relied upon by a third party or to avoid tax-related penalties. If you believe that a formal tax or legal opinion may be requested, please let us know so we can discuss that with you and prepare accordingly. Any formal tax or legal opinion must be the subject of a separate engagement letter.

  1. Termination of Representation and Post-Representation Matters

Either you or Evans Law may terminate this engagement at any time for any reason by written notice, subject on our part to the applicable rules of professional conduct governing the legal profession. This limited-scope engagement will terminate automatically should you decide not to renew, as evidenced by your choosing not to pay us for the next quarter. After that time, Evans Law has no continuing obligation to represent you or advise you about future legal developments or changes in the law.

Although the Consultation Fee is a non-refundable fee, earned upon receipt, you may nevertheless terminate this engagement at any time, and in that event may be entitled to a refund of all or part of the Consultation Fee, based upon the value of the representation received up to the time of termination, based upon the actual time spent by Evans Law at Mr. Evans standard hourly rate of $495.

  1. Client Files; Electronic Communications; Storage of Information

We communicate from time to time with clients using mobile telephones, e-mail, and other means of electronic communication. Most of our Initial Consultation Meetings are conducted using online meeting platforms, for the convenience of our clients. We also store client information electronically. While we take reasonable precautions to prevent the inadvertent or unauthorized disclosure of client communications and information, no form of communication or information storage is 100% secure against unauthorized access. There is a risk of disclosure and loss of attorney-client privilege because these systems do not provide complete assurance of the confidentiality of the electronic information. If you would prefer that we not use one or more forms of electronic communication or data storage for your matter, please let us know, and we will do our best to honor your request.

Additionally, you authorize us to digitize all documents received in the course of this engagement and store your file only as electronic images, and to destroy the converted paper copy of any documents that you may provide to us or that we otherwise may obtain in the course of this representation, unless you expressly instruct us to keep or return to you the paper copy for a particular item or the paper document/property (e.g. photographs) has some intrinsic value that requires retention.

During the course of this representation, we may provide you with electronic copies of documents related to this representation. Keep these as they are being tendered to you as your file copy. Also, keep all emails sent to or received from the firm.   If we represent a business entity, the person authorized to enter into this agreement will be the recipient of one complete copy of the client file during the representation.  We will retain our copy of your file for five years, in electronic form, and then destroy it without further notice. You confirm that the email address you provide to Evans Law is one for which no one else is authorized to view the contents (to maintain attorney/client privilege) and is an address you check regularly.

  1. Succession Notification

The Firm’s goal is to provide you with excellent legal advice. I also want to protect your interests in the event of my unexpected death, disability, impairment, or incapacity. To accomplish this, as a sole practitioner, I have arranged with another attorney to assist with closing my practice in the event of my death, disability, impairment, or incapacity. In such an event, the assisting attorney will contact you and provide you with information about how to proceed, including returning to you any copies of any documents related to your matter that have not yet been sent to you.  The assisting attorney might not assume representation of my clients but will merely help notify clients of my inability to continue representing you and transitioning client matters to other attorneys, at your request.

  1. Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and Evans Law, PLC, and supersedes any and all prior or contemporaneous communications, representations, statements, and understandings, whether oral or written, concerning your consultation.