EVANS LAW, PLC
LIMITED SCOPE ENGAGEMENT AGREEMENT
We are pleased that you have engaged Evans Law, PLC, the law office of Randal T. Evans (“Evans Law”), for a limited scope legal consultation. By scheduling a legal consultation with our firm, you accept the Terms and Conditions of this Limited Scope Engagement Agreement.
1. Scope of Legal Services Provided by Evans Law
Evans Law provides legal services relating to organizational design and structure, board governance, nonprofit and tax-exempt organizations, and charitable giving. We work with business owners, families, organizational leaders, tribally-owned enterprises, 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, agreements, corporate policies and procedures, and other business transactions.
- Federal, state, and local tax matters involving nonprofits, tax-exempt organizations, charitable giving, and combinations 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 and general legal matters relating to organizational design, development, and operations. Evans Law will not formally 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 discuss with the Client options for affiliating with co-counsel for that matter.
2. Client Identity; Third-Party Participants
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 you are confirming that you have legal authority to bind the organization and to receive advice on its behalf. To engage our services on behalf of an organization, you must be a duly authorized representative of the organization.
If the Client is an organization, our advice is provided to the organization through its authorized representative(s) and not to any owner, director, officer, employee, board member, donor, family member, or affiliate in an individual capacity unless Evans Law agrees otherwise in writing.
This limited scope engagement does not extend to 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.
If you invite or permit a person who is not the Client or the Client’s authorized representative to attend or participate in a meeting or communication, Evans Law does not undertake to advise such person about that person’s individual legal situation. Please be aware that the presence of any such third party may reduce or waive the attorney-client privilege or other confidentiality protections as to that communication, and Evans Law may rely on your direction in allowing that participation.
3. Client Responsibilities and Control
You understand that Client controls Client’s legal matters and remains responsible for all objectives in these matters. Unless our written confirmation of the session or another writing from Evans Law states 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.
What a limited scope consultation can and cannot do. A consultation of this kind is designed to help you understand your situation, test assumptions, and evaluate options before committing to formal structures or documents. It has limits you should weigh before engaging us. Our advice will be based only on the information you provide and the time available; we will not independently verify facts, review documents beyond those you send in advance, or research questions outside the agreed scope. Once the engagement ends, we are not monitoring deadlines, filing dates, or changes in the law that may affect you. The alternatives to a limited scope consultation include a full-scope engagement with Evans Law on an hourly or fixed-fee basis, engaging other counsel, or proceeding without legal advice. By scheduling the consultation, you confirm that you have considered these limits and alternatives and that a limited scope consultation is what you want.
4. Fees and Billing
Our fixed fee for a limited‑scope consultation (“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 scope, duration, fee, and deliverables for a particular session are those stated in Evans Law’s written confirmation for that session; the terms of that written confirmation are incorporated into this Agreement. The Legal Consultation Fee includes only the initial consultation meeting and any other services or deliverables we agree to in the written confirmation.
Unless our written confirmation of the session or another writing from Evans Law states otherwise, additional time or follow‑up questions that you request beyond the initial consultation will be billed based on Evans Law’s then‑current hourly rates, as communicated to you at the time those additional services are requested.
The Legal Consultation Fee is a fixed fee that is earned when paid and deposited in Evans Law’s operating account rather than a client trust account. We treat it as earned on payment because, once your session is confirmed, we reserve the time, complete the conflicts review, and begin preparation and preliminary analysis for your matter, and we decline other work for that time.
You may end this engagement at any time. If you do, you may be entitled to a refund of all or part of the fee based on the value of the services provided up to that point. In determining that value, we consider the introductory conversation, the conflicts review, preparation and review of the materials you provide, preliminary analysis, scheduling, and any consultation already provided.
Any work beyond the consultation and included follow-up will be subject to a separate written agreement or written confirmation of the additional scope and fee.
If Evans Law engages outside counsel or contract attorneys in connection with additional services you request, such 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 Advance Fee Deposit (AFD) before commencing or continuing work. For limited scope engagements involving a fixed Legal Consultation Fee, no AFD is required. 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.
A person or entity other than the Client may pay some or all fees or charges relating to this engagement only if Evans Law agrees. Any such payment arrangement does not make the payor a client, does not give the payor any right to direct the representation, and does not entitle the payor to receive confidential information unless the Client consents and Evans Law agrees.
5. Cancellation
Please notify us at least 48 hours in advance if you need to cancel or reschedule your initial consultation by sending an email to randy@evanslawplc.com, calling us at 602-492-4930, or rescheduling or notifying us using the calendar booking page. If you cancel and choose not to reschedule, the refund provisions of Paragraph 4 apply, and the work described there is measured as of the date you notify us. As a general guide, a cancellation with less than 48 hours’ notice will usually mean that most or all of the preparation has been completed, and a cancellation with less than 24 hours’ notice or a missed session will usually mean the fee has been fully earned, except in an emergency. A rescheduled session carries no additional charge.
6. Fee Disputes
If you have any questions regarding our fee or a future invoice, please call or email us to discuss the matter. Any formal dispute regarding a fee, charge, or invoice should be promptly submitted in writing and identify the specific amount disputed and the reason for the dispute. If we cannot resolve the matter informally, we agree to submit the dispute to the State Bar of Arizona Fee Arbitration Program in Phoenix, Arizona, subject to the program’s then-current rules and both parties’ post-dispute written agreement. If the Program does not accept the dispute, or either of us declines to participate, the dispute may be brought in the courts named in Paragraph 15.
7. Conflicts of Interest
Before confirming a limited scope legal consultation, we review our records to confirm that the engagement does not present any conflict of interest.
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.
8. 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.
9. 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 at the conclusion of our session, unless our written confirmation of the session or another writing from Evans Law states otherwise. Upon termination of this engagement, Evans Law has no continuing obligation to represent you or advise you about future legal developments or changes in the law.
NOTE: Because this engagement ends at the conclusion of our session, or as otherwise stated in our written confirmation of the session, Evans Law is not monitoring deadlines or filing dates for or on behalf of the Client. See Paragraph 3 for additional considerations.
10. 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 legal consultations 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, all digital communications and information storage may involve risks of unauthorized access or disclosure, which in some circumstances could affect confidentiality or privilege protections. 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. (Paragraph 11 below addresses meeting recordings, transcripts, and summaries; Paragraph 12 addresses AI and other technology-assisted tools.)
You confirm that the email address you provide to Evans Law is appropriate for legal communications, is regularly monitored, and is accessible only to you and persons you authorize to receive such communications. You will promptly notify Evans Law of any change in access or suspected unauthorized access. These measures help protect the confidentiality of our communications and preserve the attorney-client privilege. Evans Law is available to discuss additional safeguards for particularly sensitive matters. If the address or device you use is owned or administered by someone other than you or the Client, such as an employer, a shared family computer, or a public network, please tell us so we can agree on a safer channel.
If something goes wrong. If we learn of a breach of our systems that involves, or is reasonably likely to involve, your confidential information, we will tell you promptly, explain what we know, and take reasonable steps to limit the harm. After this engagement ends, we retain your file as described below and continue to protect it under the same standards; if you would prefer that we delete particular materials sooner, tell us in writing and we will do so where our professional obligations allow.
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 representation, Evans Law may provide electronic copies of documents relating to your matter. Please retain these documents, along with all email communications to and from the firm, as your copy of the client file. If the client is a business entity, the individual authorized to sign this Agreement will receive one complete copy of the client file during the representation, unless we agree otherwise in writing.
We will retain our copy of your file for five years, in electronic form, and then destroy it without further notice, subject to any longer retention period required by applicable law, court rule, or professional guidance for particular types of matters.
11. Meeting Recordings, Transcripts, and Written Summaries
Our recordings. Evans Law may record the consultation session and use a secure transcription tool to produce a transcript and working notes, with client consent and when a client has requested a written summary of the session. We will inform every participant at the start of any meeting that is being recorded, and we will not record if any participant objects; in that case we will take notes by hand instead. We will not record any conversation without telling you.
What we keep. We retain any written summary that we prepare and our notes as part of your client file (see Paragraph 10). We delete any raw audio recording and any unedited machine transcript within 30 days after we deliver a written summary, unless you ask us in writing to keep or provide them, or a legal or professional obligation requires us to keep them. On request we will provide the transcript, if any, correct an error in a summary, or delete a transcript or summary, subject to those obligations.
Your own tools. Please do not record the session or run an AI notetaker, transcription service, or similar tool during our meetings without telling us in advance. Recordings, transcripts, or summaries that you or your tools generate are not reviewed by Evans Law and are not Evans Law’s advice; they will not be treated as a record of what we advised unless you provide them to us promptly for review. Because those materials sit outside our control, they also carry a real risk to confidentiality and privilege.
A caution about consumer AI tools. Conversations with a general-purpose AI assistant such as a consumer chatbot are not communications with a lawyer and are not protected by attorney-client privilege. A federal court has held that documents a client generated by discussing his legal matter with a consumer AI chatbot were not privileged, and that sharing privileged information with such a tool may waive the privilege over the original lawyer-client communications. Please do not paste our written summary, our emails, or the substance of our conversations into a consumer AI tool. If you want help thinking through what we discussed, ask us, or use a tool your own counsel has approved under terms that protect confidentiality.
Our written summary. Any written summary, outline, or follow-up memorandum we provide is a privileged and confidential attorney-client communication prepared for the Client’s internal use in this engagement. Sharing it within the Client’s organization with the people who need it to act on the advice does not waive the privilege. Sharing it with anyone outside the Client, including advisors who are not your lawyers, family members who are not the Client, or any AI tool, may waive the privilege and other confidentiality protections, so please ask us before doing so. Drafts, transcripts, or notes that we have not reviewed and sent to you are not our advice.
12. AI and Technology-Assisted Tools
Evans Law may use technology-assisted tools, including artificial intelligence tools, to assist with legal research, document review, organization, drafting, editing, transcription, and summarization. These tools support, but do not replace, the professional judgment of the lawyer responsible for your representation.
Evans Law may use client information with an AI tool only when, in our professional judgment, the tool and proposed use provide appropriate safeguards for the information involved. Unless we discuss and obtain any consent required for a particular use, Evans Law will not submit information that identifies you or could reasonably reveal confidential information about your matter to any AI tool whose terms permit the vendor or others to access, retain for their own purposes, disclose, or train on that information.
All AI-assisted work is subject to attorney review, independent legal judgment, and appropriate verification before it is relied upon or shared externally. Evans Law remains responsible for the legal services provided to you. For hourly fee engagements, we do not bill for time saved by using AI technologies, nor do we bill separately for ordinary legal research, AI, or other technology platforms or tools. We notify clients in advance and obtain written consent before incurring any client-specific charges for specialized research materials or tools.
If use of an AI tool would require your informed consent or otherwise materially affect the representation, Evans Law will discuss the proposed use with you as appropriate. Please notify us promptly of any instructions or concerns regarding the use of AI or technology-assisted tools in your matter.
13. Succession Notification; No Professional Liability Insurance
Our goal is to provide you with excellent legal advice. We also want to protect your interests in the event of an unexpected death, disability, impairment, or incapacity. To accomplish this, as a sole practitioner, Mr. Evans has arranged with another attorney to assist with closing the practice in the event of his death, disability, impairment, or incapacity. In such event, the assisting attorney will contact you and provide you with information about how to proceed, including returning to you any documents related to your matter that have not yet been sent to you. The assisting attorney might not assume representation of existing clients but will help notify clients of the inability to continue representing you and transitioning client matters to other attorneys (or continuing the representation) at your request. Please note that Evans Law does not carry professional liability insurance.
14. Electronic Records and Signatures
You agree that this Agreement and any related documents may be delivered, accepted, and stored in electronic form, and that electronic acceptance of this Agreement (including by scheduling a consultation through our online system, clicking to accept, paying the Legal Consultation Fee, or confirming by email) has the same legal effect as a handwritten signature. You consent to transacting business with Evans Law by electronic means, including receiving engagement terms, invoices, and other communications by email or through our online scheduling and billing platforms, unless and until you withdraw that consent by providing us with reasonable written notice.
15. Governing Law
You agree that this Agreement is governed by, and will be construed and enforced in accordance with, the internal laws of the State of Arizona. Each party consents to the exclusive jurisdiction and venue of the appropriate state or federal court located in Maricopa County, Arizona, over any dispute arising under this Agreement, except to the extent a fee dispute is submitted to and accepted by the State Bar of Arizona Fee Arbitration Program as described in Paragraph 6.
16. Entire Agreement
This Agreement, which incorporates by reference the terms described in our written confirmation of your session, 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 this engagement.