Terms & Conditions 

1. As used in this Agreement, “PCC” means CPLS, P.A. d/b/a Private Corporate Counsel, the word “Client” means the Client listed on the pages hereof, the word “parties” refer to both the PCC and Client together. 

2. Requests from Client. Before PCC is obligated to provide any specific services, Client shall make a request in writing to PCC via email to Client’s designated attorney (“Designated Corporate Counsel” or “DCC”) describing the services requested. The DCC will respond to Client to verify and clarify the scope of work and inform client of whether or not the work is covered by this Agreement. If the scope of work is not specifically covered by this Agreement, the DCC will inform Client so that Client can choose whether to proceed on with PCC charging its discounted rates and fees per this Agreement. 

3. Client’s Representations. Client has the continuing responsibility to provide PCC with a fair and complete disclosure of all facts that relate to the issues it communicates with PCC about, and to be truthful in communicating with PCC. Client shall supply PCC with all documentation, materials, and information in Client’s possession, and/or under Client’s care, custody, or control that relate directly or indirectly to the matters it asks PCC to work on. Client shall keep PCC apprised of all developments in the matter, cooperate with PCC in all ways pertinent to the matter, and be reasonably available to attend meetings in PCC’s offices or elsewhere at PCC’s direction, court appearances, if applicable, and all other proceedings related to the matter. 

4. Attorney Fees and Costs for matters not specifically listed on page 1. 

a. Discount of 10%. Professional fees for matters not specifically listed on page 1 shall be discounted by 10%. PCC may require a Minimum Nonrefundable Fee or Trust Retainer for professional services not specifically listed on page 1 as included for no charge. In contingency fee cases, the 10% discount is from the contingent fee sum to be paid by client, not from the percentage of the recovery; example: If contingent fee sum to be paid by client is $10,000, then the payment is reduced by 10% to $9,000. 

b. Minimum Nonrefundable Fee. If a minimum nonrefundable fee is requested by PCC, the minimum nonrefundable fee will be deemed compensation to PCC for its willingness to assume the responsibilities of the Matter, and no part of this fee is subject to refund regardless of settlement or other conclusion of Client’s case. 

c. Trust Retainer. If a trust retainer is requested by PCC, the amounts paid will be deposited into PCC’s IOTA trust account and PCC will transfer funds from Client’s trust account to PCC’s operating account for services rendered and costs incurred periodically throughout the representation, and provide Client with an invoice detailing the fees and costs. Client cannot use a credit card to pay a fee trust retainer. Within thirty days after closing Client’s file, PCC shall return to Client any amounts not used for fees earned or costs incurred. Any interest earned on funds deposited in the trust account will be automatically withdrawn by the Drawee Bank and forwarded to the Florida Bar Association as required by the Florida Supreme Court and the Florida Bar Association’s rules and regulations governing the management of trust/escrow accounts. 

d. Fees in Excess of Minimum Nonrefundable Fee or Trust Retainer. If the time expended by PCC or affiliated attorneys, law clerks, or paralegals, or the costs incurred exceed that which is covered by the minimum non-refundable fee or trust retainer, at the hourly rates outlined hereunder, Client shall pay PCC at the hourly rates described in this Agreement, as billed. PCC, at its option, may require replacement of the minimum nonrefundable fee or trust retainer for representation beyond the fees and costs covered by the minimum nonrefundable fee or trust retainer provided for herein and paid. Any additional amounts requested and paid shall also be nonrefundable if the initial fee was non-refundable. 

e. Hourly Rates and Definition of Timekeepers. PCC’s normal hourly rates and timekeepers are included in Schedule A, attached hereto and incorporated in this Agreement. 

f. Review of and Changes to Hourly Rates. The hourly rates are subject to review and change by PCC on a periodic basis. Prior to invoking any change, PCC shall give Client thirty day notice, and Client is presumed to have agreed to the new rates, unless Client discharges PCC within that thirty day period, or PCC and Client otherwise agree. 

g. Computation of Time. Time for attorneys, law clerks, paralegals, legal assistants, and secretaries is charged in minimum increments of .1 hours (i.e., 6 minutes), except as otherwise agreed with respect to a specific task. 

h. Costs. Client shall reimburse PCC for all costs and expenses incurred in performing services for Client. Costs and expenses may include office photo copies ($.25 per page), travel expenses (e.g., IRS mileage rate for given year, if by auto; actual cost if otherwise; parking, meals, and hotel accommodations, hourly fees for travel time), messenger and other delivery fees, postage, computer research, outside research services, outside photocopying and other means of reproduction, word processing charges, computer time, process server fees, filing fees, all court and public agency charges, court reporters’ fees, transcript transcription fees, and experts’ and consultants’ fees. PCC may, at its sole discretion, pay a portion of the costs associated with the Client’s matter and bill the Client. Cost Retainer. Client shall pay a cost retainer if requested by PCC, to cover costs associated with its representation. Client cannot use a credit card to pay the cost retainer. The cost retainer shall be deposited into PCC’s trust account and PCC shall withdraw only amounts that are due for costs incurred under this Agreement from time to time; however, if the Client has an outstanding fee balance, PCC may use these funds to pay those fees incurred prior to any costs being paid. Any other withdrawals will be at the Client’s or Court’s direction. Within thirty days after closing Client’s file, PCC shall return to Client any amounts not used for fees earned or costs incurred. Any interest earned on funds deposited in the trust account will be automatically withdrawn by the Drawee Bank and forwarded to the Florida Bar Association as required by the Florida Supreme Court and the Florida Bar Association’s rules and regulations governing the management of trust/escrow accounts. 

i. Estimates of fees and/or costs. Client acknowledges that although PCC may, from time to time, for Client’s convenience, furnish Client with estimates of the amount of fees and/or costs that PCC may anticipate will be charged and/or incurred with respect to services that will be performed under this Agreement, the estimates are by their nature inexact and are not binding on either PCC or Client. 

j. Billing. If the minimum nonrefundable fee does not cover the time expended by PCC’s timekeepers, or if the normal hourly rate is applicable, PCC will periodically send Client a statement for fees for services rendered and costs incurred. Client shall pay fees or 

reimbursements for costs within ten days of the date of the statement. Any statement not paid within this time is past due and PCC will assess the following late charges: the lesser of 1.5% per month or the highest interest rate allowed by law. If Client has any dispute about the amount of the statement, Client must advise PCC within ten days of the date of the statement; otherwise, Client will be deemed to agree to the amount of the statement and to have waived any objection to the amount due. 

k. Charging Lien. Any amounts owed by Client to PCC for fees charged and/or costs incurred and forwarded by PCC which have not been paid by Client or on behalf of Client shall be subject to an attorney’s charging lien against the Client’s file, all of Client’s recovery in the matter, all proceeds, funds, property, and all interest that Client has in any litigation or non-litigation matter handled by PCC for and on behalf of the Client. PCC may file a notice of charging lien in any court, quasi court, or administrative agency and/or notify any other party to any matter being handled by, or have been handled by, PCC on behalf of Client of such notice of charging lien. If PCC elects to file a notice of charging lien, it shall provide Client with a copy thereof and if the Client does not send PCC a written dispute of the amount within 15 calendar days of it being sent by PCC, PCC shall be entitled to have the charging lien reduced to a judgment for the amount of the lien, interest as provided above, and PCC’s attorney’s fees and costs, which it can execute against the Client independent of the matter handled by PCC for or on behalf of Client. 

l. Recovery of Attorney’s Fees and Costs from Opposing Party. In litigation cases, sometimes the Court will order the opposing side to pay part or all of a party’s attorneys’ fees and costs. The possibility of an attorneys’ fee award and its collection is unpredictable, and Client understands and agrees that Client is still personally responsible for the payment of the total fees and costs under this Agreement. PCC will credit Client’s account with any fees and costs amount actually collected from the opposing side. If PCC bills/charges/invoices client for less than the hourly rates listed on Exhibit A, for any reason whatsoever, and a Court, Arbitrator, Administrative Agency, or other deciding entity determines that Client is entitled to recover Client’s attorney’s fees, the hourly rate for the attorney’s fees would be the hourly rates listed in Exhibit A, or such rate as is determined by the court to be reasonable, whichever is higher. If the Court awards fees at a higher hourly rate than that paid by the Client, PCC shall be entitled to 100% of the fees awarded, less the amount actually paid by the Client. 

5. Termination of Representation. a) Client Termination. Client may, at any time, terminate PCC’s services upon written notice to PCC and PCC shall immediately after receiving such notice cease to render additional services unless required by the rules governing the practice of law in the state of Florida or a court of competent jurisdiction. Termination does not relieve Client of the obligation to pay the fees due for services rendered and costs incurred prior to termination and does not entitle Client to any refund of minimum non-refundable fees or flat monthly or annual fees paid. If PCC is required to continue to represent Client by any rule, law, or court order, the Client remains responsible for all fees and costs incurred in the continued representation of Client. The flat monthly or annual fee or minimum non-refundable fee, if applicable, paid by client is a non-refundable fee and PCC is not obligated to refund any amounts paid by Client. Client acknowledges that Client has been advised that if Client is in default over 60 days, Client’s account balance and status may be reported to the major credit reporting agencies. Termination Notice must be sent to Client’s DCC via email and to accounting@pcc.law. b) PCC’s Termination. PCC may, at any time, terminate its services to Client hereunder if Client fails to meet any of Client’s obligations and as permitted by the Rules Regulating The Florida Bar. c) Post Termination Obligations. In the event of the termination of representation, Client shall take all steps necessary to free PCC of all obligations to perform further, including without limitation, the execution of any documents necessary to complete PCC’s discharge or withdrawal. 

6. Forwarding Fee, Attorney’s Lien, and Right of Set Off. If PCC is required to forward Client’s file to another attorney or anyone else upon termination of representation, Client shall pay PCC a minimum administrative fee of $50.00 to cover the cost of processing the file and $.25 per page for each copy made and to be forwarded. PCC is not obligated to and will not forward the file, unless all fees and costs/expenses related to the file and the fee and costs for processing the file for forwarding are paid in full by Client. The Client also acknowledges that any proceeds of litigation, settlement, or disposition in the client’s favor for which Client may be entitled may be set off by any attorneys’ fees owed. 

7. Charging Lien and Judgment on Charging Lien. If the Client fails to pay as required by this Agreement, PCC may file a charging lien in any litigation in which it represents client or represented client for any outstanding amounts due to PCC and have the charging lien reduced to a judgment. 

8. File Retention Policy. All files that PCC maintains regarding Clients and their matters are stored electronically. All incoming and outgoing paper documents are scanned daily and added to these electronic files. After scanning, the paper documents are destroyed. The electronic file is PCC’s actual file relating to the Client and the Client’s matter. Any paper file kept by PCC is merely for the lawyers’ convenience while the case is open and any original paper documents are copied and scanned to the electronic file and returned to the Client or other person who gave them to PCC or filed with the Court. Any physical files are shredded from time to time, but the electronic files are maintained for 7 years after the paper file folders and contents are shredded. The electronic files are backed up regularly. All files that PCC maintains regarding Client and Client’s matter belong to PCC and not the Client, including both paper and electronic files. 

9. Automatic Renewals. This Agreement is for 1-year minimum from the effective date of this Agreement, and automatically renews at the end of the year, each year, unless Client notifies PCC of Client’s intent to terminate the Agreement within 30 days of the expiration date. Termination Notice must be sent to accounting@pcc.law. 

10. Disclaimer. Client acknowledges that PCC has not made any promise, prediction, or guarantee to Client concerning the outcome of the Matter, and nothing in this Agreement shall be construed as a promise, prediction, or guarantee, despite any statement PCC’s employees may or may not have made. 

11. Dispute Resolution. Any dispute between PCC and/or any of its affiliated lawyers and Client related to any issues pertaining to PCC’s and/or any of its affiliated lawyers’ representation of Client shall be mediated as a condition precedent to filing suit. The Parties shall choose a mutually acceptable mediator, and shall each pay one half of the cost of mediation.