General Terms of Engagement for Legal Services

(these “Terms”)
17 February 2023

1. Introduction

1.1. Andersen Law LLC (“we,” “our,” “us” or the “Firm”) appreciates your selection of the Firm to represent you. The purpose of this document is to provide you with important information about the scope of our engagement, our fees and billing policies, and other matters that will govern our relationship.

1.2. Except to the extent expressly modified by the retention letter(s) that we enter into with you (collectively, the “accompanying retention letter”), this document sets forth the conditions of our engagement as your counsel. These terms, as in effect from time to time, will be an integral part of our agreement with you.

1.3. These terms are subject to prospective modification by the Firm from time to time. Any such modification(s) will take effect with respect to a given client five (5) business days after that client receives notice of the modification(s) (by letter, facsimile or e-mail transmission), unless such client terminates our engagement within that time.

2. Scope of Our Engagement

2.1. The accompanying retention letter describes the work we are to perform on your behalf. We encourage you to review the letter (with independent counsel, if you wish) and to discuss with us any questions you may have concerning the scope of our services. If at any time you wish to supplement or amend the scope of work described in the accompanying retention letter, please let us know.

2.2. Our acceptance of this engagement does not constitute an undertaking to represent you or your interests in any other matter. If you should seek our advice in any future matters and if we agree to undertake such representations, these terms (as modified from time to time) shall apply to such future matters except to the extent otherwise agreed to in writing.

2.3. We will at all times act on your behalf to the best of our ability and in conformity with applicable laws, rules and regulations. During our representation, you may seek our professional opinion regarding the likely outcome of your legal matters. Any such opinions (solicited or otherwise) on our part concerning such possible outcomes are expressions of our best professional judgment, but are not guarantees.

2.4. We represent only the person or entity that is specifically identified in our accompanying retention letter and not any “related party” with respect to that person or entity. As used in this paragraph: (i) with respect to a natural person, a “related party” includes a spouse, domestic partner, other family member or an entity controlling, controlled by or under common control with such person or such related party; and (ii) with respect to an entity, a “related party” includes any other entity controlling, controlled by or under common control with the first entity, as well as any officer, director, employee, consultant, manager, shareholder, member, partner, co-venturer, fiduciary or beneficiary of either such entity.

3. Conflicts of Interest

3.1. Before we begin representing a client, we investigate whether there are any conflicts of interest that would interfere with our representation of that client's interests. Should we determine in the course of our representation that such a conflict has arisen, we will promptly notify you. We similarly ask you to notify us if you become aware of any potential conflicts of interest. If either you or we conclude that our representation should or must be terminated, we will do our best to protect your interests by assisting in providing a smooth transition to new counsel.

3.2. By countersigning the accompanying retention letter, you agree that we may represent another client with interests adverse to any such affiliate or related person or entity without obtaining your further consent. Whether we will do so will depend on several factors, including the jurisdiction in which the representation will be undertaken and whether (i) the adverse matter is the same as, or substantially related to, the matter on which the Firm is representing you; (ii) there is a risk of adverse use or unauthorized disclosure of confidences or secrets obtained during our representation of you; (iii) the representation likely will have a material adverse effect on your financial condition; or (iv) the other client would be adverse to a person or entity which is your “alter ego.”

3.3. The Firm provides a variety of legal services to clients around the world. These services include legislative and administrative representation on matters that may affect your interests, directly or indirectly. Therefore, as a condition of our undertaking to represent any client on a particular matter as described in our accompanying retention letter, we ask each of our clients to waive objection to any conflict of interest that might be deemed to be created by our representation of other clients in legislative or administrative policy matters that are unrelated to the specific representation we have been asked to undertake on their behalf. Your waiver will permit us to represent another client in advocating a change in law or policy in areas such as environmental or business regulation, international trade, health care, or taxation, even if the policy we advocate would or might have a direct or indirect adverse impact upon your interests.

3.4. It is also possible that some of our current or future clients will have disputes with you during the time we are representing you. We therefore also ask each of our clients to agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter (such as litigation, a disputed proceeding, transactional work or an intellectual property matter) that is not substantially related to our work for you, even if the interests of such clients in those matters are directly adverse to yours. We agree, however, that your prospective consent to conflicting representation shall not apply in any matter that is substantially related to the subject matter of our representation of you. We will treat matters as “substantially related” (and therefore not subject to your prospective consent) if they involve the same transaction or legal dispute in which we were engaged on your behalf, or if there is a substantial risk that we have obtained from you any sensitive, proprietary or other confidential information of a non-public nature that, if known to the other client, could be used by such client to the material disadvantage of your interests in the other matter. In all cases, we will exercise our best professional judgment and due diligence to ensure that the confidentiality of all non-public information that you provide us is protected and that any new representation will not impair our ability to represent you zealously in the matters in which we are engaged on your behalf.

3.5. Your countersignature of the accompanying retention letter will constitute your agreement to the waivers requested in this section.

4. Communications

4.1. Communications between you and lawyers of the Firm will not be entitled to protection under the attorney-client privilege unless and until the Firm has been formally engaged through the accompanying retention letter.

4.2. Communications between you and lawyers of the Firm may not be privileged or confidential, respectively, to the extent provided under applicable law.

4.3. Communications from lawyers of the Firm to you may not be treated or relied upon by you as legal advice unless and until the Firm has been formally engaged through the accompanying retention letter. Statements or writings by lawyers of the Firm, if not directed exclusively to you, may not be treated or relied upon by you as legal advice.

4.4. Communications between you and lawyers of the Firm may be recorded, regardless of notice in the particular instance, to facilitate further action on your behalf by the Firm or for internal purposes. Your countersignature of the accompanying retention letter constitutes your advance consent to such recording for such uses. Nothing in this paragraph should be construed as limiting your entitlement to privileged or confidential treatment of your communications with lawyers of the Firm (subject to the remaining provisions of this section).

4.5. Whenever we request a receipt from you (electronically or otherwise) for a communication we send you, you agree to furnish the same to us promptly.

4.6. It may be necessary or appropriate for the Firm or Firm lawyers to consult (at the Firm’s own expense) with the Firm’s own external counsel regarding our rights and responsibilities concerning the Firm’s engagement by you and any claims you may bring in connection therewith. By your countersignature of the accompanying retention letter, you consent to such consultations, waive any conflict of interest or claim of attorney-client privilege or breach of confidentiality that may result therefrom, and acknowledge that such consultations are protected by our (and not your) attorney-client privilege.

4.7. The Firm’s policies regarding client privacy and confidentiality, as in effect from time to time, can be found on our website.

4.8. Your countersignature of the accompanying retention letter will constitute your agreement to waive any claim to privileged or confidential treatment, or any claim of justifiable reliance, under the circumstances described in this section.

5. Provision of Legal Services

5.1. Your representation will be carried out or supervised by the principal attorney specified in the accompanying retention letter. Subject to the principal attorney's supervision, other lawyers, in-house or contract specialists and consultants, and/or legal assistants (paralegals) in the Firm may perform services on your behalf. The staffing decisions are made by the principal attorney identified in the accompanying retention letter with the objective of rendering timely and cost-effective services to you. Whenever practicable, we will advise you of the names of those attorneys, specialists, consultants and legal assistants who work on your matters.

5.2. The Firm retains and reserves its intellectual property rights in the communications, documents and other materials produced by us in the course of your representation.

6. Fees and Disbursements

6.1. Fees for services rendered will be set as set forth in the accompanying retention letter, subject to conforming to the reasonable value of those services as determined in accordance with the codes of professional responsibility for the jurisdictions in which we practice. In the case of fees computed on an hourly basis, such fees will be based primarily on our standard hourly billing rates in effect at the time the work is performed and the numbers of hours worked. Each attorney, specialist, consultant and legal assistant (paralegal) is assigned a standard hourly billing rate, based on the person's experience, years of practice, special expertise, and professional achievement; such rates are subject to periodic revision by the Firm.

6.2. Activities for which a client will be charged includes, among other things, telephone and office conferences with the client, witnesses, consultants, court personnel and others; conferences among our legal personnel; factual investigations; legal research; preparation of responses to clients' requests for us to provide information to their auditors; drafting of letters, pleadings, briefs, memoranda and other documents; travel time; and time in depositions, other discovery proceedings and in court. We record and charge our time in minimum units of one quarter (1/4) of an hour.

6.3. We are sometimes requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible we will furnish an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed fee quotation. All estimates are subject to unforeseen circumstances and are by their nature inexact. This paragraph does not apply to matters subject to a “Special Fee Arrangement” (within the meaning of the accompanying retention letter, if such an arrangement is set forth therein) where a fixed fee has been expressly agreed to by you and the Firm.

6.4. Unless otherwise expressly agreed in the accompanying retention letter, the obligation to make timely payment of our fees and expenses is not contingent on the outcome of the representation.

6.5. In addition to our fees for legal services, we also charge separately for certain costs and expenses incurred in performing those services. These expenses may include costs of photocopying, messenger and delivery service, computerized research, travel, long-distance telephone calls, telecopying, filing fees, staff overtime expenses and other similar costs and expenses. These items will not be charged at more than our direct cost for them (subject to any disbursement retainers agreed in the accompanying retention letter). In certain cases, we may require that the costs of third-party assistance (approved by you) be paid directly by you to the third party.

6.6. We reserve the right to make (at your expense) and retain copies of all documents or electronic records generated or received by us in the course of our representation. When you request documents or electronic records from us, or if we receive from a government agency or a third party a summons or subpoena requiring us to provide documents, electronic records or testimony relating to work we performed for you, the time spent in complying with any such request, summons or subpoena will be billed to you at our standard hourly rates, along with the costs of any out-of-pocket expenses we incur.

6.7. Absent written agreement with you to the contrary, we will return all executed “wet” original documents to you as soon as practical.

7. Billing Arrangements and Terms of Payment

7.1. Except to the extent that other arrangements are agreed between us, we will bill you on a regular basis, ordinarily each month, for both fees and expenses. We generally send our statements in the month following the month to which the bill relates. Our statements are payable upon presentation. If any monthly statement is not paid in full within thirty (30) days of its date, then we may assess a late charge on the unpaid balance at the rate of 1.0% per month until full payment is made.

7.2. In the accompanying retention letter, we may ask for an “advance payment” (which we sometimes refer to as a retainer or a deposit) against which we will charge our fees and expenses. Such advance payments are not refundable unless mutually agreed otherwise by you and the Firm, and may be subject to periodic replenishment by you, if so provided in the accompanying retention letter. Agreed-upon amounts for monthly representation or for specific assignments are not considered advance payments.

7.3. We will notify you promptly if your account becomes delinquent, and you agree to bring the account or the advance deposit current when so notified. If the delinquency continues and you do not arrange satisfactory payment terms, we reserve the right to postpone or defer providing additional services or to withdraw from the representation and pursue collection of your account. If collection activities are necessary, you agree to pay to us any costs we may incur in collecting the debt, including court costs, filing fees and a reasonable attorney's fee.

8. Termination of Representation

8.1. The attorney-client relationship will terminate upon our completion of any services that you have retained us to perform. Although in many cases there will be an event or a communication that clearly signifies the termination (or non-termination) of a matter, in the absence of any such clear indicia we may deem a matter to be terminated if we have not provided any professional services relating to the matter for a six (6)-month period. We hope, of course, that you will thereafter choose to retain the Firm to perform further or additional services, in which event our attorney-client relationship will be re-established subject to these terms, as they may be supplemented at that time.

8.2. You may terminate our representation of you at any time, with or without cause, by notifying us. If such termination occurs, upon your request, we will promptly return to you any papers or property that you have given to us, subject to our rights, where permitted by applicable rules of professional conduct, to retain such papers or property as security for the payment of any outstanding fees, costs or expenses. We will retain our own work-product pertaining to the case for a reasonable period of time after such termination. It is our general policy not to retain copies of files or other records relating to an engagement for more than six (6) years after completion of the services you have asked us to perform. Thereafter, unless the client tells us otherwise, we reserve the right to destroy those files at our discretion without further notice, but shall not be obligated to do so. If you want us to keep files for a longer period of time, destroy them sooner, or return them to you, please let us know.

8.3. We are subject to the rules of professional responsibility for the jurisdictions in which we practice, which list several types of conduct or circumstances that require or allow us to withdraw from representing a client, including nonpayment or non-timely payment of our fees or costs, misrepresentation of or failure to disclose material facts, action contrary to our advice, failure to cooperate with us, conflict of interest with another client or, if in our judgment, any fact or circumstance would render our continuing representation unlawful or unethical. If withdrawal ever becomes necessary, we will take all reasonable measures to ensure a smooth transition to new counsel. Your acceptance of the accompanying retention letter constitutes your agreement not to contest our motion to withdraw from any court or administrative proceeding in these circumstances so long as we have complied with the applicable rules for withdrawal in that jurisdiction.

8.4. Termination of our services will not affect your responsibility for payment for legal services rendered and costs and expenses incurred before termination and in connection with an orderly transition of the matter. Any efforts after such termination to collect amounts owed to us shall not extend or revive the Firm’s terminated attorney-client relationship with you.

9. Disputes

9.1. It is always our goal to provide our clients with sound advice and excellent service. If any issues arise between you and the Firm that are not resolved through discussions with the attorneys who are handling your matter, please let us know promptly and we will make every effort to address your concerns. If we are unable to resolve the matter through mutual discussions, we will explore with you whether the matter might be resolved through mediation or another form of alternative dispute resolution.

9.2. In jurisdictions having specific arbitration procedures or tribunals that relate solely to disputes concerning the reasonableness of legal fees, you may elect to invoke those procedures and/or bring the matter before that tribunal. In particular, in certain situations you may have the right to arbitration of the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of the State of New York, a copy of which will be provided to you upon request.

9.3. In the event that any disputes relating to our services (including but not limited to any claims relating to reasonableness of fees, professional negligence or malpractice) are not resolved through any of the foregoing mechanisms, your acceptance of the accompanying retention letter constitutes your agreement to be subject to the jurisdiction of the courts of the Commonwealth of Massachusetts, which shall be the exclusive forum for resolving any such disputes. Interpretation and enforceability of the accompanying retention letter and these terms shall be governed by the law of the Commonwealth of Massachusetts (exclusive of its choice of law rules), and the standard of care owed by the Firm shall be governed by such law. The agreements in this paragraph are intended to provide both the Firm and its clients with uniformity and certainty regarding the governing law and dispute resolution process, notwithstanding any inconvenience or added expense resulting from the choice of forum.