THE FRANCHISE FIRM LLP
WEBSITE ENGAGEMENT AGREEMENT
This Website Engagement Agreement ("Agreement") shall serve as the
terms and conditions of engagement between The Franchise Firm LLP (the
"Firm," "we", or "us") and the Client for the flat fee
services purchased on our website at www.thefranchisefirm.com (the "TFF Website"). The name you enter as "Client" on the TFF Website during your Account
Set Up will be the Firm's client or clients (collectively, the
"Client" or "You"), and the legal services selected for
purchase in the TFF Website Store (the "Services") will be the full
nature and scope of the Firm's representation (the "Representation").
This Agreement and the description of the Services purchased on the TFF
Website comprise the entire agreement between the Client and the Firm and
may not be modified or amended by past or future oral statements or by
course of conduct, but only pursuant to a writing signed by the Client and
the Firm.
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1.Professional Undertaking:The attorney signing the Agreement (the "Attorney in Charge") will
have primary responsibility for the representation of the Client, and may,
in his or her discretion, utilize the services of other attorneys and
legal assistants in the Firm to assist in performing the Services. If at
any time the Client has any questions concerning the utilization of other
attorneys or legal assistants, or any other matters, the Client should
contact the Attorney in Charge. If the Client is an entity, the Firm's
representation of that entity does not by itself make any of that entity's
constituent members (e.g., partners, members or shareholders) clients of
the Firm, nor does it signify that the Firm, either directly or
indirectly, owes any professional duty to any of those members,
notwithstanding that such member may be responsible for payment of the
Client's Financial Obligations to the Firm as an Additional Responsible
Party as described in Paragraph 5 below. Consequently, the Firm will not
be responsible, and will not be required to withdraw from representing the
Client, in the event that representation is, or might become, adverse to
the individual interests of any of the Client's constituent members.
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2.Credit Card Authorization:
By making the purchase of Services on the TFF Website, the Client agrees
to become obligated to the Firm for the payment of all fees charged and
costs incurred by the Firm (collectively, the "Financial Obligations"). The Client authorizes the Firm to charge for one-time Services
purchased on the TFF Website and to make regularly scheduled charges on
your credit card provided to us through our TFF Website payment portal. If
you purchase an ongoing monthly Service, you authorize us to charge the
agreed upon fee on an ongoing monthly basis on the first of every month
(with the applicable prorations) or on the same day as you purchase the
Services each subsequent month in our discretion. A receipt for each
payment will be provided to you, and the charge will appear on your bank
statement or credit card statement. You agree that no prior notification
will be provided by the Firm unless the monthly amount changes in which
case you will receive notice from the Firm ten (10) days before the charge
is made.
The fees charged by the Firm on the TFF Website are earned when paid
for the Services to be rendered by the Firm.
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3.Expenses and Costs:
The fees listed on the TFF Website do not include certain hard costs that
will be due to third parties for the Firm to perform certain of the
Services to be rendered including trademarks and FDD state registrations.
These expenses can include, without limitation, filing fees (such as USPTO
fees, state registration fees, state renewal fees, etc.). These fees may
vary. The Firm charges those expenses separately from our fees due to the
Firm for services rendered utilizing the authorized payment method on
file; however, the Firm may advance the expense and seek reimbursement
after the fact typically by ACH or through the Client's credit card on
file. The Client authorizes the Firm to pay for any or all of the expenses
related to the Services rendered with the form of payment (either ACH or
credit card) provided by the Client to the Firm. The Firm will provide the
Client with a receipt of any expenses incurred utilizing the Firm's form
of payment.
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4.Late Payments, Costs of Collection and Partial Invalidity :
If the form of payment provided by the Client is declined or if there is
insufficient funds, a monthly late charge will be added for late payments
of fees and/or costs. On the first day of each month the balance of any
invoice then unpaid for more than one (1) month will be subject to a late
charge of one-half of one percent (1%) per month, or 12% on an annual
basis, whether or not that charge appears on the Firm's invoices to the
Client. That rate may be adjusted from time to time. In the event that it
is necessary to institute legal proceedings to collect the Firm's fees and
costs, the Firm will also be entitled to a reasonable attorney's fee,
paralegal fees and charges and other costs of collection, even if such
services and costs are provided by the Firm. Any provision of this
Addendum which is unenforceable or invalid or the inclusion of which would
adversely affect the validity, legality or enforcement of this Addendum
shall be of no effect, but all the remaining provisions of this Addendum
shall remain in full force and effect.
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5.Responsibility for Payment:
The Client will be responsible to the Firm for all Financial Obligations
arising out of the services rendered by the Firm to the Client. However,
when the Firm is engaged to represent entities (whether currently existing
or newly created) that are closely held, whose principal assets are
leveraged, to be leveraged, are not readily marketable, or the continued
existence or value of which depends on the services that the Firm is being
engaged to provide, the Firm may seek to avoid any potential credit or
payment difficulties by requiring individuals that are involved in the
ownership of such entities to assume responsibility, on a joint and
several basis, for the Financial Obligations owed by the Client to the
Firm (the " Additional Responsible" Parties"). The Client (and the
Additional Responsible Parties, if any) shall be jointly and severally
liable for the Financial Obligations of the Client and for all services
rendered to any entity affiliated with the Client for which the Firm is
askedto provide services. If the Firm is required to testify, produce
documents or respond to other requests in connection with proceedings
commenced by third parties that relate to the Firm’s representation of the
Client, the Client (and the Additional Responsible Parties, if any) shall
be liable for the reasonable fees and costs incurred by the Firm.
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6.Client Expectations:
Unless the Firm has agreed otherwise in a writing signed by the Attorney
in Charge, the Client's responsibility for payment of its Financial
Obligations will not be contingent or in any way dependent on the outcome
of the representation or the results obtained. Unless otherwise agreed by
the Firm in writing, the Firm makes no commitment to the Client concerning
the maximum fees and costs that will be necessary to resolve or complete
the Services. Although the merits of the Client's position may be
emphasized and optimism concerning the likelihood of success may be
expressed, the Client understands that legal matters frequently take
courses that cannot be anticipated and can have outcomes that cannot be
predicted. Accordingly, the Client acknowledges that no guarantees have
been given by the Firm and that no statements made by any person on behalf
of the Firm may be relied upon by the Client concerning the outcome of any
matter.
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7.Choice of Law, Venue and Forum Selection:
This Addendum and the Accompanying Letter will be governed and construed
under Florida law. The Firm, the Client, and the Additional Responsible
Parties, if any, do hereby agree and consent that the State and Federal
Courts situated in Palm Beach County, Florida, will have exclusive
jurisdiction to adjudicate any claim, dispute and/or controversy of any
nature arising out of or relating to this Agreement or the legal services
provided pursuant thereto.
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8.Term and Termination:
This Agreement will commence on the Effective Date and continue 12 months
from the first Monthly Retainer payment (defined below) ("Term"). Unless
otherwise modified or terminated, this Agreement will automatically renew
on the anniversary of the Effective Date for additional 12-month periods
upon the same terms and conditions. Every Client has the right to
terminate the Firm's representation at any time and for any reason. The
Firm has the same right, and under certain circumstances it may be
required, to terminate its representation of the Client, upon reasonable
notice to the Client. Among the reasons for which the Firm may terminate
are: (i) nonpayment or repeated late payment of the Client's Financial
Obligations to the Firm after the Client has been notified that the Firm
intends to withdraw unless such Financial Obligations are paid timely,
(ii) the Client's breach or failure to comply with the terms of the Firm's
engagement, including the provisions of this Agreement, (iii) the Client's
failure or refusal to be forthright, cooperative and supportive of the
Firm's efforts, (iv) the Client's misrepresentation of, or failure or
refusal to disclose facts to the Firm which the Firm deems necessary for,
or relevant to, the engagement, (v) the Client's refusal to accept or
implement the Firm's advice, (vi) the Client's persistence in pursuing, or
having the Firm pursue, an objective which the Firm considers to be
criminal, fraudulent, actionable, repugnant or imprudent, (vii) discovery
of a conflict with another client of the Firm, and/or (viii) any other
reason permitted or required under the Rules of Professional Conduct that
govern the legal profession in Florida. Upon termination of the
engagement, either by the Firm or by the Client, the Client must sign all
papers and documents which the Firm believes necessary to accomplish its
withdrawal from the representation. Regardless of when or by whom the
representation is terminated, and until such time as all outstanding
Financial Obligations which are owed to the firm (whether billed or
unbilled) have been paid in full: (i) the Firm reserves the right, to the
extent permitted by law, to retain all of our files concerning the Client
and to hold all documents, monies, or other property of the Client then in
our possession; and (ii) the Firm will have a lien, to the extent
permitted by law, on all judgments, awards, damages or other assets or the
proceeds thereof and/or all other monies which are recoverable or
distributable to the Client as a result of any settlement, compromise, or
court or arbitration award then or thereafter obtained or achieved on its
behalf in the matter whether by Client, by the Firm, or by any other
attorneys who may succeed us in the matter. The Client must give the Firm
at least thirty (30) days notice to terminate any monthly retainer
Services for terminations without cause. The Client acknowledges that the
pricing for monthly retainer work provided is spread throughout the year.
However, the work provided is done when needed. Consequently, a true-up
fee will be charged equal to the monthly fees through the end of the
12-month term (the "Termination Fee"). If you terminate the Services, work
will stop at the end of the month of the termination. On the 1st business
day after the Retainer Package is terminated, the Client shall pay the
Termination Fee. Additionally, the Firm's work on Projects will stop on
the date of termination. There will be no refund of fees paid for pending
Projects.
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9.File Destruction:
At any time following the conclusion or other termination of the Firm's
representation of the Client with respect to a particular matter, the Firm
shall have the right, but not the obligation, to mail or e-mail notice to
the Client, at the Client's last known mailing or e-mail address, as
applicable, in the Firm's records, asking the Client to elect whether or
not the Client wants the Firm's files (or a designated portion thereof)
relating to that particular matter sent to the Client. If, within twenty
(20) days of the mailing or e-mailing of that notice to the Client, the
Firm has not received written (which includes e-mail) notification that
the Client has elected to have those files or designated portion thereof
sent to the Client, the Firm shall have the right, but not the obligation,
to destroy all or any portion of such files or designated portion thereof
and all or any portion of the contents thereof.
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10.Online Only:
This Agreement shall be applicable solely to Services purchased through
the TFF Website. Your Attorney in Charge may have different terms and
conditions of engagement for other legal services to be rendered through
other methods of payment including legal services that are traditionally
billed hourly. The signed engagement letter with the Firm for non-website
Services will control and govern the relationship with the Firm.
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11.Right to Reject:
You must set up an approved account on the TFF Website before gaining
access and purchasing any Services through our TFF Website Store. You
acknowledge and agree that all information provided is true and accurate.
We will use the account information provided to run a conflict check. If,
at any time before or during the Representation, we determine that, for
any reason, including a conflict with an existing Client, the Firm cannot
or chooses not to represent the Client, we reserve the right to reject and
refund any payments made through the TFF Website before the Services are
rendered. The Firm is committed to providing guidance as to the most
appropriate, creative, and straightforward solutions to Client's legal
needs. The Firm retains sole judgment as to whether the Firm has the
skills necessary to handle a particular issue. If the Firm determines that
it cannot handle an issue, the Firm will provide guidance and
recommendations on other law firms or professional service providers who
can help solve a particular issue. The following are non-exhaustive
examples of areas of law not provided by the Firm: (1) tax law; (2) patent
law; (3) public securities; (4) ERISA; (5) family law; and (6)
bankruptcy/creditors rights. The Firm's franchise and general counsel
representation is a national practice. For issues that arise in states for
which the Firm is not licensed, local counsel may be retained to assist
with state specific issues or questions.
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12.Federal Tax Advice:
The United States Treasury Department has issued certain Regulations
governing our ability to render written advice on federal tax issues,
which includes the federal tax treatment of an item of income, gain, loss,
deduction or credit, the existence or absence of a taxable transfer of
property, or the value of property for federal tax purposes. Please note
that as a result of such Regulations, any written advice provided to you
may not be used or relied upon by you for the purpose of (i) avoiding
tax-related penalties that may be imposed by the Internal Revenue Service,
or (ii) promoting, marketing or recommending to another party any
tax-related matters addressed herein, unless the author of such advice
should specifically provide in writing that it is intended to be a
"reliance opinion" or a "covered opinion" as such terms are defined under
applicable Treasury Regulations.
I [INSERT NAME] agree to these Terms & Conditions set forth in the Agreement
and authorize the Firm to charge my credit card for agreed upon Services
purchased through the TFF Website. I understand that my information will be
saved to file for future transactions on my account. I specifically
authorize the appropriate ongoing, monthly payments be made on the credit
card on file pursuant to the terms of this Agreement as well as for costs
and expenses related to the Services purchased including filing fees. I
agree that I will be responsible to timely update the Firm with new payment
information.
