ENGAGEMENT MEMORANDUM
Click here for engagements prior to 5/24/24
This engagement Memorandum is binding and is a part of the Engagement Letter sent to our Client.
1. Description and Scope of Representation
- Our Relationship: The Engagement Letter, its enclosed Engagement Details and this Engagement Memorandum explains your relationship between The Gabriela Noemi Smith Law Firm, PLLC DBA “GNS LAW” (the “Firm”) and the Client named in the Engagement Details in your Engagement Letter. The engagement commences when the Engagement Letter has been signed and any advance deposit has been received, or earlier, if the Firm accepts to being representation prior to receiving the advance deposit.
- The Client: The Firm is being retained by the individual or company described in the Engagement Details (the “Client”) to provide the services detailed in the Engagement Details.
- Limitations:
- Firm’s representation will be limited to the entity or person(s) mentioned in the Engagement Details, even though in certain instances the payment of the fee may be the responsibility of others.
- The Firm’s representation of a corporation, partnership, joint venture, trade association, or other entity does not include a representation of the interests of individuals or entities that are shareholders, directors, or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or joint venture; or members of a trade association or other organization. In the case of such representation, the Firm’s professional responsibilities are owed only to the person or entity that is the Client and there is no attorney– client relationship between the Firm and such related person or entity.
- Firm Team: The Client authorizes the Firm to employ such other persons or vendors that it deems necessary for the proper handling of the case, including co–counsel and contract attorneys who have a relationship with or work for the Firm.
- Ultimate Success: The Firm is not permitted to make, and does not make, representations as to the ultimate success of the legal matters subject to this engagement; similarly, the Firm does not guarantee or warrant any particular results.
2. Fees and Advance Deposits
- The fees are detailed in the Engagement Details.
- Hourly rates are subject to change on a calendar year annual basis by at least 3%. Updated fees will be shown on the invoices. The client has the responsibility to review invoices.
- Late payment fees apply to any payments not received within 60 days from the date of an invoice. The late payment fees are 12% per year of the total unpaid amount.
- If the engagement requires an advance deposit, all such advance deposits are held in the Firm’s “Interest on Lawyer Trust Account” (“IOLTA“), and the advance deposit is held there until it is earned by the Firm.
- When Fees are Earned:
- In hourly projects, the fee is earned upon the attorney entering time on our billing system.
- In Flat Fee Projects:
- Entity formation projects fees are earned when the filing is submitted to the secretary of state or intermediary.
- For other projects, a timeline for earning the fee will be outlined in the Engagement Details. If not included in the Engagement Details, the fee is earned on an hourly basis as the work is performed.
3. Billing and Payment
- The Firm will provide a monthly statement stating a description of all work performed.
- Full payment is due on receipt of the statement for current fees and expenses.
- If there is any balance past due, the Firm may discontinue providing services and will resume upon full payment of any balance.
- If the Client desires to dismiss the Firm, it is understood that the Client agrees to pay all fees, costs and expenses incurred on the Client’s behalf, up to and including the date of dismissal.
4. Termination of Representation
- The Firm may withdraw from representation in this matter at any time if the Client or the Client’s representatives: (1) render it unreasonably difficult for the Firm to carry out its engagement, (2) insist that the Firm engage in conduct that is contrary to the judgment and advice of the Firm, or (3) fail to cooperate and comply fully with all reasonable requests by the Firm on any matter encompassed by or made the basis of this document.
- The Firm may withdraw from representation for non–payment of fees and expenses, and as permitted by the applicable rules.
5. Conflicts of Interest
- Each request for legal work is subject to a previous conflict check to ensure that the Firm does not have a conflict as per applicable ethics rules.
- In the event a conflict arises involving the Firm’s representation of the Client, we will disclose such conflict and determine if the conflicts can be waived.
- If waiver is not an option, the Firm will recuse itself from involvement with respect to the particular matter creating the conflict.
6. Confidentiality; Communication; and E–Mails
- Communications between an attorney and a client are confidential communications as provided by applicable law.
- If the communications between an attorney and a client are properly protected, then the communications can be kept from third parties except in rare circumstances.
- Because of this statutory privilege, it is extremely important that the Client exercises great care and caution about discussing with anyone outside the Firm the legal matters the Firm handles pursuant to this engagement. Such discussion could prejudice the effectiveness of the Firm’s representation, and can destroy the confidential nature of our communications with the Client.
- We may communicate with each other via email. The Firm may transmit information, including confidential information, by email unless the Client requests us not to. The Firm cannot guarantee the confidentiality of information in using systems such as emails, telephones and the internet. Should the Client choose limit the use of one or more of these communications systems, please notify the Firm.
7. Notice to Clients
The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s Office of Chief Disciplinary Counsel will
provide you with information about how to file a complaint. Please call 1–800–932–1900 toll–free for more information.
8. Joint Presentation if more than one Client is Listed in the Engagement Details and Waiver of Conflict of Interest
At this moment, based on our discussions, it appears that there is no conflict of interest between each Client, and that each of you has the same objectives and goals in mind. It is possible that in the future you may develop disagreements and differences.
If differences develop, the Firm will not be able to advocate for each of you and will not side itself with one or the other, and in that case the Firm may have to withdraw from representation. In that case, each of you will need separate new counsel. Right now, you should consider that if you envision disagreements and/or conflicts among you, you should consider hiring separate lawyers.
9. Client Representations Regarding Compliance with U.S. Government Restrictions
The Client hereby represents and warrants that neither the Client nor any of its affiliates, directors, officers, employees, or agents are persons or entities (collectively “Persons”) that are, or are owned or controlled by Persons that are:
- On any list of Persons with whom transactions are restricted or prohibited by the United States Government, including but not limited to the U.S. Department of Commerce’s Consolidated Screening List, which includes the Entity List, Denied Persons List, and Unverified List.
- On the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or any other list maintained by the Office of Foreign Assets Control (OFAC).
- Otherwise designated by the United States Government as a Person with whom U.S. persons may not engage in transactions.
The Client further agrees to promptly notify the Firm if the Client or any of its affiliates, directors, officers, employees, or agents becomes listed on any such restricted or prohibited list during the term of this engagement.
The Client acknowledges that the Firm reserves the right to immediately terminate this engagement if it determines, in its sole discretion, that the Client has become subject to any U.S. Government restrictions as described above.
10. Corporate Transparency Act
The Firm hereby informs the Client that it will not undertake any filings or compliance activities required under the Corporate Transparency Act unless specifically requested and agreed to as part of the engagement. The Client acknowledges that it is its responsibility to ensure compliance with all applicable requirements under the Corporate Transparency Act unless otherwise explicitly stated in a written agreement with the Firm. Should the Client require assistance with Corporate Transparency Act filings, such services must be separately requested and will be subject to additional fees and terms.