ENGAGEMENT MEMORANDUM

1. Description and Scope of Representation

  • The Engagement Letter together its enclosed Engagement Details and this Engagement Memorandum explains your
    relationship between The Gabriela Noemi Smith Law Firm, PLLC DBA “Gabriela N. Smith, Legal Counsel | Asesora Legal”
    (the “Firm”) and the Client named in the Engagement Details in your Engagement Letter.

  • 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.

  • 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 attorneyclient relationship between the Firm and such related person or entity.

  • The Client Client authorizes the Firm to employ such other persons or vendors that it deems necessary for the proper
    handling of the case, including cocounsel and contract attorneys who have a relationship with or work for the Firm.

  • 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 for this specific matter are detailed in the Engagement Details.
  • Hourly rates are subject to change typically on a calendar year annual basis and with prior notice to the Client.
  • 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. If applicable, 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. Interest will be charged at the rate of eighteen
    percent (18%) per annum on any balance more than thirty (30) days past the invoice date.

  • 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 nonpayment of fees and expenses.

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 EMails

  • 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 18009321900 tollfree 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.

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