| (Assets
contributed to the Company for purposes of capitalization may be
any physical object (such as equipment) as well as any intellectual
property including the Company’s proposed business model,
database architecture, business plans, power point presentations,
pro-forma financial statements and projections, marketing strategies,
customer and prospect information, business methods, marketing methodologies,
back office systems and procedures, inventions, patents, copyrights,
trademarks, service marks, trade names, fictitious business names,
trade secrets, or know-how, Web sites, URL domain names, shop rights,
use rights and other rights in connection thereto.) |
It
is important for you to understand that our client will be the
Company, rather than the Company’s management or stockholders
individually. There are often areas in which the interests of
the shareholders are not necessarily the same as those of the
Company itself. We are not able to represent or fully advise the
shareholders in cases where its interests may conflict with those
of the Company, and consequently we recommend that founders secure
their own tax and legal counsel in connection with the arrangements
they may wish to make in structuring their individual estate and
financial plan. Your signature below will indicate that you understand
and accept our role as described above, and waive, for the purpose
of our engagement, any conflict that may exist between you personally
and the Company.
All communications
from our clients are held in the strictest confidence and are
protected from disclosure under the law relating to the attorney-client
privilege. It is important that you provide us with the full disclosure
of all facts and circumstances surrounding your business in order
to enable us to provide the most complete, accurate, and helpful
advice.
Our time
is recorded in tenth-of-an-hour increments. Our out-of-pocket
expenses for overnight mail, filing fees, expert witnesses, court
reporters, etc. are billed separately, or where large amounts
are involved we may request an advance. Before starting any new
engagement involving a large expenditure of time, we will be available
to discuss your objectives and provide our best estimate of the
possible range of fees. Again, do not hesitate to call us at any
time regarding our billing procedures. There will be no charge
for the time required for us to discuss your comments and answer
your questions relating to our billings and the value of our services.
In the unlikely
event that a dispute should arise related to or concerning our
representation that we cannot promptly resolve between us, we
expect any such dispute to be handled by binding arbitration as
follows: a dispute based upon or arising out of our engagement,
this letter agreement and/or performance or failure to perform
services (including, without limit, claims of professional negligence)
shall be subject to binding arbitration to be held in San Francisco
County, California. Judgment on the arbitrator’s award shall
be final and binding and may be entered in any competent court.
BY AGREEING TO ARBITRATE, ALL PARTIES ARE WAIVING ANY RIGHT TO
A JURY TRIAL.
Please indicate your acceptance of these terms, by printing out
this page and signing it in the space provided below, and return
the signed copy to us by fax at 415.765.7200 to the Attention
of Stuart Hays.
We will commence
the incorporation of your company immediately upon receipt of
$1,500 retainer payable via credit card. After submitting the
form you will be given a link to Pay Pal to pay a retainer fee.
For more information,
please contact Stuart Hays at 415 765.7144.
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