Cease & Desist Letter Legal Services Agreement
Last updated on: March 13, 2017 at 12:55pm Pacific
The Parties to this Legal Services Agreement are Cotman IP Law Group, PLC a California Professional Law Corporation (“Cotman IP”) and you, our client as indicated by the Contact Information and Business Information provided (“You”). You have requested that the attorneys at Cotman IP prepare and send a cease and desist letter on your behalf. This cease and desist letter will demand that a third-party, whom you believe is infringing upon your rights, stop using your trademark (“Scope of Work”). Subject to the terms of this Legal Services Agreement (“Agreement”), Cotman IP has agreed to carry out the stated Scope of Work for a flat fee of $550 (“Payment”). By providing Payment and selecting the acknowledgement you have read and accept the terms of this Agreement you are agreeing to abide by the terms set forth herein.
Scope of Work. You understand and agree that Cotman IP’s representation of you is limited to the stated Scope of Work and that our obligation to represent you does not extend beyond this stated Scope of Work. You may request that we undertake additional services on your behalf but Cotman IP shall have no obligation to render such services unless it 1) accepts such in writing and 2) an agreement is reached as to how Cotman IP shall be compensated for such services.
Billing Rates. In the event services beyond the Scope of Work are requested by you in writing and Cotman IP agrees to undertake the work, such services shall be performed at our regular hourly rates. Our lawyer’s bill out at rates of $250 to $450 an hour and our paralegals are $225 an hour. These rates may be modified from time to time based on a professional’s level of experience; any new rates are implemented immediately after they are adopted and applicable to services rendered after the effective date thereof. As a client of the firm, you agree to pay us for all time spent in accordance with this Agreement. If incurred on your behalf, out of pocket costs such as Government filing fees, court costs, transcription costs, expert witness fees, large volume copy charges, messenger fees or other third-party vendor fees incurred on your behalf are billed through to you on our invoices for reimbursement.
Retainer Amount. A retainer is an advance of anticipated legal fees and/or out of pocket fees. While no such retainer is required for the stated Scope of Work, if work is requested beyond this initial Scope of Work, we reserve the right to require that a retainer be paid into Cotman IP’s trust account ("Initial Retainer"). This Initial Retainer is not an estimate of total fees for the work to be done and is an advance against services to be rendered and/or out of pocket costs. The Initial Retainer shall be held in trust and will not be used to pay Cotman IP while we provide services for you as requested. Upon conclusion of the matter Cotman IP is handling on your behalf, Cotman IP will credit the Initial Retainer against the amount of the final invoice once we close out the matter. If any portion of the Initial Retainer remains after it is applied to this final invoice, we will promptly return any unused funds to you.
Trust Accounting. Cotman IP’s trust account is an interest bearing account where funds provided to us are held in trust until they are earned once we render services. By executing this Agreement, you agree that we may withdrawal against the retainer or any amount deposited into our trust account for services rendered or for reimbursable costs incurred by us in during our representation. Any interest earned from amounts deposited into our trust account are paid to the California State Bar to fund legal services for indigent persons. If, when our services are completed and paid for in full, a balance remains in our trust account, the difference will be refunded.
No Guarantee. Legal matters inherently have risk. By participating in the legal process, you assume this risk. Cotman IP therefore does not and cannot guarantee the outcome of any legal matter.
Invoicing Procedure. If we are asked in writing by you to undertake services beyond the initial Scope of Work, Cotman IP will invoice you for the services rendered in fifteen-day (15) increments. We intentionally bill at this frequency to give you regular visibility to services rendered. Any objection you have to our invoices for services rendered and/or any out-of-pocket expenses must be made within 15 days of your receiving the invoice. If no objection is timely made, the invoice is deemed to be accepted and must be paid in accordance with this Agreement.
Net Terms. Payment of any amount invoiced is due 30 days from the date of our invoice without exception (“Net 30”). Failure to pay within Net 30 is a material breach of this Agreement. You personally, jointly and severally guarantee the full and prompt payment of all indebtedness incurred under this Agreement. Any breach of these net payment terms is cause for the immediate termination of our representation. In the event of non-payment Cotman IP reserves the right to charge simple interest at 10% per annum on all invoiced sums not paid within Net 30. A failure to impose this interest charge on any occasion, or on multiple, numerous, and even repetitive occasions, is not a waiver of our right to thereafter impose this charge on unpaid amounts running from the date payment was due under this Agreement.
Agreement Disclosure. This Agreement is an attorney-client privileged communication that may lose its privileged status if it is disclosed to anyone other than an attorney representing you. To the extent our ability to be compensated requires we allow a court or arbitrator to review this Agreement along with our time and expenses records and the accompanying narratives, you agree to a limited waiver so that we may disclose such by filing it with the court or arbitrator as needed.
Termination. As our client, you have the right to terminate our representation by providing written notice to Cotman IP of this decision. After receiving a notice of termination, Cotman IP will immediately stop rendering legal services on your behalf and take no further action whatsoever. In the event Cotman IP is terminated, you accept from the date of termination forward all responsibility for determining future actions that must be taken to protect your legal interests. You further acknowledge that legal matters are complex and understand that by terminating Cotman IP you may need to retain new counsel to timely respond to any open administrative or court requirements. In the event of our discharge you consent to our immediate withdrawal as attorneys of record and agrees to sign whatever document are required to effectuate that discharge. You understand that if new counsel does not immediately step in you must compensate us for whatever effort is required to withdrawal from our representation. If you withhold our requested consent to withdrawal such that we are unable to discontinue representation, you must compensate us under the terms of this Agreement at double our regular rates for any time spent after our request for a discharge is sent to you. If services must be rendered to properly close out or transfer the matter to new counsel, you agrees to compensate us for such services in accordance with the terms of this Agreement.
Withdrawal by Cotman IP. Cotman IP may, at its sole discretion, withdrawal as your counsel at any time by providing written notice. Upon the occurrence of this event, all fees, costs and expenses shall become immediately due and payable. Termination by either party shall not relieve you of the obligation to pay all fees, disbursements and any other costs incurred for services rendered prior to the date of termination or for that which is required to wind down services. Should you fail to remit payment within the Net 30 terms agreed upon in this Engagement Agreement, Cotman IP may on that basis alone withdraw as your counsel. As of the date Cotman IP gives you notice of its intention to withdraw, you relieve Cotman IP of any obligation to render legal services or take any other actions on your behalf beyond taking the steps needed to effectuate the withdrawal.
Disputes. By signing this agreement, you agrees that, in addition to your rights under Chapter 4, Article 13 of the California Business and Professions Code, any disputes which cannot resolve amicably arising out of or relating to this Agreement, our relationship, or the services performed (including but not limited to disputes regarding attorneys’ fees or costs and those alleging negligence, breach of fiduciary duty, fraud or any claim based upon a statute), shall be resolved by submission to binding arbitration held in Los Angeles County, California before a single retired judge or justice in accordance with the Commercial Rules of the American Arbitration Association. If we are unable to agree on a retired judge or justice, each party will name one retired judge or justice, and the two named persons will select a neutral judge or justice who will act as the sole arbitrator. You acknowledge and understand that under this provision, you will not have the right to, and are hereby agreeing to waive any right to, a jury trial for a claim against Cotman IP or any of its professionals. Should Cotman IP be required to pursue arbitration to collect amounts due under this Agreement Cotman IP shall also be entitled to an award of reasonable attorney’s fees incurred in pursuing the claim. If arbitration is required because of non-payment for services rendered in accordance with this Agreement, you agree to further compensate Cotman IP for all attorney time spent undertaking the arbitration and all out-of-pocket expenses incurred by Cotman IP in filing and carrying out the Arbitration. You agree that the Arbitration is to occur on an expedited basis under the rules of the American Arbitration Association. If either of us opposes arbitration based on Cal. Civ. Proc. Code §1281.2(c) or any law of similar substance or effect (i.e., based on the pendency of a proceeding involving a third party that could result in conflicting ruling), the party opposing arbitration hereunder shall be deemed to consent to a joint arbitration hereunder of such other dispute so that arbitration may proceed. If you decide through you own inaction not to participate in the arbitration process, you hereby consent to entry of a judgment for the amounts due for services rendered under this Agreement.
No Oral Modifications / Entire Agreement. You acknowledge that you have read and understand the terms of this Agreement. You understand and agree that the terms of the Agreement may not be altered, modified, superseded or changed in any manner except by a written agreement, executed by an authorized representative from both parties, whereby the agreement must expressly state that its purpose is to alter, modify, supersede or change the terms of this Agreement. This Agreement constitutes the entire understanding regarding our engagement and supersedes any prior oral or written communication between you and Cotman IP. By executing this Agreement, you acknowledge on your own behalf, as well as on behalf of your successors, assigns, and legal representatives, that you have carefully read this Agreement and understand and agree to all of its terms without exception.
No Attorney Client Relationship Without A Signed Agreement. Cotman IP or any of the attorneys with the firm shall have no responsibility to perform legal services on your behalf – and no attorney-client relationship shall exist – unless and until you acknowledge you have read and accepted the terms of this Agreement and provide the required Flat Fee.
Should there be any questions about the above, please let us know.
