General Counsel Online Engagement Agreement

Agreement Between

and

Welcome to General Counsel Online. We are pleased that your company is retaining General Counsel Online to provide legal counsel concerning its business affairs. This engagement agreement (the “Agreement”) states the relationship of the parties and the nature and scope of the services to be provided.

Parties

This is an Agreement between the above-captioned company (hereinafter referred to as “CLIENT” or “you”) and NetworkLegal, LLC, a Pennsylvania limited liability corporation whose address is 116 Federal Street, Pittsburgh, PA 15212, which is doing business as and designated herein as General Counsel Online (“GCO” or “we”).
Through its attorney, GCO will supply services described below in this Agreement. The attorney’s relationship to CLIENT is that of attorney to client. This relationship is established by this Agreement only with CLIENT, the legal entity, and not with any human or legal person or persons, whether a Client Representative (see below), an employee, a director, a shareholder, an advisor, an attorney, an owner, an agent or other individual acting in any other capacity for, by or on behalf of CLIENT.
In determining whether there is a conflict of interest entailed in providing services to CLIENT, we will assess only CLIENT’s relationship to entities and individuals whose interest is adverse or is at significant risk of becoming adverse. We will not assess potential conflicts between or amongst affiliate, subsidiary or parent companies of CLIENT.
Notice is hereby given that GCO does not carry professional liability insurance,

Client Representative

The person signing this Agreement will be the “Client Representative" and will be principally responsible for communicating with GCO and acting in a client capacity on behalf of CLIENT. CLIENT may change the Client Representative from time to time during the term of this Agreement, in its sole discretion and upon notice to GCO of such change.
CLIENT hereby represents that the Client Representative has the express, actual agency on behalf of CLIENT to give direction to GCO and its attorney(s) with respect to CLIENT'S legal matters and to act as CLIENT’s agent and proxy for all requests, directives, preferences, intentions and decisions to be made on behalf of the CLIENT. The superiors of the Client Representative within CLIENT, if any, may intercede as principals to countermand, overrule or modify the Client Representative’s directives, and GCO and its attorney will adhere to instructions provided by the principals.

Scope of Representation

Under this Agreement, we will provide CLIENT with Consultations and/or Service Packages as described on the GCO website at https://generalcounsel.online (the “Website”), incorporated into and made part of this Agreement by reference. The Website will describe with particularity the services, deliverables, fees and other terms specifically related to Consultations or Service Packages, including the hours, rates, discounts, application of Retainer hours to Service Packages, overages and carryovers on Retainers, and other deal terms. These terms may be amended from time to time during the term of this Agreement in GCO’s sole discretion by modifying them at the Website and by contemporaneous notification to CLIENT.
A “Consultation” will mean a dialog between CLIENT and GCO, conducted in writing or verbally via email, Slack, web video, audio conferencing, telephone or in-person. Consultations are conducted in the performance of a Retainer Relationship. In a Consultation, the GCO attorney will provide information, advice, opinion, counsel, analysis and recommendations concerning legal matters or business matters with legal implications. A Consultation may be conducted in person at an extra cost as agreed to by GCO and CLIENT. Consultations do not include activities and deliverables described in the Service Packages.
A “Service Package” is a task and its associated deliverables as described at the Website. CLIENT can purchase Service Packages at the GCO website. GCO will provide Service Packages to CLIENT in accordance with the terms of this Agreement and any additional terms relative to the specific Service Package being offered. Such additional terms will be stated on the Website in the description of the Service Package. If the terms of this Agreement conflict with or contradict those concerning a specific Service Package, the terms of this Agreement shall supersede such contradictory or conflicting terms and conditions.
Under this Agreement, we will provide CLIENT with one or more Service Packages as described on the GCO website at https://generalcounsel.online (the “Website”), incorporated into and made part of this Agreement by reference. The Website will describe with particularity the services, deliverables, fees and other terms specifically related to Consultations or Service Packages. These terms may be amended from time to time during the term of this Agreement in GCO’s sole discretion by modifying them at the Website and by contemporaneous notification to CLIENT. GCO is competent to deliver the Service Packages.
The scope of GCO’s Service Packages deliverables does not include matters related to criminal law, tax law, employment law, international and trade law, patent drafting and filing, import/export and trade law, bankruptcy law, or personal matters including without limitation family or estate law. Where CLIENT has a need for specialized legal resources beyond the scope of services GCO can provide, GCO shall so indicate and will endeavor to assist CLIENT with obtaining such resources.
GCO’s representation is limited to Service Packages and does not include participation in litigation or practice or appearances before Pennsylvania or other state or federal tribunals, agencies or legislative bodies. If CLIENT and GCO agree that GCO will provide litigation services to CLIENT, such services will be at different hourly rates than posted at the Website. At the time GCO and CLIENT agree to pursue litigation services, GCO will provide an hourly rate and the required retainer amount, and CLIENT and GCO will come to a separate written agreement on such fees.
GCO is licensed to practice law only in Pennsylvania and not in other states. CLIENT, having been informed of this fact, hereby represents and asserts that: 1) its principal place of business or substantial business conduct is located in Pennsylvania; 2) CLIENT is or will be registered as a corporation, partnership or LLC in Pennsylvania; 3) CLIENT is otherwise subject to the jurisdiction of Pennsylvania; 4) to the best of my knowledge, the matters for which I am engaging GCO are Copyright, Trademark or other federal law issues; or 5) CLIENT consents to GCO’s provision of Consultations and Service Packages from within Pennsylvania, even though CLIENT’s location is outside of the Commonwealth of Pennsylvania. I hereby certify that my business satisfies the requirements of the above paragraph 13 and that I believe I am properly represented by General Counsel Online in the State of Pennsylvania
. Should GCO determine, in its sole discretion, that it cannot represent CLIENT, it will immediately issue notice of termination of this Agreement and refund whatever payment CLIENT has made.
If CLIENT should need or desire legal representation or services not described above, CLIENT and GCO may negotiate in good faith to have GCO provide such services under a separate agreement, or GCO may at CLIENT’s request, refer another attorney or law firm to handle such matters on behalf of CLIENT.

Fees

CLIENT agrees to pay GCO Fees for Retainers and Service Packages as stated on the Website. CLIENT will prepay for any Retainer or Service Packages it requests at the time they are purchased at the Website. These fees are refundable as stated on the Website Retainer and Service Package page(s). This fee will not be deposited or held in an escrow or trust account, but instead shall accrue to GCO upon payment. The Retainer fee is non-refundable, because it is intended to compensate GCO for both allocating time for and for delivering the Consultations. GCO may refund fees paid for Service Packages if CLIENT timely cancels the order before any time has been committed or work done. In some cases, where Service Packages are delivered in segments, GCO may provide a partial refund for segments not yet delivered as of the date of termination.

Expenses

GCO will invoice CLIENT for expenses, if any, that it incurs providing its services and will request immediate payment. GCO will obtain CLIENT’s authorization to charge its payment account for expenses. GCO will keep CLIENT apprised of anticipated expenses at the time services are rendered. Except where it incurs significant administrative costs (for example, in overseeing vendors or managing relationships with government agencies or tribunals), GCO will invoice for out-of-pocket expenses only.

Term & Termination

This Agreement will continue until it is terminated in accordance with this "Term and Termination" section, or in the case of a Service Package, when delivery of the Service Package has been completed. CLIENT may terminate this Agreement for any reason at any time by electing to cancel it at the Website, or by written notice to GCO. Termination shall become effective immediately upon notice or at the completion of any ongoing Service(s) being rendered pursuant to this Agreement.
CLIENT may terminate one or more Service Packages in-flight, by electing to cancel them at the Website, or by written notice to GCO. Terminating a Service Package terminates this Agreement as to the Service Package being rendered.
GCO may terminate this Agreement and delivery of any Service Packages at any time if CLIENT breaches any material term of this agreement, fails to cooperate or follow our advice on a material matter, if a conflict of interest develops or is discovered, if there exists, at any time, any fact or circumstance that would, in our opinion, render our continuing representation unlawful, unethical, or otherwise inappropriate, or in any case in which termination will have no material adverse effect on CLIENT’s interest. Termination will be effective upon notice. If GCO so terminates, it shall refund CLIENT any amounts for any Service Packages being rendered in accordance with Website page describing the Service Package. Fees paid to 3^rd parties shall not be refunded upon termination, unless the 3^rd party specifically provides for refunds.
Upon termination, GCO will immediately cease all legal work on CLIENT’s behalf. CLIENT will be responsible for paying all legal fees, expenses and disbursements incurred on its behalf for these services until written notice of termination is received by GCO.
Upon termination, CLIENT’s access to CLIENT-specific areas of the Website and associated software tools, if provided by GCO, shall cease. GCO shall continue to maintain an archive of CLIENT material in accordance with paragraph 25 below, and shall return any documents to CLIENT at CLIENT’s request.

Confidentiality

GCO is not authorized to waive or release any privilege or other protection of information, confidential, secret, or otherwise, obtained from or on behalf of CLIENT. GCO is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. GCO is not authorized to identify CLIENT as a client, for purposes of marketing or advertising, without CLIENT’s prior approval.

Ownership and Retention of Work Product

GCO understands that all work product prepared by GCO at the expense of CLIENT (or for which CLIENT is otherwise billed) shall become the property of the CLIENT upon full payment of all outstanding bills, if any. Notwithstanding that the work product is CLIENT’s, CLIENT authorizes GCO to maintain copies of all work for its records for a period of 5 years.

Dispute Resolution.

GCO and CLIENT agree that all disputes regarding GCO's fees or expenses are to be resolved by submission of the dispute to a Court having jurisdiction within the municipality of the GCO office, or in accordance with rules that may be established from time to time by the Allegheny County Bar Association fee mediation panel. The option of the form of resolution shall be at GCO’s sole discretion.

This Agreement

This Agreement is to be interpreted in accordance with the laws of Pennsylvania and with the ethical requirements of that jurisdiction. The Agreement may not be modified in any way without the express, written agreement of both parties. This represents the entire agreement of the parties.

By signing this Agreement, I confirm that I have read it, understand its provisions, and agree on behalf of CLIENT to bind CLIENT to it.

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November 17, 2022 5:34 pm EDT

General Counsel Online Engagement Agreement Uploaded by Robert Kost, Esquire - admin@generalcounsel.online IP 73.255.253.211