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Engagement Letter

Thank you for selecting A Better Business: A Law Firm for Entrepreneurs, a tradename of Marder Law, PLLC, an Arizona professional limited liability company (“us” or “we” or “the firm”) to serve as your counsel. These terms, once accepted by making the annual payment, serve as our engagement letter (our “Agreement”) and outline the nature of the engagement and our respective responsibilities and expectations.

1. Client. We have been asked to represent the entity identified on the intake form (“you” or “the client”). We do not represent any other affiliates of such client nor its/his/her/their respective shareholders, directors, officers, partners, members, managers, or employees (unless or until a separate engagement letter has been executed). The individual accepting these terms and completing the purchase is authorized to enter into this Agreement on behalf of the client, is the person who will direct the engagement on behalf of the client, and the person who will receive the client file for this matter.

2. Scope of the Engagement. Unless we mutually agree otherwise, the scope of this engagement is limited to the deliverables and services specifically included in the applicable Schedule for the package(s) purchased (the “Package”). The limited scope representation will begin on the date hereof, and end upon the last calendar day of the 12th full month following the purchase date (e.g., if you purchase on March 15, the Term will expire on March 31 of the following year), unless earlier terminated in accordance with this Agreement.

This engagement does not include any attorney time or revisions not included in the Package (which may be purchased separately, for an additional fee, or will be billed hourly pursuant to the terms of this Engagement Letter), nor does it include representation in any actual or potential audit, investigation, negotiation, litigation, appeals, arrangements, or other transactions, regardless of whether it relates to the documents/services purchased as part of a Package or another matter. We also will not be providing you with any tax advice, which we recommend you seek out from a qualified tax professional (e.g., a licensed CPA).

3. Representation Limited to Arizona and Federal Law. You acknowledge and understand that Meredith Marder, and the other attorneys who provide services to the firm, are licensed to practice law only in the State of Arizona, and that we can only advise you as to general contracting and business matters under federal law or Arizona state law. We specifically do not provide any legal services involving Hawaii or Texas legal matters.  You further acknowledge and understand that you will need to hire an attorney licensed in the State where the entity is formed/individual resides or whose law may govern the contract if any advice is required regarding aspects of that State’s law that may arise in connection with the engagement or Package deliverables. If you have any questions or would like a referral to legal counsel in another jurisdiction, please email us at [email protected].

4. Fees. We have agreed on a flat-fee in the amount shown on the invoice and/or payment page (the “Flat Fee”) in lieu of hourly billing for the Package you’ve selected. To be clear, the Flat Fee covers the specific deliverables and services described in the Schedules applicable to the Package or Package(s) purchased, but excludes other documents, deliverables, advice, representation, or services (which must be purchased pursuant to a separate engagement or will be billed at our standard hourly rates). The Flat Fee is due and payable in advance, and shall be nonrefundable, earned upon receipt. Client always retains the right to terminate the engagement at any time and, in that event, may be entitled to a refund of the unearned legal fees from the earned-upon-receipt Flat Fee, based upon the actual time spent multiplied by the hourly rates of the attorneys/staff, for work performed up to termination. Any work performed by us that is beyond the scope of the Package purchased will be billed at our standard hourly rates, unless we mutually agree on an increased Flat Fee.

5. Waiver. You hereby give your informed consent and agree that we may continue to represent or may in the future represent new or existing clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those matters may be adverse to you (directly or indirectly). In the event that an actual conflict arises between you and another client, we may need to withdraw as your counsel and you will be entitled to a refund for fees not earned for any services or deliverables that were not completed prior to withdrawal. This risk is minimal, given the limited scope of this engagement. We have asked for similar agreements from many of our other clients to preserve our ability to represent you. By accepting these terms, you confirm that you have had an opportunity to consult with independent counsel regarding the terms of this informed consent to waive future potential conflicts.

6. Termination of the Representation. Either party may terminate this engagement at any time for any reason by written notice, subject on our part to the Arizona Rules of Professional Conduct. Such termination, however, shall not relieve you of the obligation to pay the Flat Fee for all services rendered and costs and expenses paid or incurred on your behalf in accordance with this Agreement prior to the termination date.

7. Client Documents. During the course of the representation, we will provide to you copies of all substantive documents (either electronic or paper) that we receive or generate on your behalf, other than documents that you send to us—please only send us copies of documents, not originals. Please keep the documents that we send to you and keep copies of all emails sent to or received from us, as they form part of your “file.” Given that you will have a complete “file” throughout the representation, you agree that our firm may delete its copy of your file three years after the conclusion of the matter. We retain records only in electronic form, stored on a secure remote server in the United States. If you require any heightened security measures for the storage or transmission of electronic data, such as for government clearances, you must notify us prior to engagement.

8. Communication. It is important for us to maintain open communication with each other throughout the engagement. Please communicate with us using a secure email address (for which no one else is authorized to view the contents) that you check regularly. You agree to communicate with and provide us with complete and accurate information as needed to further the representation. Depending on the services included in your Package, we may use mobile phones and voicemail (including Google Voice), email, videoconferencing (e.g., Zoom), automated scheduling (e.g., Calendly), and cloud-based storage and file sharing (e.g., Google Drive, Typeform) in the course of this engagement. Our email transmissions may not be encrypted so the use of such forms of communication under current technologies may place confidential or privileged information at risk. Similarly, the use of mobile phones, voicemail, and videoconferencing may place confidential or privileged information at risk. By agreeing to these terms, you consent to our use of these forms of communication. If you have any questions about privacy, please visit https://www.abetterbusiness.com/privacy-policy or email us directly. 

9. Cooperation and Indemnification. You will assist and cooperate fully with us with respect to this engagement. You agree to be truthful and to fully and accurately disclose to us all facts that may be relevant to the matter or that we otherwise may request.  In the event that we incur any expenses (including but not limited to any fines, penalties, awards, or defense costs) relating to an investigation for filing a false or fraudulent report on your behalf, you agree to indemnify us to the fullest extent of the law.  This means you will be required to cover our out-of-pocket costs, the costs of our defense (by counsel of our choosing), and any monetary awards, judgments, fines, or other penalties that might be assessed against our firm or our attorneys/staff as a result of your filing or the information you provided to us.  

10. Arbitration. We both agree that any dispute, controversy, or claim arising out of, or relating to, this Agreement or the breach thereof shall be resolved by binding, final arbitration between the parties. An action by the firm to collect undisputed fees or costs, however, shall not be subject to arbitration—nor shall the enforcement of this Agreement, including the indemnification obligation set forth in Section 9.

The arbitration shall be administered by an arbitrator mutually selected by the parties or, in the absence of mutual agreement, each party shall select an arbitrator and those two arbitrators shall select a third, impartial arbitrator who shall be the sole arbitrator deciding the dispute. The arbitration shall be governed by the Commercial Arbitration Rules published by the American Arbitration Association; however, the parties shall be under no obligation to use an arbitrator licensed by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Tucson, Arizona (or such other location as the parties may agree) and the costs of such arbitration shall be split equally between the parties, but the arbitrator may decide to direct the non-prevailing party to pay the full costs of such arbitration upon request of the prevailing party (subject in all events to such arbitrator’s determination).

By agreeing to binding arbitration (which is typically less expensive and resolved more quickly, as compared to a lawsuit resolved by a court), you waive and thereby eliminate your right to submit the dispute for determination by a court, thus waiving your right to a jury trial. The grounds for appeal of an arbitration award are very limited as compared to a court judgment or jury verdict. Therefore, you should consult with independent counsel and carefully consider whether arbitration is acceptable to you. By accepting these terms, you represent you have had a reasonable opportunity to seek the advice of such independent counsel, and understand the implications of arbitration.

11. Choice of Law and Forum. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Arizona (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.

In the (very unlikely) event of any litigation between us concerning this Agreement or any aspect of our engagement, you agree that the state or federal courts of Arizona located in Pima County shall be the exclusive forums for such litigation. You consent to personal jurisdiction in such courts as well as service of process by notice sent by regular mail to the then-current address on file with the firm and/or by any means authorized by Arizona law. The prevailing party in any such litigation will be entitled to recover its reasonable attorneys’ fees and other costs of collection.

12. Privacy. Generally, nonpublic information we receive from you is subject to the attorney-client privilege. However, we may be under an independent ethical duty to reveal confidential information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.

We may store some or all of your files on a variety of platforms, including third-party cloud-based servers (including, but not limited to, Dropbox, Box, OneDrive, and Google Drive). We may also collect and store information about you through third-party sites such as PracticePanther, Kajabi, Shopify, Meta, Google, Stripe, and Typeform. Although we take industry-standard, reasonable precautions to make sure these servers are secure (consistent with our ethical obligations), there still is a risk that your confidential or privileged information may be disclosed. You consent to our use of such storage services and online software programs.

13. Entire Agreement. This Agreement incorporates by reference the online Terms and Conditions and the online Privacy Policy relating to use of our website, which are expressly made a part hereof. This Agreement, together with those terms incorporated by reference, constitutes the sole and entire agreement between us with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter.

 

 

Please review these terms carefully. We are not providing legal advice to you in connection with entering into this Agreement. You are free to seek independent counsel prior to entering into this Agreement. If you agree to these terms, please proceed with purchasing your selected Package. We appreciate the chance to be of service and truly look forward to working with you!

 

 
Schedule A—Statutory Agent Services (Annual)

The following terms apply to purchases of our annual Statutory Agent Services Package:

Package Description

The annual Statutory Agent Services Package includes:

  • Marder Law, PLLC (dba A Better Business: A Law Firm for Entrepreneurs) will serve as the Statutory Agent for the Client entity in the public records of the Arizona Corporation Commission, and will accept mail and service of process for documents sent to the Client entity’s Statutory Agent.
  • Mail received will be promptly forwarded to you; however, please note that our mailing address is located in a shared executive office suite where several parties also receive mail, and our mailbox is checked on a frequent but not daily (Receptionists who receive the mail on a daily basis are instructed to alert us promptly to certain types of mail, including legal pleadings received from process servers.)  But while we take reasonable steps to ensure that we are timely alerted to mail received on your behalf, we are not responsible for delays in forwarding mail.  If you are anticipating receiving time-sensitive pleadings, please email us as soon as possible so that we can notify our receptionists and alert you promptly upon receipt.
  • We will review the Client entity’s public profile on the Arizona Corporation Commission website on not less than an annual basis, and will reach out to you to confirm that all of the information remains correct (e.g., names, titles, addresses). If corrections are needed, we will assist you with filing an update. 
  • If the Client entity is a corporation, we will review the Annual Report on an annual basis (before your filing deadline), and reach out to you to confirm what information needs to be updated in the new Annual Report. We will file the Annual Report on your behalf, once approved by the relevant officer(s) of your corporation. 
  • The Flat Fee includes a credit of up to $45 per year in ACC filing fees, which can be applied to filing fees, expedite fees, or annual report fees (as applicable).  Any fees in excess of $45 will be invoiced to you and are payable upon receipt. (Depending on the type of filing, the cost currently ranges from $5 to $45, with an additional expedite fee of $35.).

Payment and Refund Terms

  • The annual Flat Fee of $249 USD is non-refundable, unless we are unable to be approved as Statutory Agent by the Arizona Corporation Commission within 30 days after the date hereof, through no fault of our own, in which case you will be entitled to a $175 partial refund and this engagement will terminate. 

  • Please note that A Better Business is not responsible for any late filing penalties that may be assessed against your entity by the Arizona Corporation Commission, unless the failure to timely file was a willful failure on our part, after you provided us with all of the necessary information required to file within 15 days before the applicable deadline. 

Filing Fees

  • Each Package includes a credit of up to $45 towards ACC filing fees.  You will be invoiced for the difference between the actual filing fees and the credit, if the actual filing fee is greater than $45 (passed through at actual cost, with no markup); but there will be no refund provided if the filing fee is less than $45.