Representation, Engagement, Invoice, and Services
 Terms And Conditions

Sagacity Legal PLLC Engagement, Invoice and Services Terms and Conditions
Effective January 1, 2024

1. Services. Subject to the terms and conditions herein, SAGACITY LEGAL PLLC (“Firm”) hereby agrees to provide or has provided to Client the services set forth in the accompanying engagement letter, letter of representation, invoice, or otherwise written quote at the stated price (the “Services”).

1.01 Scope: These Terms shall apply to all matters in respect of which Firm accepts instructions from Client to perform professional services (”the Services"). By sending Firm instructions and/or by sending Firm further instructions and/or by allowing Firm to start performing the Services Client shall be deemed to request that Firm perform Services for Client on the basis of these Terms. If the Firm agrees to perform any such Services then there shall be a contract between Firm and Client, and the contract will be governed by these Terms. Firm shall not, however, be obliged to accept any such instructions. Each matter in respect of which Firm performs the Services may at Firm’s option be treated as a separate contract between Client and Firm.

1.02 Contracted services: Firm shall provide or has provided to Client the non-exclusive services set forth in the accompanying representation letter, engagement letter, invoice, or otherwise written quote at the stated price (the “Services”). Firm will determine the method, details, location, and means of performing the Services. The Parties acknowledge and agree that the Services may be modified and/or expanded from time to time upon a mutual agreement. PAYMENT OF THE ADVANCE TRUST FUND PAYMENT AND CLIENT'S SIGNATURE ON AN ENGAGEMENT OR REPRESENTATION LETTER SHALL CONSTITUTE ATTORNEY'S AUTHORITY TO PROCEED WITH THIS OR ANY FUTURE REPRESENTATION

1.03 Additional Services: Firm may also be available for additional services outside the scope of this accompanying invoice, per Client’s request, on an as-agreed basis. Prior to performing Additional Services, the Firm will notify the Client of additional fees for the performance of the Additional Services. Such charges shall be in addition to all other amounts due under this engagement letter, invoice, or otherwise written quote.

2. Fees and Expenses.

2.01 Fees. As full consideration for the provision of the Services, Client shall pay Firm fees as per the representation letter, engagement letter, invoice, or otherwise written quote. Fees may be adjusted due to increases in goods and services costs at the sole discretion of the Firm. Client shall be notified of any such fee adjustments in writing and a new invoice provided as appropriate. All quoted fees are valid for 90 days from the date provided.

The following factors will be considered as guides when determining the reasonableness of fees for legal services: (1) the time and labor required, the novelty and difficulty of the questions involved and the skill requisite to perform the legal services properly; (2) the fee customarily charged in the locality for similar services; (3) the amount involved and the results obtained; (4) the time limitations imposed by the Client or by the circumstances; (5) the nature and length of the professional relationship with the Client; and (6) the experience, reputation and ability of the attorneys, IP specialists, IP paralegals, and/or assigned 3rd parties, performing the services.

2.02 Expenses. In addition to the Fees, Client agrees to reimburse Firm for any and all other costs we incur for Client's benefit (such as: government filing fees, third party vendors, scanning and photocopying, long distance telephone calls, postage, computer research, any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity, and/or for such other expenses the Firm may deem reasonable and necessary to incur. An advance payment of all estimated costs and expenses to be incurred on Client’s behalf is required prior to commencement of work by the Firm.  

While our fixed charges and hourly rates are predictable, the Client agrees that expenses incurred such as local/foreign representatives' charges and official fees are outside Firm’s control since they may be changed without notice and in the case of foreign matters vary with exchange rate fluctuations.

2.03 Payment. Payments are to be made in U.S funds. Advance payment is due immediately upon request of trust funds. The Firm requires an initial advance payment of each case’s estimated fixed fee or alternatively estimated fees for hourly cases plus estimated costs before the Firm takes any action related to this or any other legal case for which the Client retains the Firm's representation. All advance fees will be deposited in the Firm’s trust account and will be applied toward the fees and costs incurred in the associated matter. The Firm will bill against the advance payment at each major case milestone and again at completion of each legal case. Further, additional advance payments will be required for any fees and costs that exceed the advance payment at each major case milestone and again upon completion of the case. At any time that the Client's running trust fund balance falls below the case estimate, the Firm will cease any work until such time that the Client has provided the additional advance payment in the form of a replenishment. Non-payment of the agreed upon advance payment and replenishments, if necessary, shall constitute a material breach of this agreement. On completion of the Firm's representation for each legal case, any excess trust fund balance will be refunded to the Client by the firm within a reasonable time or alternatively held in the Client's trust account for future work, as mutually agreed.

Any payments not made within thirty (30) days of the date of trust fund request or invoice may be subject to a late payment charge. Firm reserves the right to place a service charge on past due accounts at the highest rate permitted by law. If any trust fund request or invoice is not timely paid, the Firm may withdraw from Representation of the Client within the scope allowed by law and professional responsibility. Firm further reserves the right to collect all monies owed from Client by any means Firm deems necessary as permitted by law. If Firm incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due, Client agrees to reimburse Firm for all such costs, expenses and fees.

Additional Services and/or Expenses incurred will be issued under a separate payment and invoice and will be due immediately upon receipt.

2.04 Tax Statement: All charges payable are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client shall be the sole and exclusive responsibility of the Client.

3. In Person Services: The Firm recognizes the importance of performing the Services in a safe and responsible manner to prevent illness or injury to Clients and others. For any in person services performed, Client assumes responsibility for implementing and monitoring all government mandated, industry standard, or reasonably expected Health and Safety precautions related to the receipt of the Services. As such, the Firm shall not be liable nor responsible for any illness or injury of the Client or others in the performance of the Services that include in person interactions.

4. Cooperation Of Client. Client understands and acknowledges that the obligations of Firm to perform Services are dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client management decisions, and the performance of Client personnel in meeting their obligations and implementing Firm’s guidance. For purposes of this section, Client includes Client’s employees, consultants, contractors, agents, and representatives.

Client agrees to comply with all reasonable requests of Firm and shall provide Firm with access to all equipment, documents, information, and facilities as may be reasonably necessary for the performance of the Services.  Client's cooperation in all matters is very important. Client must keep Firm informed of all relevant facts and circumstances and respond promptly to all communications sent to Client by the Firm.

5. Electronic Communication: In the course of providing Client with Services and representation, Firm will likely exchange electronic versions of documents and emails with Client. In order to guard this information, the Firm maintains various physical, electronic, and procedural safeguards. Specifically, the Firm maintains a client portal for secure communications. This is the recommended electronic communication method. Given that electronic communication may lack security and jeopardize confidentiality, Firm accepts no liability for non-receipt or late receipt by Client of such communications or for any corruption in the information communicated to Client or its disclosure to other parties as a result of the interception of such communication. Although the Firm regularly carries out virus checks, the Firm advises Client to carry out Client's own virus checks on any communications. The Firm accepts no liability (including negligence) for any viruses that may enter Client's system or data by these or any other means. If Client has any questions or concerns with regards to this, please let the Firm know. Otherwise Client’s acceptance of these terms will be deemed consent to electronic communication and storage of electronic client information thereto. 

6. Warranties and Representations

6.01. No Guarantee of Outcome. It is agreed that Firm’s fees are not contingent upon the outcome or completion of any matter. Firm does not guarantee the outcome of any matter. 

Trademark Services: There is no guarantee of a “first action allowance” of any trademark application. According to the USPTO, less than half of trademark applications filed will receive a “first action approval” or “first action allowance.” This means that there is a greater than 60% chance that a trademark application will be denied or questioned. Not every Office Action will contain a refusal, but the probability of a trademark rejection is nonetheless significant.   

Patent Services: There is no guarantee of a “first action allowance” of any patent application. According to the USPTO, only 14% of new non-continuing patent applications filed will receive a “first action approval” or “first action allowance.” This means that there is a 86% chance that a patent application will be denied or questioned. Not every Office Action will contain a refusal, but the probability of a patent application rejection is nonetheless significant.  

6.02 Warranty. Firm does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Firm warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Firm shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 6 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. FIRM DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. FIRM SHALL NOT BE LIABLE FOR ANY SERVICES, PRODUCTS, WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CLIENT BY THE FIRM. FIRM SHALL NOT BE LIABLE FOR ANY LIABILITY DUE TO ACTIONS OR INACTIONS OF Client INCLUDING CLIENT’S EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS AND REPRESENTATIVES. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS RE-PERFORMANCE OF THE SERVICES, OR IF RE-PERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID FOR SUCH NON-CONFORMING SERVICES.

6.03 Third Parties. As part of carrying out Client’s instructions, it may be necessary for Firm to instruct third parties (e.g. foreign lawyers or patent agents, intellectual property specialists, patent illustrators, and/or patent or trademark practitioners) to act on Client’s behalf. The Firm may either instruct such parties directly on Client’s behalf or require Client to sign a power of attorney or similar appointment to engage such third parties directly. Such third parties are not part of this Firm.  While the Firm shall endeavor to select third parties whose performance and expertise we regard as being of good quality, Firm will not be liable for any losses, liabilities, costs or expenses arising as a result of any default or negligence on the part of any such third parties.

7. Ownership of Work Product. The services and products covered under these terms are not a work-for-hire. The copyright in all deliverables created hereunder for Client shall belong to the Firm. All intellectual property rights in all deliverables hereunder are and shall remain the sole and absolute property of Firm, subject to a worldwide, non-exclusive license to Client for its internal use as intended under these terms, and the Firm retains all moral rights therein. Firm does not grant Client any license to any of the Firm’s products. In other words, all services and products provided by the Firm to the Client are solely for the client’s internal use and may not be shared, sold, or otherwise used other than for its intended purpose. 

8. Conflicts. To allow Firm to conduct a conflict check, Client represents that Client has identified to Firm all persons and entities that are or may become involved with the matter for which Firm is representing Client, including all persons and entities that in any material respect are related, affiliated, associated, or potentially involved parties. Client also agrees that Client will promptly notify Firm if Client becomes aware of any other such persons or entities in the future. In addition, it is possible that during or after the Firm represents Client; Firm may be asked to represent someone whose interests may be adverse to Client’s interest. Firm is accepting this engagement/representation and/or other request for Services based on the understanding that Firm’s representation of Client will not preclude us from accepting any other engagement/representation from any existing or new client provided that such engagement/representation is not substantially related to the subject matter of the services Firm is providing and in accepting such other engagement/representation would not impair the confidentiality of proprietary, sensitive, or otherwise confidential information that Client may provide to us.  

As a condition of our undertaking this matter, Client agrees that: (1) Firm can continue to represent, or can in the future represent existing or new clients in any matter, so long as the matter is not substantially related to our work for Client on the Subject Matter; (2) firm may obtain confidential information of interest to Client in these other matters that we can not and will not share with Client; and (3) Client waives any conflict of interest that might arise from any of such engagements/representations, and will not seek to disqualify Firm in or asset a conflict with respect to any of those engagements/representations.

9. Confidentiality

9.01 Confidential Information: While acting for Client, Firm shall gather information and documents which relate to Client. The Firm shall keep such information and documentation confidential, except where disclosure is required by law or regulation, or in other exceptional circumstances. In general, Firm recommends that Client restrict the release of and maintain strict control over any information not already in the public domain connected with instructions the Firm receives. 

9.02 Document Retention and Destruction: In the course of Firm’s representation of Client, Firm is likely to come into possession of copies or originals of documents or other physical or electronic materials belonging to Client or otherwise constituting client records reasonably necessary to Client’s representation. Once the particular matter to which those client materials relate has been concluded, Firm will either return them to Client, retain them per document retention regulations, or destroy them. In the event that the client materials are returned to Client, Client agrees Firm has the right but not the obligation to retain a copy for our files.   

10. Indemnification. Client agrees to indemnify, defend, and hold the Firm and its affiliates and their respective officers, directors, employees, and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Client’s (i) negligence or willful misconduct or (ii) its material breach of any of the terms herein. The Firm, when seeking indemnification, shall provide the Client with prompt written notice of any claim and give complete control of the defense and settlement of the Client, and shall cooperate with the Client, its insurance company, and its legal counsel in its defense of such claim(s). For purposes of this section, the acts or omissions of Client’s employees, consultants, subcontractors, agents, and representatives shall be deemed the acts or omissions of the Client.

11. Limitation of Liability; Actions.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OF THESE TERMS, IN NO EVENT SHALL FIRM BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTIONS, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. FIRM’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO THE FIRM IN THE ACCOMPANYING INVOICED AMOUNT. THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TERMS.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

12. Termination

12.01 Term. The applicability of the terms will commence as of the first date of any Services performed and will continue in perpetuity unless earlier terminated as set forth herein.

12.02. Termination of Representation: The Client may terminate Firm’s services at any time by providing prompt written notice of termination. The Firm can also withdraw from representation at any time, except to the extent limited by applicable law or rules of professional conduct. If the Firm elects to withdraw or Client elects to terminate Firm’s services, Client will take all steps necessary to free Firm of any obligation to perform further services, including the execution of any documents necessary. Upon Firm’s termination or withdrawal, Client remains obligated to pay for all services rendered and costs or expenses paid or incurred on Client’s behalf prior to termination or which are reasonably necessary thereafter. Upon termination, Client accepts responsibility for making alternative arrangements for compliance with all due dates of action, payment of official fees and the taking of any official steps necessary to preserve Client’s rights in relation to the matters which Firm handled for Client prior to such termination.

Client Breach of Agreement: Should Client breach this agreement, Firm shall have the right to immediately withdraw from representation, terminate this agreement in full, file a charging lien, file a lawsuit to collect any outstanding fees, and any other legal remedies available. If Firm’s fees are not paid timely, we will terminate our services. Firm shall be entitled to collect the cost of collection for any unpaid services.  

13. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including, but not limited to, pandemics, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, civil commotion, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of the associated invoiced services, for so long as such Force Majeure is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. If performance is delayed over thirty (30) days, the Party not experiencing the force majeure event may terminate the invoiced services or products.

14. Governing Law and Venue. These terms will be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of these terms will be brought solely in any state or federal court located in Palm Beach County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS.

15. Dispute Resolution. The parties agree to attempt to settle any claim or controversy arising out of these Services terms through consultation and negotiation in good faith and spirit of mutual cooperation. When a dispute arises, the dispute will be submitted in writing to the other party for resolution. If the parties are unable to resolve the dispute within fifteen (15) days, either party may refer the dispute to mediation, the cost of which will be shared equally by the parties, except that each party will pay its own attorney's fees. Within fifteen (15) days after written notice demanding mediation, the parties will choose a mutually acceptable mediator. Neither party will unreasonably withhold consent to the selection of the mediator. If the dispute cannot be resolved through mediation within forty-five (45) days, either party may submit the dispute to a state or federal court of competent jurisdiction in the State of Florida, U.S.A. Use of any dispute resolution procedure will not be construed under the doctrines of laches, waiver, or estoppel to adversely affect the rights of either party. Nothing herein prevents either party from resorting to judicial proceedings if the dispute is with respect to Intellectual Property Rights, or interim relief from a court is necessary to prevent serious and irreparable injury to a party or others.  

16. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of these terms, or any rights under these terms, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

17. Identity of Client. The Firm’s only client in the Engagement/Representation is the party identified as Client in the Engagement/Representation Letter. The Engagement/Representation is not an agreement to represent any of Client’s affiliates, subsidiaries, parents or related individuals, officers, directors, partners, members, shareholders, employees, independent contractors or agents (collectively, “Affiliates”) unless the Firm has specifically agreed to do so in writing. Client agrees that the Firm’s representation of Client in the Engagement/Representation does not give rise to an attorney-client relationship between the Firm and any of Client’s Affiliates. Further, the Firm’s representation of Client in the Engagement/Representation will not give rise to any conflict of interest in the event other clients of the Firm are adverse to any of Client’s Affiliates.

18. Severability. If any provision or portion of these terms shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

19. Construction. The headings and captions appearing in these terms have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they pertain. These terms shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation.

20. Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

21. Notices. Any notice or other communication required or permitted hereunder shall be given in writing to the other party at the address stated herein or at such other address as shall be given by either party to the other in writing. Such notice shall be deemed to have been given or made when delivered personally, via email, via facsimile or any delivery service having a delivery receipt.

22. Waiver. No waiver of any term or right in these terms shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision thereafter.

23. Amendments. Firm reserves the right, in our sole discretion, to change, modify, add to, or remove portions of these terms and conditions at any time. Firm will notify Client of such changes in writing.