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Representation, Engagement, Invoice, and Services Terms And Conditions
Sagacity Legal PLLC Terms and Conditions
Effective January 1, 2024, Updated April 13, 2026
1. Services. SAGACITY LEGAL PLLC (“Firm”) hereby agrees to provide or has provided to Client the non-exclusive services set forth in the accompanying letter of engagement, representation, invoice, or other written quote (the “Letter”) at the stated price (the “Services”), subject to the terms and conditions herein (the “Terms and Conditions”), where these Terms and Conditions and the Letter constitute the agreement between Client and Firm (the “Agreement”).
1.01. Scope. The Agreement shall govern all current and future matters in which Firm performs Services for Client. A binding contract is formed for each specific matter when Client provides instructions and Firm expressly or impliedly accepts those instructions by commencing work. Firm is under no obligation to accept any specific instruction or matter. Each matter may, at Firm’s discretion, be treated as a separate and distinct contract governed by the Agreement.
1.02. Contracted Services. Firm shall have the professional discretion to determine the method, details, and means of performing the Services, including the engagement of third-party service providers. The scope of Services may be modified or expanded upon the mutual agreement of the parties. Client’s signature on the Letter and payment of any required advance trust fund deposit constitutes Firm’s absolute authority to proceed with the current and all future Services governed by the Agreement.
1.03. Additional Services. Upon Client’s request, Firm may perform services beyond the scope set forth in the Letter (“Additional Services”). Before commencing such work, Firm will notify Client of the estimated fees and expenses involved. Unless otherwise agreed in writing, all Additional Services shall be governed by the Agreement. Payment for Additional Services shall be in addition to, and not in lieu of, any other amounts due under the original Letter.
2. Fees and Expenses.
2.01. Fees. As full consideration for the provision of the Services, Client shall pay Firm professional fees as per the Letter. Fees may be adjusted at the sole discretion of Firm, and Client shall be notified of any such fee adjustments in writing. All fees are valid for 90 days from the date of the Letter.
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 Client or by the circumstances; (5) the nature and length of the professional relationship with Client; and (6) the experience, reputation and ability of the attorneys, IP specialists, or IP paralegals performing the services.
2.02. Expenses. In addition to the fees set forth in Section 2.01 herein, Client agrees to reimburse Firm for any and all other expenses Firm incurs on behalf of Client, such as, government official fees, third party service provider fees/expenses, international firm fees/expenses, scanning and photocopying, long distance telephone calls, postage, computer research, any applicable taxes, tariff surcharges, or other like amounts assessed by any governmental entity, or for such other expenses Firm may deem reasonable and necessary to incur.
Client acknowledges and agrees that certain expenses incurred are outside Firm’s control since they may be changed without notice, and in the case of international matters, vary with exchange rate fluctuations.
2.03. Payment for Fees and Expenses. Payment for all fees and expenses must be made in U.S. dollars and is due upon receipt by Client of an invoice or payment request from Firm. Unless otherwise agreed in the Letter, Firm requires an initial advance payment for each legal matter (“Matter”) as part of the Services before Firm takes any action related to Matter or any other legal matter for which Client retains Firm’s representation in the amount of the estimated fixed fee or alternatively estimated fees for hourly matters, plus estimated expenses, immediately upon receipt by Client of an invoice or payment request from Firm. All advance fees will be deposited in Firm’s trust account and will be applied toward the fees and expenses incurred in the Matter. Firm will invoice against the advance payment at each major Matter milestone and again at completion of the Matter. Further, additional advance payments will be required for any fees and expenses that exceed the advance payment at each major Matter milestone and again upon completion of the Matter. At any time that Client’s running trust fund balance falls below the initial estimate in the Letter, Firm will cease any work until such time that 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 the Agreement. On completion of each Matter, any excess trust fund balance will be refunded to Client by Firm within a reasonable time or alternatively held in Client’s trust account for future matters, as mutually agreed.
Any payments not made within thirty (30) days of the date of 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 fund request or invoice is not timely paid, Firm may withdraw from representation of Client and cease performance of the Services within the scope allowed by law. 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.
Unless otherwise agreed in the Letter, payment for additional fees for the performance of any Additional Services or additional expenses incurred by Firm on Client’s behalf are due immediately upon Client receipt of an invoice or payment request.
2.04. Tax Statement. All fees and expenses payable to Firm 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 Client.
3. In Person Services. When the Services are performed in person, Firm and Client shall each comply with applicable health and safety laws and regulations. Client assumes sole responsibility for implementing and maintaining all health and safety precautions at any location controlled by Client where Services are received. Client voluntarily assumes all risks related to exposure to illness or injury during in-person interactions. Consequently, Firm shall not be liable for any illness, injury, or related damages sustained by Client, its employees, agents, or any other representative, arising out of or relating to the performance of the Services.
4. Cooperation of Client. Client acknowledges and agrees that Firm’s ability to perform the Services are dependent upon, among other things, the accuracy of the information provided by Client to Firm, the timeliness of Client’s management decisions, and the performance of Client personnel in implementing Firm’s guidance. For purposes of this section, Client includes Client’s employees, consultants, contractors, agents, representatives, and any other person or entity authorized to act on behalf of Client.
Accordingly, Client agrees to 1) comply with all reasonable requests of Firm; 2) provide Firm with access to all equipment, documents, information, and facilities as may be reasonably necessary to perform the Services; 3) keep Firm informed of all relevant information for each Matter, accurately and comprehensively; and 4) respond promptly to all communications from Firm.
If Client utilizes any artificial intelligence tool (including generative AI, automated drafting, or data-summarization tools) to prepare information, technical descriptions, or documents provided to Firm, Client acknowledges and agrees to the following: (a) information generated or processed by such tools may contain “hallucinations,” factual errors, or legal inaccuracies, and Firm shall rely on the information provided by Client as being true and accurate; (b) Client assumes sole responsibility for verifying the accuracy, completeness, and integrity of any information generated by such tools before providing it to Firm; (c) Firm shall not be liable for any errors, omissions, or adverse outcomes (including, but not limited to, the loss of patent rights or the filing of inaccurate legal documents) resulting from Firm’s reliance on such information provided by Client; and (d) Client acknowledges that inputting sensitive or confidential matter-related information into such tools may jeopardize attorney-client privilege or data security. Client assumes all risks associated with such use of such tools.
5. Electronic Communication. Firm and Client will exchange information and documents via email and other electronic means. While Firm maintains commercially reasonable physical, electronic, and procedural safeguards to protect such data, Client acknowledges that electronic communication and cloud-based storage are inherently insecure and carry risks of interception, corruption, and unauthorized disclosure. Firm shall not be liable for any loss, delay, or damage arising from the interception, non-receipt, or corruption of electronic communications. Furthermore, while Firm employs updated anti-virus software, it is Client’s responsibility to scan all incoming files for viruses or malicious code. Firm disclaims all liability for any damages caused by viruses or malware transmitted via electronic media. Client’s continued instruction of Firm constitutes express consent to the use of electronic communication and the digital storage of Client information.
6. Warranties and Representations.
6.01. No Guarantee of Outcome. Firm’s fees are based on the time and services rendered and are not contingent upon the outcome or completion of any matter. Firm makes no warranties or guarantees, express or implied, regarding the result or outcome of any matter or service performed by Firm. Client acknowledges that legal, regulatory, and administrative outcomes, including, but not limited to, the “first action allowance” of any patent or trademark application, are subject to the discretion of third-party agencies and cannot be guaranteed.
6.02. Warranty. Firm warrants that: (1) the Services will be performed by qualified personnel with the degree of care and skill ordinarily exercised by members of the legal profession practicing under similar circumstances; and (2) Firm shall comply with all material statutes, regulations, and professional rules of conduct applicable to the performance of the Services in the jurisdictions where Firm is engaged to act.
6.03. DISCLAIMER. FIRM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, WORK PRODUCT, OUTCOMES, DELIVERABLES, OR RESULTS AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.
6.04. Engagement of Third-Party Professionals. To perform the Services, Firm may engage third parties on Client’s behalf (e.g., foreign counsel, patent agents, illustrators, or search specialists). These third parties are independent contractors and are not employees or partners of Firm. While Firm exercises reasonable care in selecting these professionals, Firm is not responsible for their performance. Accordingly, Firm shall not be liable for any losses, liabilities, or expenses resulting from the acts, errors, or omissions of any such third parties. Client may be required to engage these parties directly or provide a power of attorney to facilitate their work.
6.05. Firm Attorney Licensing. Firm attorneys are licensed to practice law in the State of Florida, the Commonwealth of Massachusetts, and federally before the USPTO for IP matters. When the Firm provides work product governed by the laws of a jurisdiction other than Florida or Massachusetts, such work product is based on general principles of commercial and intellectual property law and does not constitute a formal legal opinion on the specific statutory or case law nuances of that jurisdiction. If a dispute arises, or if you require a formal legal opinion on the enforceability of any work product under the laws of another jurisdiction, the Firm recommends engaging local counsel licensed therein.
7. Ownership of Work Product. Services do not constitute a “work-for-hire” arrangement. Firm shall retain all right, title, and interest in and to all results, work product, and deliverables generated during the performance of the Services (“Work Product”). Upon payment of all applicable fees, Firm grants Client a worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Work Product solely for its internal business purposes as contemplated by this Agreement. Firm retains exclusive ownership of all pre-existing intellectual property, including templates, methodologies, and proprietary research (“Firm IP”). No rights or licenses to Firm IP are granted to Client, except for the limited right to use Firm IP to the extent it is inextricably incorporated into the Work Product provided to Client.
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 each respective Matter, including all persons and entities that in any material respect are or may become related, affiliated, associated, or potentially involved in such Matter. Client acknowledges that Firm represents a diverse range of clients globally. As a condition of this engagement, Client provides its informed consent to Firm’s representation of other current or future clients in matters that are not substantially related to Firm’s work for Client. Client acknowledges and agrees that: 1) Firm may acquire confidential information from other clients that would be of interest to Client, and Firm has no obligation to share or disclose such information to Client; 2) Firm will implement appropriate ethical walls or information barriers to ensure that Client’s Confidential Information remains protected and is not used to Client’s detriment in unrelated matters; and 3) Client hereby waives any conflict of interest arising from such unrelated representations and agrees that it will not seek to disqualify Firm or assert a conflict of interest in any such matter.
9. Confidentiality.
9.01. Confidential Information. Firm will maintain the confidentiality of all non-public information obtained from Client during the course of this representation (“Client Confidential Information”). Firm will not disclose such Client Confidential Information to any third party without Client’s express or implied consent, except. (a) as required by law, court order, or ethical rules; (b) to Firm’s employees, contractors, or service providers who need the information to assist with the matter and who are bound by confidentiality; or (c) as necessary to protect Firm’s rights in a dispute with Client.
9.02. Document Retention and Destruction. Upon the termination of Firm’s representation, Firm will maintain Client’s file in electronic or physical form per document retention regulations. Client agrees that Firm’s copy of the file is the property of Firm. If Client requires copies of any records, they must be requested before the expiration of the retention period. Following the expiration of the retention period, Firm is authorized to permanently delete or shred all matter-related documents in a manner that preserves confidentiality.
10. Indemnification.
10.01. Indemnification. Client shall indemnify, defend, and hold harmless Firm and its affiliates, and their former and current trustees, directors, officers, employees, staff, contractors, service providers or agents from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of (i) Client’s negligence, recklessness, or willful misconduct; (ii) Client’s material breach of the Agreement; or (iii) Firm’s use of materials, information, or instructions provided by Client (a “Claim”).
10.02. Defense and Settlement. Firm shall provide prompt written notice of any Claim as defined in 10.01. Client shall have control of the defense and settlement, provided that: (a) Firm may retain separate counsel at Client’s reasonable expense if an actual or potential conflict of interest exists or if Firm reasonably determines that Client’s chosen counsel cannot adequately represent Firm’s interests; and (b) Client shall not settle any Claim or admit fault on behalf of Firm without Firm’s prior written consent. Firm shall cooperate in the defense at Client’s expense. For the purposes of this Section, the acts or omissions of Client’s employees, consultants, agents, contractors, subcontractors, or representatives shall be deemed those of Client.
11. Limitation of Liability.
IN NO EVENT SHALL FIRM, OR ITS CURRENT OR FORMER PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS INCLUDES, WITHOUT LIMITATION, LOST PROFITS OR INJURY TO PROPERTY, REGARDLESS OF WHETHER FIRM WAS ADVISED OF, SHOULD HAVE KNOWN, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. FIRM SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR LIABILITIES ARISING FROM: (A) THE ACTIONS OR OMISSIONS OF THIRD-PARTY VENDORS, SPECIALISTS, OR PRACTITIONERS REFERRED TO OR ENGAGED ON BEHALF OF CLIENT; OR (B) THE ACTIONS, INACTIONS, OR PROVISION OF INACCURATE INFORMATION BY CLIENT OR CLIENT’S EMPLOYEES, AGENTS, OR REPRESENTATIVES. CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR CONTRACTUAL OBLIGATION UNDER THIS AGREEMENT SHALL BE THE RE-PERFORMANCE OF THE SERVICES. IF RE-PERFORMANCE IS NOT COMMERCIALLY FEASIBLE OR DOES NOT CURE THE BREACH, CLIENT’S RECOVERY IS LIMITED TO A REFUND OF THE FEES PAID FOR THE SPECIFIC NON-CONFORMING SERVICES GIVING RISE TO THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, MAY BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE DATE THE CAUSE OF ACTION ACCRUED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.
12. Termination.
12.01. Term. The Agreement will commence as of the date of the Letter (and if no Letter, as of the first date of any Services performed) and will terminate solely in accordance with the terms herein.
12.02. Termination for Convenience. Client may terminate the Agreement for any reason and at any time by providing prompt written notice of termination to Firm. Firm may terminate the Agreement for any reason and at any time by providing prompt written notice of termination to Client, except to the extent limited by applicable law or rules of professional conduct.
12.03. Termination for Cause. Firm may terminate the Agreement and withdraw from representation immediately (subject to court approval, if required) upon written notice if Client materially breaches the Agreement.
12.04. Obligations Upon Termination. If either party terminates the Agreement for any reason: 1) Firm will immediately withdraw representation of Client and cease performance of any Services; 2) Client shall take all steps necessary to free Firm of any obligation to perform further Services, including the execution of any documents necessary; 3) Client shall immediately pay for all Services rendered, including fees or expenses paid or incurred on Client’s behalf prior to termination, or which are reasonably necessary after such termination, as determined in Firm’s sole discretion; and 4) Client acknowledges and agrees it is solely accepts responsibility for making alternative arrangements for all Matters or any Services, including, compliance with all deadlines, due dates of action, payment of official fees, and any other the taking of any official steps necessary to preserve Client’s rights in relation to such Matters or any Services which Firm handled for Client prior to such termination.
12.05. Attorney’s Liens. To the extent permitted by law and applicable ethical rules, Firm shall have a lien over all property, documents, and money in Firm’s possession belonging to Client and a lien upon any settlement, judgment, or award obtained in Client’s favor to secure the payment of all fees and expenses due to Firm. This means Firm may, subject to local court or bar rules, withhold Client’s file or deduct unpaid fees from any recovery until all outstanding invoices are satisfied.
13. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than obligations to pay money) to the extent caused by an event beyond its reasonable control, including acts of God, pandemic, war, terrorism, civil unrest, labor disputes, fire, flood, or failure of public utilities or transportation (“Force Majeure Event”). The affected party shall: (i) provide written notice to the other party within five (5) business days of the event’s onset; and (ii) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If the delay continues for more than thirty (30) days, the non-affected party may terminate this Agreement immediately upon written notice.
14. Governing Law and Venue. The Agreement 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 the Agreement 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 AGREEMENT.
15. Dispute Resolution. The parties agree to attempt to settle any claim or controversy arising out of the Agreement 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. In the event of any dispute arising out of or relating to the Agreement, 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 incurred in connection with the dispute, in addition to any other relief to which it may be entitled.
17. Identity of Client. Firm’s sole client is the party specifically identified as the “Client” in this Agreement. This engagement does not create an attorney-client relationship between Firm and any of Client’s affiliates, subsidiaries, parent companies, or their respective officers, directors, or owners (collectively, “Affiliates”). Accordingly, Firm’s representation of Client does not create any fiduciary duty or obligation of confidentiality toward any Affiliate. Client acknowledges that Firm remains free to represent other clients in matters adverse to any Affiliate, and such representation will not be considered a conflict of interest.
18. Severability. If any provision or portion of the Agreement 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 the Agreement 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. The Agreement 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 the Agreement 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 its sole discretion, to change, modify, add to, or remove portions of these Terms and Conditions at any time. Firm will notify Client of any material changes in writing. Continued use of Firm’s Services following notice of such changes will constitute Client’s acceptance of the revised Terms and Conditions..