STANDARD TERMS AND CONDITIONS

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We are pleased to have the opportunity to represent you.

The client-attorney relationship works best when there is a mutual understanding about the scope of our representation, the legal fees and costs, and our payment terms. Accordingly, our Standard Terms of Engagement and Policies are intended to explain our current billing policies and terms as well as important aspects of our representation. The standard terms and policies are subject to change. We encourage you to discuss with us at any time any questions you might have concerning these policies and procedures.

There may be a specific representation letter that sets forth the terms of our engagement. In the event of a conflict between the engagement letter and these standard terms and policies on any single provision, the engagement letter will be supersede these standard terms and policies. Otherwise, these standard terms and conditions will apply to all matters on which we are asked to represent you even if no representation letter is executed. Some matters may have an additional addendum with additional terms and policies specific to that matter type.

These policies and procedures and any relevant matter addendum become a contractual part of our representation and are incorporated into the representation agreement.

I. legal REPRESENTATION

Our goal is to provide the highest quality and most efficient legal representation possible.

1. Disclaimer of Guarantee and Estimates

Nothing in these standard terms and polices including any addendum and nothing in our statements to you will be construed as a promise or guarantee about the outcome of any matter or whether a court case or lawsuit will be filed. We makes no such promises or guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion only. Any estimate of fees given by us shall not be a guarantee. Actual fees may vary from any estimates provided.

2.  Conditions, Effective and Void Dates.

The representation will not take effect, and we will have no obligation to provide legal services, until you return a signed copy of the representation letter and provide any retainer requested by us or described in the representation agreement.

1. Payment Obligation

Even if the Representation Letter does not take effect, you will be obligated to pay us the reasonable value of any services we may have performed for you.

2. Commencement

Commencing with the date we first performed services, this Representation Letter and these Standard Terms of Engagement and Policies govern all legal services performed by us on your behalf.

3. Scope of Services.

The scope of our services is contained in the representation agreement. Nothing in these standard terms and conditions will expand scope of the representation.

4. Work Assignments

The lawyer with whom you deal primarily may assign responsibility for completing some of your work to other lawyers or other personnel in the office under his or her supervision and may use other lawyers where specialized help is needed. Contract lawyers may also be engaged. The supervising lawyer will continue to be responsible for your entire assignment, however, and will be available to discuss the use of other personnel with you. It is our goal to assign tasks among lawyers, contract lawyers, paralegals, legal assistants and law clerks in a way that produces the highest quality of work at a fair price.

5. Outside Services

1. External Providers.

You acknowledge that our law firm uses outsourced legal and administrative support services, some of which may be provided by service providers located outside of the United States. By retaining us, you expressly consent to the use of such service providers with no further notice to you of their use in any particular manner. In the course of these services, you authorize us to disclose information that is protected by Attorney’s obligation of confidentiality and by attorney-client privilege. We have carefully chosen the service providers with which we work, and they are all bound to us by contractual obligations of confidentiality. We also ensures that all service providers have not performed services for any parties adverse to your interest. We will also review the work provided by our support staff and verify that it is accurate, relevant and complete. We may disclose information that we consider necessary to the service providers. We will refrain from using any such service providers if you request it, but this may increase the total fees in your case.

2. Cloud Data Storage

Some if not most or all electronic documents will be stored outside of our offices on secured SSL 128 bit encrypted storage facilities provided by third parties such as Microsoft SharePoint and OneDrive. You provide informed consent to the storage of personally identifiable electronic data in these secure SSL 128 bit encrypted online storage facilities.

6. Communications

We often use cell phone, Internet e-mail, and facsimile to communicate with you. We cannot guarantee the total security or reliability of any form of communication. 

1. Cell Phones

You acknowledges that we have advised you that conducting attorney-client conversations over cellular telephones, though not necessarily violating attorney-client privilege, involves potential risks of interception and such conversations cannot be considered confidential. Client provides informed consent to communicate with us via cellular telephones should the need arise.

2. Email

Particularly sensitive communications should not be sent to us by e-mail. You further acknowledge that we have advised you that sending unencrypted email can lead to disclosure and involves the potential risk of interception of client confidences. You provide informed consent to communicate with us via email. Encrypted email services are available upon request.

3. Facsimile

We utilize Internet facsimile services which create and send document files in Adobe Acrobat (.pdf) format. These services and documents can lead to disclosure and involves the potential risk of interception of client confidences. You provide informed consent to communicate with us via facsimile.

7. Social Networking

In order to maintain our professional relationship and protect your privacy we typically do not engage with our clients on social networking sites such as Facebook, Linked In, et cetera.

II. FINANCIAL ARRANGEMENTS

1. General

1.Background and Credit Check

Normally it is our policy to conduct a credit check before beginning work on client matters. If the credit check returns unsatisfactory results, we reserve the right to terminate our representation.

2. Retainer

If we have received a retainer from you, this retainer is held in a COLTAF trust account. This retainer will be either (a) applied to the final invoice or (b) used to pay current earned fees and/or invoices with the amount in trust to be replenished by you. If a retainer is required, we may choose not to commence work on your behalf until the retainer is paid.

2. Legal Fees

1. Fee Estimates

We do our best to estimate fees and expenses for particular matters when asked to do so. However, an estimate is just that, and the fees and expenses required are ultimately a function of many conditions over which we sometimes have little or no control. Thus, any estimates of anticipated fees or expenses that we provide are, due to the uncertainties involved, necessarily only an approximation of anticipated fees or expenses. Under no circumstances are such estimates a maximum fee or expense quotation. Our actual fees will be determined in accordance with the policies and procedures described herein. In some cases, we may provide specific fee arrangements on a project basis. A specific fee arrangement will always be confirmed in writing; otherwise, our normal billing policies and procedures will apply.

2. Standard Hourly Rates

Pursuant to the applicable standards and rules governing the professional conduct of lawyers, a reasonable fee takes into consideration, among other factors, the time and labor required, the novelty of the issues involved and the skill required to perform the legal services properly, the amount involved and the results obtained, any time limitations imposed by the client, the experience, reputation and ability of the attorneys performing the services, and the degree of risk assumed by the attorney. In accounting for the hours attributable to an assignment, the billing lawyer may take into consideration efficiencies and value resulting from the firm's technology and other resources that provide benefit to the client that is greater than would be reflected in the hourly rate of the individual lawyer involved.

Our hourly rates for lawyers currently range up to $480 per hour, depending primarily on the particular lawyer's experience and expertise. A current rate table will be provided upon request.

The time charged will include the time Attorney spends on telephone calls relating to Client’s matter, including calls with Client, witnesses, opposing counsel or court personnel. The legal personnel assigned to Client’s matter may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. Likewise, if more than one of the legal personnel attends a meeting, court hearing or other proceeding, each will charge for the time spent. Attorney will charge for waiting time in court and elsewhere and for travel time, both local and out of town. Time is charged in minimum units of .10 minutes of an hour.

To help us determine the value of our services, we maintain time records for each client and matter. Our rates are a benchmark, and not the sole determinant of the value of our services for billing purposes, although our fees will generally be based on the amount of time spent by lawyers, paralegals, legal assistants and clerical personnel with specialized skills or knowledge.

3. Costs and Other Charges

1. Reimbursements for Disbursements

We obtain reimbursement for disbursements made on your behalf , such as filing fees, transcript and deposition fees, reasonable travel expenses and expert witness fees. The disbursements and other charges also include such items as long distance telephone charges, special postage, delivery charges, photocopying, secretarial overtime, if necessary, and use of other service providers such as commercial printers and binders, if needed. We may also make separate charges for the use of computerized legal research systems that often significantly reduce lawyer research time. At times, we may ask you to pay certain disbursements and charges directly to the vendor, or we may request that we receive payment for costs that will be incurred. If we do, such payments must be made on a timely basis.

Attorney will incur various costs and expenses in performing legal services under this Agreement. Client agrees to pay for all costs, disbursements and expenses in addition to the hourly fees. The costs and expenses commonly include, service of process charges, filing fees, court and deposition reporters' fees, jury fees, notary fees, deposition costs, long distance telephone charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, consultants' fees, expert witness, professional, mediator, arbitrator and/or special master fees and other similar items.  All costs and expenses will be charged at Attorney’s actual cost.

2. Out of Town Travel

Client agrees to pay transportation, meals, lodging and all other costs of any necessary out-of-town travel by Firm’s personnel. Client will also be charged the standard hourly rate for the time legal personnel spend traveling.

3. Experts, Consultants and Investigators

To aid in the preparation or presentation of Client’s case, it may become necessary to hire expert witnesses, consultants or investigators. Client agrees to pay such fees and charges. Attorney will select any expert witnesses, consultants or investigators to be hired, and Client will be informed of persons chosen and their charges. Additionally, Client understands that if the matter proceeds to trial, Client may be required to pay fees and/or costs to other parties in the action. Any such payment will be entirely the responsibility of Client.

4. Billing Practices, Application of Payments

1. Invoices and Statements

It is our policy to invoice you monthly for fees and out-of-pocket expenses. Each lawyer and legal assistant records the time required to perform services and sends out invoices describing services rendered and expenses incurred for you. We make every effort to include disbursements and expenses in the statement for the month in which they are incurred. However, the invoice may not necessarily include all of the fees and expenses incurred during the month and may be billed at a later date. Some disbursements and expenses, such as telephone charges, are not available to us until the following months, in which case either a subsequent statement will be rendered to you for these additional charges, or an estimated amount will be included in the initial billing and an adjustment made when the actual disbursement information is available. Separate invoices are normally produced for each legal matter the firm handles on your behalf. Invoices will normally be rendered monthly for work done in the previous month covering and identifying services rendered as well as disbursements and other charges.

2. Invoice and Statement Accuracy

The attorney will make reasonable efforts to submit accurate billings to the client. In the event of a billing error, discrepancies, or if any other disagreement should arise regarding the client’s bill, it must be brought to the attorney’s attention in writing within 15 days from the date of the bill. Failure to do so indicates approval and acceptance of the bill as submitted to the client.

3. Application of Payments

All payments will be applied first to costs disbursed by us and then to legal fees earned by us. Payment of Court filing fees in advance will be your responsibility.

4. Payment Due Date

Payment is due upon your receipt of our invoice, unless special arrangements have been made in advance.

5. Application of Funds from Retainer

Client authorizes Firm to apply funds from retainer or trust to any earned fees or invoice.

6. Credit Cards

Client will pay all credit card and merchant processing fees associated incurred for processing payment by this means. In accordance with our merchant processing agreement, Client acknowledges that the Firm is not authorized to accept a credit card payment for attorney's fees from any client who intends to list such payment of fees on a credit card as a debt in a bankruptcy proceeding.

7. Returned Checks

The Firm shall have the right to collect for returned check fees and costs to the extent permitted by law. The Firm may charge interest on unpaid balances which accrues at the maximum rate available under law. Client agrees to pay all fees and deductions associated with merchant, debit or credit card processing.

5. Collection of Unpaid or Past Due Accounts

In a professional, relationship, it is important that no conflicts arise and full attention is devoted to your matter.

1. Work cessation for non-payment

You agree that should any invoice remain unpaid for 30 days after the due date, the firm will cease working on your matter. In addition, failure to pay invoices promptly will normally result in our withdrawal of representation for you in accordance with applicable rules regarding withdrawal, if any. Client agrees to attorney's withdrawal in these circumstances.

2. Reasonable  Collection Fees

Attorney or Firm shall be entitled to reasonable attorney’s fees and any costs incurred in collection of amounts due under the Representation Agreement and these Standard Terms.

3. Interest on Past Due Balances

Client has been advised and agrees that interest shall accrue on unpaid past due balances at a reasonable rate which is the maximum interest rate available under law.

4. Lien

The attorney shall have the right to place a lien on any and all of the client's real or personal property, or money, whether separate or community property, for the payment of any fees or costs outstanding to extent permissible by law and professional ethical requirements.

6. Authorization to Apply Trust Funds

You authorize us to apply any funds from your trust retainer to any invoice, earned fees, or costs.

III. CLIENT RESPONSIBILITIES

1. Cooperation

You agree to be truthful with us, to cooperate with us in the matter, to keep us informed of any information or developments which may come to your attention and to keep us advised of your address, telephone number and whereabouts if necessary and relevant for the matter. You agree to assist us by providing necessary information and documents. You agree to appear when necessary at legal proceedings.

2. Document Retention

Because the matters we will be advising you on could eventually lead to litigation, in many circumstances you have a legal obligation to retain documents. This includes documents kept on computers, in e-mail and in paper form. If you discard or destroy documents that may have something to do with the case, the court may hold this against you. Thus, you should take steps to make sure that documents of all forms that may have anything to do with the situation are retained in a safe place. If you have any questions in this regard as to any particular documents being retained, retain the documents and discuss them with me.

IV. CONCLUSION OF SERVICES AND ENDING THE RELATIONSHIP

1. Termination by Client

You may terminate our representation at any time by notifying us, preferably in writing. If such termination occurs, your papers and property will be returned promptly or forwarded per your instructions. Our own files and papers pertaining to the matter will be retained. Our files and papers include, for example, firm administrative records, time and expense reports, personnel and staffing materials, credit and accounting records; and internal lawyers' work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers. It is expressly agreed and understood by and between you and us that the working papers, documents, and files created by us as the firm are the sole and exclusive property of the firm. However, you are entitled to receive copies of all correspondence and other papers filed in connection with any litigation upon your request. Under no circumstances are you entitled to the personal working papers, notes, and internal memoranda of our attorneys. If copies of discovery documents are requested by you, you agree to pay reasonable copy charges.

2. Termination by Firm

We may withdraw from representation if you fail to fulfill your obligations to the firm set forth in the representation letter and/or these Standard Terms of Engagement and Policies, including your obligation to pay our fees and expenses, or as otherwise permitted or required under any applicable standards of professional conduct or rules of court, or upon our reasonable notice to you.

3. Post Termination

At termination or the conclusion of the matter, our representation will end.

4. Document Policy

When termination occurs, Client's original papers and property will be returned promptly or forwarded per your instructions. The Firm's files and papers pertaining to the matter will be retained by the Firm. These files and papers include, for example, firm administrative records, time and expense reports, personnel and staffing materials, and credit and accounting records; and internal lawyers' work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers. You may request access to the portions of the files that we retain should you have a need or desire to do so.  You will be entitled to any original documents that you may have provided to us. It is not our practice to return such originals to you and our engagement shall not be deemed to be extended if we fail to do so. You may request the transfer or delivery of your files upon termination or conclusion of the representation. If no such request is made, the firm will retain your files in accordance with our file retention policy. At the end of that period, the files will be destroyed, with the exception of any client property contained in the files that the firm is required to retain pursuant to applicable provisions of the Colorado Rules of Professional Conduct.

5. Financial Effects.

The conclusion of our services will not affect your responsibility for payment of outstanding statements and accrued fees and expenses incurred before termination or in connection with an orderly transition of the matter to your new attorney.

1. Balance Acceleration

When Attorney’s services conclude, all unpaid charges will immediately become due and payable.

V. DISPUTE RESOLUTION.

Although we look forward to a mutually rewarding relationship, in the unlikely event of a dispute, including a dispute regarding the amount or payment of fees and expenses, we may have a duty or the right to withdraw from your representation as provided by the applicable rules of professional conduct.

1. Venue

The Representation Agreement and these Standard Terms of Engagement and Policies are executed and entered into in Denver, Colorado. Courts situated in Denver, Colorado shall have exclusive jurisdiction over any litigation between us. We each agree to waive any other jurisdiction.

2. Arbitration of Non-Fee Disputes

In the event of a dispute, controversy or claim other than one arising out of or relating to non-payment of our fees and costs, we mutually agree that any such dispute, controversy or claim will be submitted to mandatory binding arbitration before a single arbitrator in Denver, Colorado, in an arbitration administered by recognized organizations in accordance with the organization’s rules. An example of such an organization is JAMS or American Arbitration Association. The decision of the arbitrator will be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party will be entitled to costs.

VI. Completeness of AGREEMENT, severability, modification

1. Entire Agreement

The Representation Agreement and these Standard Terms of Engagement and Policies along with any matter specific addendum contain the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

2. Severability

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

3. Modification

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them, or an oral agreement only to the extent that the parties carry it out.

VII. Closing

In closing, let us assure you that our goal has always been and will continue to be to provide legal services to you on the most cost-efficient basis possible. It is very important that we proceed on a clear and satisfactory basis in our work for you.

If you have questions about any aspect of our arrangements or our invoices, please feel free to raise those questions by calling us anytime.