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General Counsel Online

General Counsel Online Retainer Agreement


Agreement Between and General Counsel Online

 

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

Parties

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

Client Representative

  1. CLIENT will designate a single person to be the “Client Representative”, who shall be principally responsible for communicating with GCO. CLIENT may change the Client Representative from time to time during the term of this Agreement, in its sole discretion and upon notice to GCO of such change. 
  2. CLIENT hereby represents that the person designated Client Representative has the express, actual agency on behalf of CLIENT to direct GCO and its attorney with respect the Consultations and Service Packages and to act as CLIENT’s agent and proxy for all requests, directives, preferences, intentions and decisions to be made on behalf of the CLIENT. The superiors of the Client Representative within CLIENT may nevertheless intercede as principals to countermand, overrule or modify the Client Representative’s directives, and GCO and its attorney will adhere to instructions provided by the principals.
  3. The CLIENT Representative at the outset of this Agreement will be:

Representative Name: 

Representative Title: 

Company Address

Representative Phone Number:

Representative Email:

Scope of Representation

  1. Under this Agreement, we will provide CLIENT with Consultations and Service Packages as described on the GCO website at https://staging2.generalcounsel.online (the “Website”), incorporated into and made part of this Agreement by reference. The Website will describe with particularity the services, deliverables, fees and other terms specifically related to Consultations or Service Packages.  These terms may be amended from time to time during the term of this Agreement in GCO’s sole discretion by modifying them at the Website and by contemporaneous notification to CLIENT.   
  2. A “Consultation” will mean a spoken dialog conducted via web video, audio conferencing, telephone or in-person between the GCO attorney and the Client Representative or other CLIENT-designated employees or agents. In a Consultation, the GCO attorney will provide information, advice, opinion, counsel, analysis and recommendations concerning legal matters or business matters with legal implications.  A Consultation may be conducted in-person at an extra cost as agreed to by GCO and CLIENT.  Consultations do not include activities and deliverables described in the Service Packages.
  3. A “Service Package” is a task and its associated deliverables as described at the Website. CLIENT can purchase Service Packages at the GCO website.  GCO will provide Service Packages to CLIENT in accordance with the terms of this Agreement and any additional terms relative to the specific Service Package being offered.  Such additional terms will be stated at the Website in description of the Service Package.  If the terms of this Agreement conflict with or contradict those concerning a specific Service Package, the terms of this Agreement shall supersede such contradictory or conflicting terms and conditions.
  4. GCO is competent to deliver Consultations and Service Packages related to company structure and formation, compliance with statutory requirements, a wide range of commercial contracts (including non-disclosure, independent contractor, commercial, license, service, capitalization and other contracts), commercial law and regulation, employment-related matters, intellectual property law including copyrights, trademarks, trade secrets, and patents (GCO is not licensed to practice before the Patent Bar), buy/sell and real estate agreements.
  5. The scope of GCO’s Consultations and Service Packages does not include matters related to criminal law, tax law, employment law, international and trade law, patent drafting and filing, import/export and trade law, bankruptcy law, or personal matters including without limitation family or estate law. Where CLIENT has a need for specialized legal resources beyond the scope of services GCO can provide, GCO shall so indicate and will endeavor to assist CLIENT with obtaining such resources.
  6. GCO’s representation is limited to Consultations and Service Packages and does not include participation in litigation or practice or appearances before Pennsylvania (or other state or federal) tribunals, agencies or legislative bodies, unless explicitly declared otherwise in this Agreement or the Website, or by separate agreement of the parties.
  7. GCO is licensed to practice law only in Pennsylvania and not in other states. Its representation of CLIENT is predicated on CLIENT: 1) having its principal place of business or conducting substantial business in Pennsylvania, or 2) CLIENT having been formed or registered as a corporation, partnership or LLC in Pennsylvania, or or 3) CLIENT being otherwise subject to the jurisdiction of Pennsylvania.  If and when this is not the case, CLIENT will immediately inform GCO, who will endeavor to identify attorneys that are licensed to practice law in the foreign state.
  8. If CLIENT should need or desire legal representation or services not described above, CLIENT and GCO may negotiate in good faith to have GCO provide such services under a separate agreement, or GCO may at CLIENT’s request, refer another attorney or law firm to handle such matters on behalf of CLIENT.

Fees

  1. CLIENT agrees to pay GCO a flat fee per month to retain GCO for Consultations as described on the Website (the “Retainer”). This fee will be charged to CLIENT’s account in advance monthly, beginning upon purchase at the Website.  It will not be deposited or held in an escrow or trust account, but instead shall accrue to GCO upon payment.  This fee is non-refundable, because it is intended to compensate GCO for securing the GCO attorney’s ongoing availability to CLIENT for Consultations over the time periods stated in the Rate Card.  CLIENT must affirmatively terminate this Agreement by canceling it online or by written notice to GCO. 
  2. Fees for Service Packages are as stated on the Website pages concerned with the Service Package. CLIENT will prepay for any Service Packages it requests at the time they are requested at Website.   These fees are refundable as stated on the Website Service Package page(s).  

Expenses

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

Term & Termination

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

Confidentiality

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

Ownership and Retention of Work Product

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

Dispute Resolution. 

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

This Agreement

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

 

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

 

ACKNOWLEDGED AND AGREED TO:

Effective upon signature

[AUTHORIZED REPRESENTATIVE]

On behalf of

 

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General Counsel Online https://generalcounsel.online
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Document name: General Counsel Online Retainer Agreement
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April 13, 2020 3:38 pm EDTGeneral Counsel Online Retainer Agreement Uploaded by Robert Kost - admin@generalcounsel.online IP 24.3.196.51