Small Business Access Retainer Agreement

This Small Business Access Retainer Agreement (the “Access Plan,” or the “Agreement”) is between the interested actual business entity (the “Access Client”) and Tingen & Williams, PLLC, a professional limited liability company located at 1801 Bayberry Court, Suite 203, Richmond, Virginia 23226 (“Tingen & Williams,” the “Firm,” or the “Attorney”). The Access Client and the Firm may be collectively referred to as the “Parties” for the purposes of this Agreement.

This Agreement is offered by the Firm as an affordable true retainer for certain legal services to be provided by a Tingen & Williams Attorney, and the Access Client desires to retain such services.

For the purposes of this Agreement, the Access Client shall be the business named on the Tingen & Williams online application with 10 or fewer employees with one Employer Identification Number (EIN), as assigned by the Internal Revenue Service (IRS). Additionally, the Access Client shall be a legal, for-profit entity, which is not a publicly-traded business.

Accordingly, the Parties agree as follows:

Article 1 – Definitions

1.1 Definitions. The capitalized terms defined in the preamble of this Agreement have the meanings assigned to them, and each of the following terms have the meaning set forth below:

  1. “Access Plan Year” means either a monthly payment toward the Small Business Access Plan, paid by the Access Client, for a consecutive 12-month duration from the initial Small Business Access Plan purchase, or a single payment period lasting 12 months before need for renewal.
  2. “Designated Agent” means a member of the Access Client who has been designated through Tingen & Williams’ online application to communicate with the Attorney on behalf of the Access Client.
    1. Notice: An Access Client shall designate up to two Designated Agents who have authority to legally bind the Access Client. In the event a Designated Agent is no longer associated with the Access Client for any reason, it shall be the Access Client’s responsibility to notify Tingen & Williams. If Tingen & Williams is not notified of Designated Agent changes, the firm and its attorneys are not responsible for any legal issue that may result.
  3. “Member Discount” means a deduction of 25% from the Attorney’s standard hourly rate in all legal matters not included or provided for in this Agreement, unless otherwise noted.
  4. “Professional Judgment” means the application of relevant training, knowledge and experience, within the context of the legal profession, in making informed decisions when addressing all matters relating to the relationship between the Attorney and Access Client.

Article 2 – Access Plan Purchase

2.1 The Exchange. Tingen and Williams shall make available to the Access Client all services incorporated herein and shall provide all unincorporated or excluded services at a discount price, as provided within this Agreement, upon the Access Client’s purchase of the Access Plan services.

2.2 Payment Period. The purchase of Access Plan services shall renew on a monthly or annual basis, depending on the selected payment option.

2.3 Payment Method. The Access Plan fee shall automatically be renewed either every 30 days, or every 365 days, depending on the selected payment option, following the date of initial payment.

2.4 Billing. The Access Client shall be notified via email after each renewal of payment.

Article 3 – Access Plan Services

3.1 Consultation Services. The Access Plan includes services relating to personal consultations with an Attorney and are limited to the following:

  1. Telephone or Online Consultation. The Access Client shall be entitled to telephone or Online consultations of up to 3 business-related legal matters per month. Consultations shall be available to the extent the Attorney considers it necessary to adequately advise the Access Client on the legal matter at hand up until the duration of one-half hour has been met. Additionally, the Attorney, in his or her Professional Judgment, may provide up to one-half hour of legal research concerning the matter.
    1. Exemptions: Telephone Consultation does not include the following:
      1. Coverage for those legal matters which the Attorney determines are raised an inordinate or unreasonable number of times without substantial change of circumstances.
      2. Legal matters covered under Specialty Consultations.
    2. Notice: The duration of the entire telephone consultation shall not exceed one hour, collectively (consultation and legal research), per legal matter. If the consultation exceeds one hour, the Access Client shall be notified by the Attorney and shall have the option to discontinue the service being provided towards their legal matter or continue with the service under the Member Discount. Additionally, in the event the Access Client is entitled to coverage under any other section of this Agreement, the Designated Agent shall communicate only with the specific attorney handing those matters rather than utilizing the coverage that is provided in this section for that legal matter.
  2. Letter or Telephone Call. If the Attorney, in his or her Professional Judgment, determines from a consultation with the Access Client that either a letter or telephone call would be beneficial to the Access Client, then an initial letter or telephone call, for each unrelated legal matter, shall be written or made on behalf of the Access Client. In the event a response is received from a third party to the initial letter or call, a follow-up letter or call shall be provided if the Attorney, in his or her Professional Judgment, determines such action to be necessary.
    1. Exemptions: The Attorney shall not be obligated to send any communication relating to debt collection. Additionally, Letter or Telephone Call services shall not include communications relating to Specialty Consultations.
    2. Notices: Letter or Telephone Call services are limited to the following:
      1. Initial letters or calls are limited to 20 per Access Plan Year and only one per subject matter.
      2. No more than six letters or calls shall be made in any one month.
      3. It is the responsibility of the Access Client to provide, in a timely manner, sufficient documentation enabling the Attorney to write a letter or make a call.
      4. It is at the sole discretion of the Attorney, in his or her Professional Judgment, to determine whether a letter or call is appropriate in the given situation.
  3. Specialty Consultation. Certain legal matters may require the Attorney to seek outside counsel in order to adequately assist the Access Client. The Access Client is entitled to receive a total of three telephone consultations, each up to a duration of one-half hour, for the following legal matters per Access Plan Year:
    1. Commodities;
    2. Trademark;
    3. International Law;
    4. Tax;
    5. Admiralty;
    6. Patents;
    7. Copyright;
    8. Securities;
    9. Intellectual Property;
    10. Import/Export or customs matters;
    11. Antitrust;
    12. Those legal matters which arise within the United States but outside of the Access Client’s state of established primary place of business.
      1. Notice: The Access Client is entitled to one document review of domestic legal issues concerning out-of-state matters per Access Plan Year.
    13. Exemption: No other services are available under Specialty Consultation except as provided in this section.
    14. Notice: The Access Client’s Designated Agent must call the number listed on the Tingen & William website during regular office hours in order to receive consultation on these services. Additionally, in the event further services are required beyond the initial telephone consultation, those services will be provided under the Member Discount.
  4. Document Review. Following consultation, the Access Client shall be entitled to submit for review any document of 15 pages or less relating to the consultation. The Access Client’s Designated Agent shall provide a copy of the document to be reviewed to the Attorney. The Attorney shall then review the copy and advise the Access Client’s Designated Agent by telephone or online consultation on any areas of concern and the legal implication of those provisions and their conformity to state and federal law.
    1. Exemption: Document Review does not include review of documents relating to ongoing court proceedings or lawsuits, such as petitions, complaints, requests or motions for court order.
    2. Notices: Document Review shall be limited to the review of six documents per month, with a cumulative limit of 20 documents per Access Plan Year. Each additional review of a single document, beyond its initial review, shall be considered a separate document review toward the 20-document limit under this Agreement. All reviews beyond the 20-document limit and any further legal service not provided in this section shall be available under the Membership Discount.

Article 4 – Termination

4.1 Tingen & William’s Right to Terminate. Tingen & Williams shall be entitled to the right to terminate this Agreement for the following:

  1. Reasons of fraud;
  2. Non-payment of Small Business Access Plan fees; or
  3. if the Attorney determines, in his or her Professional Judgment, that the Access Client is unable, unwilling, or incapable of accepting or understanding legal advice and services.

4.2 Email Notice. Tingen & Williams shall notify the Acess Client via email in the event the Firm decides to terminate this Agreement.

4.3 Access Client’s Right to Terminate. The Access Client shall be entitled to the right to terminate this Agreement at any time by notifying Tingen & Williams.

4.4 Limit on Reimbursement. Following the termination of this Agreement, and upon request, the Access Client shall be entitled to reimbursement of the unused portion of the Small Business Access Plan fees paid towards this Agreement. This reimbursement is only available to Access Clients who purchased Small Business Access Plan services under the annual payment period option. Additionally, the amount owed in reimbursement shall be calculated on a pro rata basis over the payment period.

  1. Exemptions: Any enrollment fees and all fees considered applicable towards the month in which cancellation occurs are considered earned. Earned fees shall not be refunded should this Agreement be canceled by the Access Client.
  2. Limit on Services. In the event of cancellation by Tingen & Williams, services shall only be provided for those matters reported to the Attorney during the eligible period in which this Agreement is in effect.

Article 5 – Dispute Resolution

5.1 Arbitration. All disputes or claims relating to Tingen & Williams; this Agreement; provided services; any claims or causes of action between any Access Client, Tingen & Williams and any Tingen & Williams attorneys or employees, whether in tort or contract; shall be settled totally and finally by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association.

5.2 Mutual Exemption. The Parties are entitled to agree upon the use of other processes to settle disputes or claims.

5.3 Claim Limitation. If the Access Client files a claim or counterclaim against Tingen & Williams or any of its attorneys or employees in any such arbitration, he or she may do so only on an individual basis and not with any other member or as part of a class action.

Article 6 – General Exemptions

6.1 Exemptions. The following are specifically excluded and shall not be interpreted as included services under this Agreement:

  1. Any matter, issue, consultation, action, proceeding or dispute between the Access Client and any owner of the business. Any issue which raises or could raise a conflict between any owner or Designated Agent and the Access Client or any issue between any owner and any Designated Agent which affects the Access Client.
  2. Fines, court costs, filing fees, ad litem fees, penalties, expert witness fees, bonds, bail bonds and out-of-pocket expenses.
  3. Any person or entity who initiates or participates in a lawsuit against Tingen & Willliam or any of its subsidiaries, or affiliates, or is named as a defendant or respondent in a lawsuit initiated by Tingen & Williams or any of its subsidiaries or affiliates, shall be exempt from receiving any of the legal services under any section of this Agreement, during the pendency of such lawsuit or until its resolution.
  4. Any matter, issue, consultation, action, proceeding, lawsuit or dispute between the Access Client and the Attorney or the Access Client and Tingen & Williams.
  5. Any matter which the Attorney determines, in his or her Professional Judgment, is resolved or has been raised an unreasonable number of times without substantial change of circumstance.
  6. Any matters which are covered by an insurance policy.

Article 7 – General Provisions

7.1 Anticipated Costs. All services which may require payment of any anticipated cost (filing fees, printing costs, travel expenses, etc.) not covered by this Agreement, shall be paid in full by the Access Client. All determinations of anticipated costs to be incurred shall be the sole discretion of the Attorney. When applicable, eligibility for receipt of services under this Agreement is contingent upon payment of such retainers and anticipated costs prior to commencement of legal representation.

7.2 Examination Right. While the terms of this Agreement shall be made available on Tingen and Williams’ website, the Access Client shall have 10 days after the initiation of this Agreement to review its terms and rescind his or her decision. Upon the Access Client completing the online cancellation process within that 10-day period, he or she shall have the paid Small Business Access Plan fee refunded.

  1. Exemption: In the event the Access Client seeks legal services as provided in this Agreement within 10 days after its initiation and then proceeds to rescind his or her decision, refund of fees for that month’s services are unavailable.

7.3 Duplication of Coverage. The Access Client shall not secure services from the Attorney for the same matter under more than one Agreement and may not secure the services of more than one attorney on any given subject.

7.4 Exemption of Native American Legal Issues. Native American legal issues are excluded from services. Such issues include legal matters before federal, tribal and/or state courts, administrative bodies, arbitration panels or arbitrators, tribunals and/or hearing panels, judges or officers.

7.4 Reinstatement Procedure. The Access Client may seek to reinstate this Agreement after cancellation if the Agreement is still offered by Tingen & Williams at the time reinstatement is sought. Tingen & Williams, at its sole discretion, may reinstate this Agreement upon payment by the Access Client of the appropriate fee. Services shall then become available to the Access Client on the date the reinstatement is accepted and processed by Tingen & Williams. Services are not available for any actor or occurrence during the lapse period between initial cancellation and reinstatement.

7.5 Change in Fees. Tingen & Williams reserves the right to change the established Small Business Access Plan fee for this Agreement. Changes in the membership fee shall only occur after the current payment period has expired and the Access Client shall be notified of the change 30 days before the change takes place, via email.

7.6 Severability. If any provision of this Agreement is deemed invalid or unenforceable in any respect, such provision shall be, to the extent possible, reformed to make it effective. If any provision is deemed invalid and incapable of being reformed, it shall not impact the validity and enforceability of all other provisions of this Agreement, which shall remain valid and enforceable.

7.7 Subrogation. If Tingen and Williams or its Attorney makes a payment under this Agreement and the persons to or for whom payment was made has a right to recover damages from another, Tingen & Williams shall be subrogated to that right.

7.8 Release of Information. In order to promote customer service, any Access Client submitting a concern about an Attorney authorizes Tingen & Williams to disclose to all other partner Attorneys all communications between the Access Client and their Attorney. Additionally, all Access Clients’ personal information is electronically stored in a secure network by Tingen & Williams. This network is accessible by all Tingen & Williams employees.

7.9 Availability of Services. For any matter involving both the Access Client and an owner or Designated Agent, only the Access Client shall be entitled to services under this Agreement. Additionally, the Access Client is entitled to the services outlined in this Agreement only to the extent such services are available and permitted by the laws of the state having jurisdiction over the legal matter.

7.10 Geographic Scope of Retainer. The services contemplated by the retainer agreement are limited in geographic scope to legal issues in the state of Virginia.

Last Updated: 2/21/2019

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