General Provisions
General Terms of Engagement
2024 Rates (updated annually)
Assistants: $75-100/hour
Paralegals: $150-200/hour
Associates: $300-375/hour
Founder: $700/hour
Standard Terms
This document, together with the engagement letter it accompanies and is incorporated into by reference, sets forth the standard terms upon which Stephen N. Barnes, Jr., LLC (the “Firm”) accepts engagements to act on behalf of our clients. Unless modified in writing by mutual agreement, these terms will be an integral part of our agreement with you. Therefore, we ask that you review this statement carefully and contact us promptly if you have questions. We suggest that you retain this statement in your file.
Our Client
The person or entity that we represent is the person or entity identified in our engagement letter and does not include any affiliates or relatives of such person or entity. This means that, unless we specifically agree otherwise, we do not have any attorney-client relationship with your subsidiaries, parent company or other business entities in a commonly controlled group, nor with your owners, shareholders, members, managers, partners, directors, officers, employees or agents; nor, if you are an individual, with your spouse, children or other family members. Our representation of you will therefore not impair our ability to represent another client with interests adverse to any such affiliate or family member without obtaining your consent.
The Scope of Our Work
With new clients, we follow the practice of describing the scope of our initial engagement in the accompanying engagement letter. With existing clients, we may not provide a description as to new matters upon which we are asked to provide services depending on the circumstances, but we will always be willing to provide such a description to clarify such services if asked. We limit our services to those you ask us to perform and those we deem reasonably necessary to accomplish the requested project. Where you request specific services or advice or otherwise limit our engagement, we will confine our activities to those limitations. You should understand that we will not necessarily investigate or advise you on other areas of law or potential consequences or issues arising outside the parameters of our primary engagement, nor will we have the obligation to advise you on areas outside the scope of our representation. We will likewise limit our engagement and scope of services as requested to accommodate instructions to avoid incurring costs or to limit the amount of fees we incur. Such limitations may result in our not taking steps or performing work that we would otherwise consider advisable. At times we are asked by our clients to express our opinion as to outcome of the matters on which we are working. When we are able to express opinions of this sort, they represent our best professional judgment but are not guarantees. Our opinions are necessarily limited by our knowledge of the facts and are based on the status of the law at the time they are expressed. The outcome of legal matters and proceedings cannot be predicted with certainty.
Who Will Provide the Services
Customarily, each client of our Firm is served by a principal lawyer contact. Under the supervision of the principal lawyer, your work or parts of it may be performed by other lawyers and legal assistants in or associated with the Firm, including other legal professionals in other firms which assist or supplement the services of the Firm. This delegation may be for the purpose of involving lawyers, legal assistants, or other professionals with experience and knowledge in a given area or for the purpose of providing services on the most efficient and timely basis. Our legal assistants and other professionals are not lawyers but possess training, experience and skills that enable them to assist lawyers in discharging their responsibilities.
How Fees Will Be Set
In determining the fees we will charge for the legal services we will render for you, we will consider a number of factors, including: The time and labor required, the novelty and difficulty of the questions involved, and the skill requisite to perform the legal services properly; The amount of money or value of property involved and the results obtained; The time limitations imposed by you as our client or by the circumstances of the engagement; and The likelihood that the employment will preclude other employment by our Firm. Among these factors, the time and effort required are typically weighted most heavily. We will keep records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, court appearances, factual and legal research and analysis, document preparation and revision, and other related matters. The hourly rates of our lawyers and legal assistants applicable to the type of engagement have an important bearing on the fees we charge but are not necessarily the sole basis on which those fees are charged. Even where hourly rates are used as the primary basis of computing our fees, they can and will be adjusted up or down according to the circumstances. Our hourly rates are reviewed at least annually and may be changed periodically to reflect current levels of experience of the lawyers and legal assistants involved, changes in overhead costs, and other factors. Our statements based on hourly rates will reflect our applicable rates at the date of the statement, regardless of when the work covered by the statement was performed. Hourly work is performed by partners, associates, paralegals and legal assistants at rates commensurate with their experience: assistants, $95-$150/hour; paralegals, $175-$200/hour; associates, $200-$400/hour; and partners, $700/hour (2024 rates). Expenses will be shown on your bill, as will all hourly activity entries and fees. Costs, expenses and fees are payable regardless of outcome. Hourly rates are typically increased annually.
We are sometimes requested to estimate the costs likely to be incurred for a particular matter. Whenever possible we will furnish such an estimate based on our best professional judgment, but always with a clear understanding that it is not a maximum or fixed fee quote. The ultimate cost is invariably more or less than the amount estimated.
Other Charges
In representing our clients, there typically are other charges in addition to our fees that we itemize separately and bill to them. These include clerical fees and fees charged by governmental agencies and service vendors. Certain of these other charges may represent more than our direct cost to contribute toward covering our overhead expenses.
Terms of Payment
We will bill you on a regular basis, normally each month, for both fees and other charges. We rely on you to pay us promptly. Our fees and charges are due when you receive our statement. We reserve the right to add a finance charge of up to 1.5% per month for past due amounts. Also, if you do not pay us within fifteen (15) days of our statement or as otherwise agreed, you agree that we may discontinue providing services immediately and withdraw from representing you after providing reasonable notice of our intention to do so. After withdrawal, we may pursue collection of your account. You also agree that until we are paid in full on all of your legal matters, and except to the extent otherwise prohibited or limited by law, we shall have a lien on all papers and files in our possession related to any of the matters in which we have represented you, and any property recovered or obtained as a result of our work on your behalf. You agree to pay the costs of collecting the debt, including court costs, filing fees and reasonable attorney’s fees.
Advance Deposits
The Firm reserves the right in its sole discretion to require an advance deposit at any time based on past payment history, creditworthiness or other factors that may cause the Firm to conclude it is appropriate to do so.
New clients of our Firm may be asked to make an advance deposit with the Firm. Existing clients may also be required to provide advance deposits for particular matters if the Firm believes that is appropriate under the circumstances. Typically, the advance deposit is equal to the fees and other charges likely to be incurred during a two month period. The advance deposit is charged for fees and other charges as our legal services are provided. Regular statements will be furnished to you for purposes of disclosing the fees and other charges which have been deducted from the advance deposit and the amount which must be paid to replenish the advance deposit to the agreed level. If the advance deposit proves insufficient to cover current fees and other charges on the basis stipulated, we may request that the balance be increased. At the conclusion of our legal representation or at such time as the advance deposit is no longer necessary or is appropriately reduced, the remaining balance of it will be returned to you.
Any advance deposit we receive from you will be held in our trust account until it is charged for fees and other charges for your account or is returned to you. No interest is paid to you on amounts held by us in our trust account.
In particular, court rules in jurisdictions in which we practice require that interest earned on pooled client trust accounts is payable to a charitable foundation established in accordance with the court’s rule. While your advance deposit is held by us in our trust account, it remains your property. However, by making the initial advance deposit and by replenishing or increasing it from time to time, you grant us a security interest in the balance of the advance deposit we hold in our trust account from time to time to secure payment of incurred fees and other charges for which you are responsible. You authorize us to apply the deposit to any fees and charges that you owe us for any services we have provided. Other deposits that we receive to cover specific items will also be held by us in our general trust account (without interest) and disbursed as provided in our agreement with you, and you will be notified from time to time of the amounts applied or withdrawn. Any amount remaining after disbursement will be returned to you.
Waiver of Certain Potential Conflicts of Interest
As you are aware, we serve many clients in various states, so it is foreseeable that our representation of our other clients may be or become directly adverse to your interests from time to time in matters on which our firm is not representing you. The Rules of Professional Conduct governing lawyers generally prohibit a lawyer or law firm from representing one client in a matter directly adverse to another client unless the affected clients provide informed consent confirmed in writing. In accordance with such Rules, by agreeing to our engagement letter, you consent that our Firm may represent any other clients in matters that are not substantially related to the matters on which we are representing you, even where our representation of such clients may be or become directly adverse to your interests. For example, such representations may include advising our other clients (i) on the scope of your property rights, (ii) in transactions with you or negotiating or interpreting legal documents that affect your rights; (iii) on the existence, assertion or defense of legal claims against you or that you may have against our other clients; or (iv) on any disputes with you, even in court. You should bear in mind that your consent authorizes us to take on unrelated representations for other parties or entities to whom we are adverse in matters, transactions or disputes on which we represent you. Of course, the foregoing consent does not affect our obligation to protect confidential information you share with us in connection with our representation of you and not to use such information to your detriment.
Client Responsibilities
You agree to be truthful with us, to cooperate fully with us, to provide promptly all information (including documents and electronic data) known or available to you relevant to our representation. If your engagement involves actual or potential claims or litigation, you have an obligation to preserve potentially relevant information, including electronic data. It is important for you to ensure automatic deletions or record retention policies are suspended as necessary to ensure this information is preserved. You should discuss these issues with us at the outset of our engagement involving any claim or litigation, unless you have a sophisticated document retention policy and program that addresses these matters and you are familiar with these requirements. You should also discuss these issues with us as soon as a dispute or litigation related to any matter on which you have engaged us becomes reasonably foreseeable. You also agree to respond promptly to our requests for direction and other communications and to attend meetings and court proceedings at our request. You also agree to pay our statements for services and other charges in accordance with these terms of engagement.
Termination and Withdrawal
You may terminate our representation of you at any time without cause simply by notifying us. Your termination of our services will not affect your responsibility for payment of fees and other charges incurred before termination and in connection with an orderly transition of the matter. We are subject to the Rules of Professional Conduct that require or allow us to withdraw from representing a client in various circumstances. These may include any circumstances in which withdrawal can be accomplished without material adverse effect on the interests of the client. Among other circumstances that may give rise to withdrawal, subject to the Rules of Professional Conduct, we may withdraw from representing you if you do not fulfill your client responsibilities to us, including failure to pay our fees and charges, or if we determine that our relationship has become impaired, such as by your failure to follow our advice relating to a representation.
We try to identify in advance and discuss with you any situation that may lead to our withdrawal and, if withdrawal ever becomes necessary, will give you prompt written notice of our withdrawal. Unless previously terminated, our representation of you in any matter will terminate upon our completion of the services you retained us to perform. Generally, this will be indicated by your receipt of our final statement for services rendered on that matter. Other than original documents that we receive from you or others in connection with the matter, the records and files we create and/or maintain during our representation belong to our Firm. We may maintain such records and files in electronic form. During the course of our representation, we will provide you with all originals and copies of documents, records and information that you may request so that you can keep and maintain your own file related to our representation. Upon termination of our representation and payment of any fees and other charges that have been incurred on any of the matters in which we have represented you, we will make certain parts of the file (such as correspondence, court filings, documents produced in discovery) available to you or successor counsel for inspection and copying at your expense. For various reasons, including the need to minimize unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any documents or other materials retained by us after the termination of the engagement for a ten (10) year period. Our representation of you in any matter is limited to that specific matter, and will not give rise to any ongoing attorney/client relationship. After termination of our representation of you in any matter, we may from time to time represent you in such subsequent matters as you may request. However, we are under no obligation to represent you in any subsequent matters, and nothing herein should be construed to give rise to any attorney/client relationship after such termination. If we do undertake to represent you in any subsequent matter, the scope and duration of our representation will be limited to that specific subsequent matter and, unless we expressly establish new terms of engagement with you at that time, these terms of engagement will apply.
Lawyers sometimes become personally entangled in court proceedings in connection with their clients’ matters. If our Firm or any of our lawyers or staff are named as a party, or are required to produce evidence or appear, in a legal proceeding as a result of our services performed for you (other than as a result of our misconduct or negligence), you agree, even after our representation has terminated, to pay us for our lawyers’ and non-lawyers’ time and other charges and advances incurred in connection with our defense or participation in such proceeding, on the same basis that applies to our standard hourly fees and charges in effect at the time.
After termination of our representation of you in any matter, changes may occur in applicable laws or regulations that could have an impact upon your rights and liabilities. Unless you subsequently engage us to provide such advice on the same matter, our Firm has no continuing obligation to advise you with respect to future legal developments. We anticipate a harmonious and satisfactory attorney/client relationship. If any disputes arise between us with regard to fees that we cannot readily resolve, you have the right to request voluntary fee arbitration under the supervision of the State Bar of Georgia. If you so choose, the Firm will participate fully in that process. If you do not wish to submit the fee dispute to the State Bar of Georgia, the parties shall submit to binding arbitration on the fee matter. If you do not wish to agree to binding arbitration, you should not sign this letter. Your agreement to arbitrate is not necessarily a condition of our agreement representing you. Upon your request, we will consider deleting the arbitration provision. Also, this provision is in no way intended to limit the Firm’s potential liability in the event of malpractice. Such a restriction is unethical for a lawyer to require in an engagement letter, and the State Bar of Georgia prohibits it.
Dispute Resolution & Jurisdiction
You and the Firm expressly agree to the following: (a) Choice of Law. This document and any other document or agreement embodying our representation of you and the terms of our engagement (together, the “Client Agreement”) and any dispute arising out of or related to the Client Agreement shall be interpreted according to and governed by Georgia law without respect to its conflict of laws provisions. (b) Presence of a Dispute; Informal Workout. If you or the Firm wishes to resolve any issue, concern, matter, or problem directly or indirectly arising out of or related to (i) the legal fees incurred pursuant to the Client Agreement, (ii) the enforceability, effect, or applicability of the Client Agreement, or (iii) a breach of any duty or covenant in the Client Agreement (a “Dispute”), then, subject to applicable law, we encourage you to give notice to the Firm of a request for a meeting to resolve such Dispute. The Firm will do the same. Such meeting will take place at a reasonable location determined by you, unless otherwise agreed to by the parties involved in the Dispute. Such persons shall meet within ten (10) days of the notice and attempt in good faith to resolve the Dispute (the “Informal Workout”). (c) Mediation. If a Dispute is not resolved within thirty (30) days from the Informal Workout meeting, then either party should give notice of a request for mediation to the other party. We will agree on a mediator within five (5) business days of receipt of the notice, and a mediation will take place as soon as feasible, but not less than thirty (30) days from the date a mediator is agreed upon. The parties by mutual agreement may extend the time in which to mediate. The parties and their advisors will cooperate fully to share information and attend meetings in order to seek resolution. The parties will share the mediator’s expenses equally, but each party will bear its own costs and expenses otherwise. (d) Arbitration. If resolution of a Dispute cannot be resolved in mediation, the Dispute shall be decided by binding arbitration in Georgia pursuant to and in accordance with the American Arbitration Association (“AAA”) commercial industry arbitration rules in effect at the time of the Dispute, by a single arbitrator, with such arbitration to be held in a location in Georgia chosen by the arbitrator. The parties intend to look to the Federal Arbitration Act as to issues concerning the enforceability and arbitrability of the question of arbitration, with full intent and purpose that regardless of any law to the contrary, the statutory and common law of a federal court that expressly favors arbitration shall be used. The arbitrator shall be vested with sole authority to determine issues of arbitrability, subject only to a court’s authority to compel arbitration, and shall also be vested with sole authority to determine the award or relief granted, and all parties hereby agree to submit to such binding arbitration in all matters, including the award of any damages or legal or equitable relief. As between the parties, in no event shall a state or federal court have the authority to divest, remove, or stay a claim from arbitration, or even to decide an issue about the arbitrability of a claim, except to confirm and give full force and effect to the parties’ clear intent that arbitration is compellable by the Client Agreement. Notwithstanding any state or federal statutory or common law to the contrary, the arbitrator shall have the right to award reasonable attorney fees and costs to the prevailing party in such arbitration, apportioned in his or her discretion based on the evidence presented and the relative success on the merits of claims or defenses therein. In so doing, the arbitrator may, among other considerations, expressly consider the party’s good faith, best efforts, and also the fulfillment or lack of fulfillment of the duties set forth in this Agreement in awarding costs and fees.
(e) The dispute resolution processes in this section are intended to be the exclusive means for resolution of Disputes, and neither party shall be entitled to file any suit in any court except to enforce an arbitration award granted hereunder; unless applicable law requires or offers a path of litigation. Notwithstanding anything herein to the contrary, the parties involved in the Dispute may seek recourse for the resolution of Disputes by requesting mediation and arbitration concurrently.
Thank You
Thank you for entrusting us with your important legal matters. We very much look forward to serving your legal needs. One of the highest compliments our Firm can receive is a smile of appreciation from a client and a trusted referral to another good client, and we take our relationship with you seriously. If you ever have any concerns or questions regarding anything in this document, the accompanying letter, or anything at all related to our engagement, please contact us at:
Barnes+Law™ Stephen N. Barnes, Jr., llc 3725 Vineville Avenue Macon, Georgia 31204
Tower Place 200 3348 Peachtree Road NE, Suite 700 Atlanta, Georgia 30326
The Bottleworks 297 Prince Avenue, Suite 24 Athens, Georgia 30601
Melinda@BarnesBusinessLaw.com | 478.405.7677 | 866.765.3472 | www.BarnesBusinessLaw.com
TRUST. INNOVATION. PEACE.®