v.20241007

We are pleased that you have asked The Barnes Law Firm to serve as your counsel. At the outset of any engagement, we believe it is appropriate to confirm in writing the nature of the engagement and the terms of our representation, and that is the purpose of this letter. If you have any questions about this letter or any of its provisions, do not hesitate to call. Otherwise, this letter will represent the terms of our engagement. Again, we are pleased to have the opportunity to serve you.  

 

Client(s)  

The name as entered on the Stripe Website and all related and subsequently formed entities will be our only client(s) in this matter. 

 

Scope of Representation (WHAT WE WILL DO FOR YOUR $2500) 

We have been engaged to represent the Client to provide legal services, including advice, consultation, and tasks as requested by client, regarding the review of a Franchise Disclosure Document, and the legal issues ongoing with the Franchisee afterwards. The initial review of the FDD will include: 

 

  1. A call to take the time to learn about you, your goals, and why you are choosing this particular franchise. 

 

2. Comprehensive review of the Franchise Disclosure Document (FDD), the Agreement you will sign with the Franchisor, and all of its Exhibits. 

 

3. Comprehensive written analysis of your Franchise Documents including Indication of major red flags and critical provisions in the contract client may want to negotiate or consider further 

 

4. Overview and outline of critical provisions in the contract, the client may want to negotiate or consider further, and potential strategies for such. 

 

5. Phone/Zoom consultation (however long it takes- typically 30 min to 1 hour) with the Client regarding all the above. 

 

6. Drafting of the language of an addendum if changes are negotiated with the franchisor. 

 

(basically, everything to get you to the signing of the Franchise Agreement) 

 

Nature of Relationship 

Our objective is to provide high quality legal services to our clients at a fair and reasonable cost. The attorney-client relationship is one of mutual trust and confidence. If any of you has any questions at all concerning the terms of this engagement, our ongoing handling of this legal matter, or about any issue relating to a monthly statement that is unclear or appears to be unsatisfactory, we invite your inquiries.  

 

State of Licensing 

You understand that you are engaging the Barnes Law Firm PLLC. A North Carolina Law Firm. Mr. James Houston Barnes III, your primary attorney, is licensed in North Carolina only under bar number 36614. 

 

Communications 

It is important to keep our communications with you confidential. There are legal reasons for confidentiality such as avoiding risk of inadvertent disclosure or loss of attorney client privilege. 

 

You should avoid any communications of sensitive matters with us where the conversation might be overheard. You should avoid discussing any of our communications with other people including your family and friends.  

 

You should avoid using any workplace computer to send us email. Employee communications on workplace computers are typically subject to an employer’s internal policies. These policies often permit your employer access to your email communication even on your personal email account.  

 

Our Firm uses email to communicate with clients but you should only do so on a personal computer, device and network using a personal email address. 

 

Working with Consultants and/or Brokers & Franchisor 

You hereby give Houston Barnes permission to discuss the progress of our work together with the Franchisor and/or any consultants and brokers you may be working with. We agree that confidential information will not be shared, however, we will be permitted to share whether or not you have engaged Barnes Law, and where in the process we are in reviewing and negotiating the FDD. 

 

Fees and Expenses 

Our fees will a flat rate of $2,500 for everything outlined above . This amount must be paid before the document can be reviewed. 

 

After the initial FDD review, for example if you want us to review a lease for you, our fees will be based primarily on the hourly rate for each attorney and legal assistant devoting time to this matter. Our standard hourly rates for attorneys likely to be involved are $500 per hour. Rates are subject to periodic change by our firm. In addition to the number of hours involved, we take into consideration other factors in determining our fees, including the urgency of the matter, the responsibility assumed, the novelty and difficulty of the legal problem involved, particular experience or knowledge provided, time limitations imposed by the client or matter, the results obtained, the benefit resulting to the client, and any unforeseen circumstances arising in the course of our representation. 

 

If you engage us after the FDD Review (for example, to review a lease) statements normally will be rendered monthly for work performed and expenses recorded on our books during the previous month. Payment is due promptly upon receipt of our statement. If any statement remains unpaid for more than 30 days, we may suspend performing services until arrangements satisfactory to us have been made for payment of outstanding statements and the payment of future fees and expenses, and if such arrangements are not made, subject to applicable rules of professional conduct governing attorneys, we may terminate the engagement and withdraw from further representation. It is also expressly understood that payment of the firm’s fees and costs is in no way contingent on the ultimate outcome of the matter. 

 

 

 

Tax Considerations 

Tax considerations are present in many business transactions such as this. The attorneys handling this matter are not tax attorneys, nor are they certified to give financial advice of any type. We have made no warranties or guarantees as to tax advice and that have been given, and no tax or investment advice regarding any action by the client. YOU ARE ENCOURAGED to seek advice from a Certified Public Accountant or tax attorney regarding any tax consequences. 

 

Conclusion of Representation; Retention and Disposition of Documents 

Unless previously terminated, our representation of you will terminate upon the conclusion of this matter, our written notice to you that the engagement has concluded and the mailing of our final statement for services rendered in connection with this matter. Following such termination, any otherwise non-public information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional conduct. All documents retained by the firm will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of the engagement.  

 

Consultants 

If you are working with a franchise consultant or broker, we may include that broker on emails and discuss with that individual certain details such as where you are in the process. 

 

Termination of Legal Services 

We are confident that we can work together in a manner satisfactory to you. However, you are free to terminate our services at any time. In addition, and subject to applicable rules of professional conduct governing attorneys, in the event we disagree on any aspect of this engagement or for other appropriate reasons, we have the right to withdraw from further representation of you. If you elect to terminate this engagement prior to conclusion of the matter, or if we elect to withdraw, you are responsible for paying our attorneys fees and expenses accrued through the effective date of the termination of this engagement in accordance with the Fee and Expense provisions of this letter set out above.  

 

Post-Engagement Matters 

You are engaging the firm to provide legal services in connection with a specific matter. After completion of the engagement, there may be changes in applicable laws or regulations, or new legislation or court decisions, that could have an impact upon you, your future rights and liabilities, or the matter for which we are engaged hereunder. You understand and agree that you are not engaging us to monitor new legislation or court decisions, or changes in laws or regulations, that occur after we have completed the engagement described above, and you agree that we are not responsible for advising you of any such new legislation or court decisions, or changes in laws or regulations.  

 

 

General Waiver of Conflicts 

As we have discussed, you are aware that the firm represents many other companies and individuals. You agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those other matters may be directly or indirectly adverse to you. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. You should know that, in similar engagement letters with many of our other clients, we have asked for similar agreements to preserve our ability to represent you. 

 

Acknowledgement  

If you have read, understood and are in agreement with the terms of our engagement as outlined above and in the attachment, sign and return a copy of this letter. We cannot begin to represent you until we have received the signed confirmation of our engagement. 

 

Once again, we are pleased to have this opportunity to work with you. Please call me if you have any questions or comments during the course of our representation.