Attorneys and Counselors in Dallas, Texas

Standard Terms

STANDARD TERMS FOR ENGAGEMENT

These Standard Terms for Engagement govern the relationship between each client (each, a “Client”, “you” or “your”) of Reihsen & Associates, a d/b/a of Gerald J. Reihsen, III, PLLC (the “Firm”, “we”, “us” or “our”), and the Firm concerning our provision of legal services. We generally require a separate, mutually signed written engagement agreement. Nevertheless, these Standard Terms for Engagement (these “Standard Terms”) govern every engagement, representation and service that we undertake for a Client, whether or not a separate written engagement agreement is then in effect. Circumstances in which a separate agreement may not yet have been obtained include emergencies or related time pressures requiring action without delay and initial consultations, whether or not compensated. These Standard Terms, together with any separate written engagement agreement (an “Engagement Letter”) and any other written agreement between the Firm and the Client applicable to our services, collectively constitute the “Agreement”. Your engagement of us, our services for you and all circumstances arising out of or relating to either are collectively referred to as “Our Relationship”.

INITIAL MATTER: Our communications or Engagement Letter with a Client will ordinarily identify a specific initial matter for which the Client seeks our assistance (each matter for which we provide services, a “Matter”, and the first such Matter, the “Initial Matter”). The Initial Matter generally will be described in the Agreement or otherwise documented in writing, including by email or other electronic communication. We may agree from time to time, at the Client’s request, to provide services concerning additional Matters. We are responsible only for a Matter for which the Client specifically requests we provide our services and clearly defines and that we agree to undertake, and then only for the type and extent of legal services expressly requested and provided, subject to the limitations contained in the Client’s Agreement. Our services only include legal services of the type that our specific attorneys engaged on a Matter specialize in and do not include related legal specialties that we or such attorneys do not provide. Any Matter beyond the Initial Matter or another previously defined and mutually agreed Matter requires our written agreement, which may be given by email or other electronic communication. Every Matter and all services we provide to a Client are subject to the Client’s Agreement.

ENTITY FILINGS: Unless you specifically ask us to assist with a particular filing and we agree in writing to do so, our services do not include assisting with or assuring compliance with business-licensing, annual entity, franchise, good-standing, state annual reports, ownership-disclosure or other entity-reporting requirements, including annual entity reports and, to the extent applicable, filings under the Corporate Transparency Act (“CTA”) and its beneficial ownership information (“BOI”) reporting requirements (collectively, “Entity Filings”). You are solely responsible for such compliance and filings, for collecting the required information, for the accuracy and timely submission of each Entity Filing and for making all related payments. Failure to comply may have significant consequences. We will have no liability arising from your failure to comply accurately and timely, and you will indemnify and hold us harmless from any claim, proceeding or liability arising in connection with any required Entity Filing, payment or related compliance, even if applicable law may impose on us a separate filing obligation in addition to yours. These conditions and agreement apply even if we have undertaken or otherwise assisted in the filing or formation of your entities.

FEE ARRANGEMENTS: Payments of fees and expenses to our Firm may be made to:

Account: Gerald J Reihsen III, PLLC

Account No.: 8103043322

Bank: Wells Fargo Bank, N.A.

ABA No.: 111900659 (for ACH transfers)

121000248 (for wire transfers)

RETAINERS: We may from time to time require a Client to pay a deposit or retainer (collectively, a “Retainer”). Except for a true availability retainer lawfully earned upon receipt or as we otherwise agree, the Retainer will be held in trust and applied to the final invoice for the applicable Matter or your overall engagement, and you will pay fees and expenses as they become due without resort to the Retainer. We may, however, apply Retainer funds to pending invoices or delayed payments or use them to advance expenses related to our services. Later payments will first replenish any amount drawn from the Retainer. Whether or not we initially require a Retainer, we may, in our sole judgment, require or increase a Retainer as security for continuing our work on any Matter. A requested Retainer must be paid within 30 days after receipt of our request. After the Retainer is applied to our final invoice, we will return any remaining balance to you, and you will promptly pay any deficiency.

Payments to our Firm’s trust account may be made to:

Account: Gerald J Reihsen, III, PLLC IOLTA

Account No.: 5162476179

Bank: Wells Fargo Bank, N.A.

ABA No.: 111900659 (for ACH transfers)

121000248 (for wire transfers)

COMMUNICATION AND COOPERATION: We will provide our professional services in reliance on the information and guidance you give us concerning your objectives. You must cooperate with us fully and promptly and must promptly, completely, accurately and truthfully disclose all facts, documents, materials and information that relate or may relate to each Matter, including information concerning all parties related to you and any Matter and adverse parties to you or your Matter. You must provide all items we request; respond promptly to calls, emails and other communications; make yourself reasonably available to confer with us; and attend meetings, conferences, hearings, trials, arbitrations, mediations and other proceedings as required. Prompt communication and cooperation are necessary for effective conflicts checks and representation. We are not responsible for an adverse outcome caused in whole or in part by delayed or inadequate communication or cooperation or by incomplete, inaccurate or untruthful information. A pattern of delayed or otherwise unsatisfactory communication or cooperation, as we determine or perceive in our sole judgment, is grounds for terminating Our Relationship.

You must also give us reasonable access to your key personnel and promptly notify us of all relevant information, meetings and decisions concerning you or related parties with respect to any Matter or other arrangement for which we provide services. We may rely on all information you provide and have no responsibility to verify it independently or to inspect your circumstances, assets or liabilities physically. We may assume that all such information is accurate and complete. We may also assume that any financial forecast or projection supplied to us and used in our work was reasonably prepared on a basis reflecting your best then-available estimates and judgments.

Effective communications with our Firm are especially important in the Opportunity Zone context. In particular, in respect of any Opportunity Zone Matter you should consult us and your accountants or other tax advisors before:

  • Adding debt or equity to or from your qualified opportunity fund (“QOF”), qualified opportunity zone business (“QOZB”) or any subsidiary of either.
  • Acquiring property located within or outside of a qualified opportunity zone census tract (“QOZ”).
  • Any entity in which you have an ownership interest selling a capital-gain asset.
  • You or any entity in which you have an ownership interest receiving an installment payment.
  • Transferring property to your QOF or a QOZB.
  • Selling or changing title to any ownership interest in a QOF or QOZB.
  • Taking a distribution of cash or property from your QOF or any QOZB.
  • Acquiring any asset located outside a QOZ or any other non-qualified Opportunity Zone asset, including stocks, bonds or bitcoin.
  • Changing any business plan, operating agreement or other documentation relating to your QOF or any QOZB.
  • Filing any QOF, QOZB or other Opportunity Zone or related entity tax return, including a taxpayer return reporting capital gain invested in a QOF.
  • Claiming a capital-gain deferral or filing IRS Form 8997 or Form 8996.
  • Making any investment in marketable securities or other non-qualified Opportunity Zone property at the QOF or QOZB level or at any of their subsidiaries.
  • Purchasing raw land, improved real estate, another tangible asset or a business investment at the QOF or QOZB level. Our general recommendation is that such purchases be made at the QOZB level, although applicable law permits a QOF to own qualifying tangible property directly.
  • Making any equity investment in your QOF or any QOZB other than in cash. A QOF’s contribution of property rather than cash to a QOZB does not produce qualifying QOZ stock or a qualifying QOZ partnership interest and may jeopardize Opportunity Zone benefits; contributions by other investors require separate analysis.
  • Causing a QOZB to invest in another “regarded” legal entity, such as a corporation, partnership or regarded trust. Such an investment would likely violate the two-tier Opportunity Zone structure rules. A QOZB may hold a single-member limited liability company that is disregarded for federal income tax purposes.

YOU UNDERSTAND AND AGREE THAT A FAILURE TO COMPLY WITH THIS COMMUNICATION AND COOPERATION SECTION, INCLUDING A FAILURE TO COMMUNICATE OR COOPERATE AS REQUIRED, (A) RELEASES US FROM LIABILITY ARISING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM THAT FAILURE; (B) MAY IMPAIR OUR ABILITY TO REPRESENT YOU EFFECTIVELY AND EFFICIENTLY AND MAY INCREASE OUR LEGAL FEES; AND (C) MAY REQUIRE US TO SUSPEND SERVICES OR WITHDRAW FROM REPRESENTING YOU ENTIRELY OR WITH RESPECT TO SELECTED MATTERS. YOU AGREE THAT YOU SHALL INDEMNIFY AND HOLD US HARMLESS FROM ANY CLAIM, COST OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY FULLY WITH THIS SECTION.

We may send you documents, correspondence and other information during our representation. Those copies are your file copies, and you should retain them. We will also generally maintain physical or electronic information in our files. When our engagement concerning a Matter or Our Relationship has ended, we will close our file and, at your request and subject to the terms below, including our lien on documents, return any original documents in our possession physically or electronically.

DOCUMENT RETENTION AND SUCCESSION: You are responsible for requesting and obtaining your file when our representation ends. We will make the file or elements thereof available within a reasonable time after your request, including documents previously provided to you that remain in our file and to which you are entitled. If you do not pick up the file within 14 days after we notify you that it is available, we may assume that you do not want it. We may then retain the file and ultimately destroy it in accordance with our file-retention policies, applicable law and the Texas rules governing lawyers. Unless a longer period is required by applicable law or rule, we may destroy the file, or return it to you at your expense, five years after the representation ends. If you ask us to retain the file longer, you agree to pay the storage costs. You may request the file at any time before destruction, subject to applicable law. After our initial notice that the file is available, we need not give any further notice that it remains available or that it will be or has been destroyed. We may retain copies of returned documents whenever we consider doing so necessary or advisable. Subject to the licenses expressly granted in the NOT WORK FOR HIRE and INTELLECTUAL PROPERTY sections, all Firm work product remains Firm property and may not be used or distributed for a purpose other than the purpose for which it was created without our prior written permission. We may provide documents physically or electronically. The ownership and license provisions do not limit your right to receive your client file or to use and share it with successor counsel for your representation, regardless of any fee dispute.

If your responsible attorney becomes temporarily or permanently unable to practice law because of unforeseen circumstances, you consent to a named custodian, a successor attorney in the Firm’s practice or another Texas attorney in good standing (including a successor designee, the “Custodian Attorney”) reviewing your client file and confidential information to determine what steps are needed to preserve your rights, notify you or return your file to you or another attorney at your direction. The Firm’s principal attorney, Gerald J. Reihsen, III (the “Principal Attorney”), has initially designated his son, Carson B. Reihsen, a licensed Texas attorney practicing in the same areas, as Custodian Attorney. As of the designation date, Carson B. Reihsen practices with Ferguson Braswell Fraser Kubasta PC (https://www.fbfk.law) and may be reached there at creihsen@fbfk.law or (972) 378-9111. If he has left that firm, he may be reached at creihsen@gmail.com or (214) 738-9450. The Principal Attorney may change the Custodian Attorney at any time, with or without notice to you. You consent to the Custodian Attorney’s assuming responsibility for your files and Matters and accessing your confidential information for these purposes. A power of attorney may be granted to the Custodian Attorney or other agreements may be entered into by the Principal Attorney and the Custodian Attorney to more fully effect this succession.

LIEN ON DOCUMENTS: To the fullest extent permitted by Texas law, the Firm asserts, claims and retains a lien on files or other documents in its possession (other than items that belong to the Client) and on settlement or other monies to secure full payment of all fees, disbursements and other charges. We will not retain papers if doing so would prejudice you in the subject matter of the representation.

CERTAIN FEE ARRANGEMENTS: We may agree in writing to provide specifically defined services on terms other than our standard hourly rates. A common alternative is a fixed fee (a “Fixed Fee”) for a Matter that is specifically and narrowly described in writing. A Fixed Fee or other alternative fee is not necessarily an estimate of what hourly billing would have produced. It may take into account, among other things, the urgency of the services, the commitment required to perform them rapidly and the displacement of other opportunities caused by accepting the engagement. An alternative fee may therefore be substantially lower or higher than hourly billing for the same Matter. We may also offer different alternative arrangements to different clients for substantially similar Matters based on client-specific circumstances and nuances of Our Relationship.

If we begin work under a Fixed Fee or other alternative fee arrangement that is not paid and earned in advance and Our Relationship ends before the defined Matter is completed, then, unless we agree otherwise or applicable law prohibits it, you will promptly pay upon receipt of our invoice a prorated amount based on the relative portion of our effort expended toward completing the Matter or the relevant benefit you expected from our services, as we determine. The proration remains subject to Rule 1.04 of the Texas Disciplinary Rules of Professional Conduct (the “TRPC”) and the dispute-resolution provisions of this Agreement; any unearned advance fee will be refunded.

Alternative fee arrangements are based on assumptions drawn from your representations and our experience concerning the effort ordinarily required. If circumstances not created by us and outside our control materially depart from those assumptions and cause unexpected or extraordinary effort, you agree to negotiate in good faith an accommodation, which may include an upward fee adjustment or hourly billing for the affected effort or Matter. If we cannot agree, either party may terminate Our Relationship, and all fees earned through termination, together with the prorated amount described above, will be due.

Billable work may include time spent by attorneys and legal assistants or paralegals on calls to or from you or on your behalf; reviewing or handling documents received from you, opposing parties, a court or any third party; drafting, preparing, editing or reviewing pleadings, letters, documents or other materials; conducting legal or factual research; traveling to or from hearings, depositions or meetings; attending such proceedings, including waiting for a matter to be called; and performing any other activity related to a Matter. Time spent by our personnel on your representation will ordinarily be billed at the rate applicable to the person performing the work.

More than one member of our staff may work on a Matter simultaneously, and each may bill for the time spent. For example, we may determine that a trial or contested evidentiary hearing requires more than one person. The same principle applies to sequential or apparently duplicative work. A paralegal or attorney may need to review some or all of a file even when another professional is already familiar with it, such as when immediate familiarity is needed for a hearing. You will pay fees for work that, in our reasonable professional judgment, is necessary to represent you effectively, notwithstanding any apparent duplication.

Our legal services generally are performed from our applicable office. If travel elsewhere is necessary or advisable to provide services or support them (“Offsite Work”), you will either (i) perform the Offsite Work yourself or (ii) compensate us, separately from and in addition to any other fee arrangement, for performing it. That compensation includes travel time at our standard hourly rates and all related airfare, mileage, meals, lodging, services, infrastructure and equipment (“Offsite Work Expenses”). Offsite Work Expenses are payable in addition to any Fixed Fee or fee cap unless you perform the Offsite Work yourself.

Our invoices are due upon receipt. Any amount not fully paid within 30 days after receipt will accrue interest, for the entire period beginning on the date you received the invoice, at the lesser of 18% per annum or the maximum rate permitted by law. We may transmit invoices electronically, including by email, or by mail, hand delivery or other traditional means using the contact information we have for you or your representatives.

Texas lawyers must charge reasonable fees. We believe our fees are well within the range of reasonableness for lawyers with our experience and skills. In determining a reasonable fee, we may consider the factors stated in Rule 1.04(b) of the TRPC, which govern Texas lawyers. We will furnish a copy of TRPC Rule 1.04(b) or the complete TRPC upon request.

We may engage or contract with other persons or firms to perform services in connection with our engagement. As with services performed by employees, we may bill those services at amounts greater than our direct cost and at rates comparable to those charged for similarly situated attorneys with the Firm. Any billing differential reflects the factors in TRPC Rule 1.04(b), as well as our costs, risks and responsibility for maintaining and overseeing the services.

We require payment in United States dollars (“Dollars”). Any unilateral attempt by you to satisfy an obligation to us other than by check, draft or electronic payment payable to the Firm in Dollars, or in Non-Dollar Currencies converted to Dollars as provided below, will constitute a fraud on the Firm. You may not make payment or provide barter to an individual associated with us. No agreement or assistance by any person, including a person associated with the Firm, will be a defense to such fraud or discharge your obligation unless the Firm itself receives the payment as payee in accordance with this Agreement. You remain liable in full even if another person receives a payment or other compensation from you, without limiting your rights against that person.

A payment of less than the full amount owed will not constitute payment in full, even if the payment instrument so states, unless we sign a separate written agreement expressly accepting it as payment in full. You agree to pay all fees and costs we incur to collect fees, costs or expenses from you, including reasonable attorneys’ fees.

Because of our appointment in a Matter or our receipt of related documents or information, we may later be required to participate in an inquiry, commission or other proceeding arising out of the Matter or circumstances related to you. This may require us to produce documents, assert or defend a client privilege against inspection or disclosure, give evidence, or defend you or us or otherwise participate in any such proceeding. We will seek your instructions if such circumstances arise, but you agree to pay our fees at our then-current standard hourly rates for all related efforts, including efforts to resist production or disclosure, and to reimburse our out-of-pocket expenses.

To secure all sums due for legal services or advanced costs, you authorize us to withdraw funds held for you in our client trust account to pay earned fees and incurred expenses that are billed and undisputed, subject to the purposes for which the funds are held and any third-party rights. Disputed amounts will remain in trust until the dispute is resolved. We retain any lien granted by law. Any additional security interest requires a separate agreement complying with TRPC Rule 1.08(a) and may not include an interest prohibited by TRPC Rule 1.08(h).

NON-DOLLAR PAYMENTS: We may accept foreign currency or non-Dollar digital currency, often called cryptocurrency (collectively, “Non-Dollar Currencies”), only through a third-party payment processor (a “Payment Processor”) that we have arranged to use and that can accept the particular currency and convert it to Dollars. Tell the attorney responsible for your services if you wish to pay in a Non-Dollar Currency. A transfer to any other wallet, storage device or system will not constitute payment to us. You are responsible for all associated fees and costs, including miner, node, transaction, trading, gas, blockchain and similar charges (collectively, “Crypto Transaction Costs”), and for any shortfall resulting from conversion to Dollars, whenever conversion occurs. If an attempted payment cannot be converted, we will return the Non-Dollar Currency if we are able to do so, but you remain liable in Dollars whether or not it is returned. YOU BEAR ALL RISK THAT A NON-DOLLAR CURRENCY PAYMENT WILL ULTIMATELY BE REALIZED BY US IN DOLLARS. UNLIKE A DOLLAR PAYMENT, USING NON-DOLLAR CURRENCY GENERALLY CREATES A TAXABLE DISPOSITION AS THOUGH YOU HAD SOLD IT FOR DOLLARS.

When we accept Non-Dollar Currencies: (i) our invoices will remain denominated in Dollars; (ii) for all purposes, including TRPC Rule 1.04 and determining whether an invoice has been paid, the payment amount will equal the Dollars into which the Payment Processor actually converts the currency, regardless of conversion timing or delay; (iii) Non-Dollar Currencies held under a Retainer or deposit arrangement will be held for your account, and all increases or decreases in value will be yours until the currency is transferred through the Payment Processor to satisfy an invoice; (iv) you are responsible for effective transfer to or from us and bear all risk of loss until we receive Dollars; and (v) you bear all expenses not charged by the Payment Processor, including Crypto Transaction Costs and all taxes other than United States federal or state income taxes imposed on us.

While any Retainer or deposit is held in Non-Dollar Currencies, you bear all risk of exchange-rate fluctuation, hacking, technical attack or error. We may convert any such currency into Dollars at any time and hold the Dollars in our client trust account, with you bearing all related fees, including Crypto Transaction Costs, expenses and taxes. Any refund of an amount previously paid in cryptocurrency will be made in Dollars, not cryptocurrency, and will equal the Dollar value assigned to the earlier payment under the preceding paragraph.

If a court awards attorneys’ fees to you, to us or to an attorney on your behalf and the award is collected, we will apply the collected amount to your outstanding charges and fees. You remain primarily responsible for paying our invoices, and an award against an opposing party does not change the billable nature of work performed to collect it. We will pay you any collected amount not needed to satisfy your invoices or replenish a Retainer. A court may also order you to pay fees or costs to the court or another party.

BILLING AND BILLING DISPUTES: We generally bill monthly, but we may delay billing for any period, including until a project or transaction is completed or while substantive work takes priority over administration. A billing delay does not excuse your duty to pay, and each invoice is due upon receipt. You must review each invoice promptly and notify us of any question or concern within 30 days after receipt. You are not expected to pay an acknowledged error, and we will promptly issue a corrected statement for one. If we disagree with your concern, we will state our position in writing. You must then notify us in writing of any continuing dispute concerning the accuracy or validity of an invoiced charge, or any requested adjustment of costs, expenses or legal fees, within 30 days after our written response. Your notice must also address any amount invoiced after the dispute began. If you do not provide the required written notice on time, every undisputed invoice and every invoice to which you have not timely responded will be presumed correct, subject to contrary proof and applicable law, and you will have agreed that its charges are accurate, valid and owed, subject to applicable law. This procedure does not waive a challenge to an illegal or unconscionable fee or a right that cannot lawfully be waived. This process is intended to encourage prompt resolution without third-party expense and to provide certainty once an invoice becomes final.

WRITE-OFFS: You should assume that all time spent on your representation by a professional employed or engaged by us will be invoiced. We or your responsible attorney may nevertheless agree with you, or independently elect, to write off or not charge otherwise billable time, reduce a billing rate or otherwise reduce fees, costs or expenses. Such adjustments generally appear on our invoices but may occasionally be made after consultation following an invoice. Every write-off, no-charge, reduced rate or other reduction is discretionary and subject to any lawful payment condition expressly agreed with you when the adjustment is made.

If a billing reduction is expressly conditioned on timely payment and that condition is not satisfied, we may rescind the reduction to the extent permitted by the agreed condition and applicable law. A reduction will not be rescinded merely because you question an invoice, obtain advice or initiate a fee-dispute proceeding. Any resulting fee remains subject to TRPC Rule 1.04.

CLIENT/DUAL REPRESENTATION: As stated on our website (swordshieldlaw.com/disclaimer), a unilateral request for services or communication with us does not by itself create an attorney-client relationship. We ordinarily require a mutually executed written engagement agreement, subject to the limited circumstances described at the beginning of these Standard Terms in which we agree to undertake services before one is obtained. Until we agree to represent you, you should not assume that an attorney-client relationship exists or that communications with us are protected, except to the extent applicable law provides otherwise.

If our representation includes two or more persons or entities, including spouses, the representation is joint and is undertaken at their express request. Joint representation is common for spouses and joint-venture business owners. In a joint representation, we cannot withhold from one joint client information relevant and material to the engagement that another joint client gives us or that we obtain from another source. By accepting joint representation, each joint client authorizes us to share such information with the others. We will endeavor not to take or refrain from taking an action concerning the joint Matter that affects one joint client without the knowledge and consent of the others.

If a conflict or difference of opinion arises among joint clients, we may explain the advantages and disadvantages of their positions but cannot advocate one position over another, including in a disagreement over property rights, interests or other legal issues. By signing the Agreement, all joint clients waive the conflicts described here and those that may arise from the joint representation. If an active conflict arises that, in our judgment, prevents us from satisfying our ethical duties to every joint client, we will withdraw as joint counsel and advise each client to obtain other counsel.

Our representation of multiple clients may include forming entities owned by multiple clients. Each client must understand and consent to the related considerations: the clients may have different or conflicting interests, objectives and views concerning the entities’ purposes, financial rights, governance rights and allocation of results; and legal or tax structuring decisions may benefit one client while disadvantaging another.

With separate counsel, each client would have an advocate for that client’s individual interests and receive independent advice. Each client would meet separately with counsel, and information provided to that counsel would remain confidential from others, including a spouse, absent the client’s consent. Separate representation would preserve individual confidences and eliminate conflicts between each client and that client’s counsel, but it might also lead the clients to take adverse positions and increase their aggregate expenses.

Because the interests of jointly represented clients may be affected by one another, each client must consent to the joint representation by signing the Agreement, an addendum or a separate consent or waiver. All joint-representation and advance conflict waivers in this Agreement apply only to consentable conflicts after the consultation and disclosure required by TRPC Rules 1.06 through 1.09. We will obtain further consent when required; these terms do not waive a nonconsentable conflict or authorize a representation otherwise prohibited by those rules.

ADVANCE WAIVER OF CONFLICTS OF INTEREST: We represent clients in Texas, throughout the United States and elsewhere. We may therefore be retained in a Matter not substantially related to our work for you by a party that is directly or indirectly adverse to you or that takes a legal position contrary to one you have taken, including through us. You consent to each such representation. For purposes of this Agreement, an “Affiliate” of a person includes any other person that directly or indirectly controls, is controlled by or is under common control with that person, or that has an ownership or other beneficial interest in that person.

Accordingly, (i) we may continue or undertake the representation of an existing or new client in an advisory matter, business transaction, litigation or other representation even if that client’s interests or legal positions are adverse to yours or those of your Affiliates, so long as the other Matter is not substantially related to our work for you; and (ii) we may represent another client (a) in a matter involving a position different from or opposed to one you have taken, including through us, or (b) that has contracts, contacts, interactions or arrangements with you or your Affiliates or subsidiaries, so long as the matter is not substantially related to our work for you. These are “Permitted Representations”. They may include representing a client over which you or an Affiliate seeks influence or control; from which you wish to buy assets; to which or from which you have provided or wish to obtain products, services or capital, including equity or loans; or that competes with you or an Affiliate to acquire influence or control over another entity or to provide or obtain products, services or capital. This advance waiver does not permit us to institute litigation against you or to disclose or use unlawfully or without authorization any confidential or privileged information you provided to us as your lawyers.

Our representation of every client is premised on our professional duty not to disclose confidential information or use it for another party’s benefit without consent. On behalf of yourself and your Affiliates, you therefore agree not to assert our possession of your confidential information as (i) a basis to disqualify us from representing another client in a Matter in which you or another party has an interest or (ii) itself a breach of a duty owed by us to any client. We do not disclaim any appropriate consequence of an unauthorized or unlawful disclosure or use of confidential or privileged information you provided to us as your lawyers.

You accept the waivers above only through consent following the consultation and disclosure required by the applicable professional rules. Those waivers do not invalidate, supersede or cancel any prior conflict waiver, each of which remains in full force and effect.

You accept these conditions with full awareness that we and our present and future clients will rely on our ability to act in accordance with them. You acknowledge that you have not relied on our advice in accepting these conditions and may seek independent legal advice concerning them.

KYC/AML AND BACKGROUND CHECKS: Law firms may be required to conduct due diligence concerning know-your-customer (“KYC”), anti-money-laundering (“AML”) and sanctioned-person or sanctioned-entity matters (collectively, “KYC/AML Requirements”), similar to requirements imposed on financial institutions. If we determine that any KYC/AML Requirement applies to you, whether under United States or foreign law, you agree to cooperate fully in satisfying it.

Independently of any KYC/AML Requirement, we may investigate, search the internet and conduct other due diligence concerning prospective or existing clients to protect our reputation, assess payment reliability and promote the safety and security of our clients, personnel and property. As permitted by applicable law, we may order one or more consumer reports or other background reports concerning you. The information may include federal tax identification or Social Security number verification; criminal, public, educational and, when appropriate, driving records; employment, reference, license and certification verification; credit reports; and drug-testing results. Information may come from private and public records and personal interviews with associates, friends or neighbors. An “investigative consumer report” includes information from such interviews, except where applicable law, including California law, defines the term more broadly. You agree to provide requested information and any further consent, waiver or instrument that we request or applicable law requires for such reports, investigations or searches.

You authorize us to order consumer and investigative consumer reports concerning you and, as permitted by law, to order additional reports during our representation without obtaining a new authorization. You authorize your past and present employers; educational institutions; law-enforcement and other federal, state and local agencies; courts; the military; credit bureaus; testing facilities; motor-vehicle agencies; other public and private information repositories; and any other person or organization with information about you to disclose that information to us and our agents. The disclosed information may include employment and earnings history, education, credit history, motor-vehicle history, criminal history, military service, professional credentials and licenses, and substance-abuse testing. A copy of this authorization is as valid as the signed original. You certify that all information you provide is true, complete and correct. Dishonesty may cause us to decline or withdraw from representing you. Regardless of any investigation, search or report, we will comply with our legal confidentiality obligations concerning your information.

You represent, warrant and covenant that neither you nor any of your Affiliates, directly or indirectly, is or will become any of the following (each, a “Prohibited Person”): (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”); (ii) a Foreign Shell Bank; (iii) a person or entity resident in, or whose funds are transferred to us from or through an account in, a Non-Cooperative Jurisdiction; (iv) a person or entity named on another list of prohibited persons or entities mandated by applicable law or regulation; or (v) a person or entity named on another independent third-party list of prohibited persons or entities. You will promptly notify us in writing of any change affecting this representation, warranty and covenant. If at any time we reasonably believe a breach has occurred, we may withdraw and take any other action required by law concerning a Prohibited Person, subject to any attorney-client right or privilege that may supersede that requirement. You will have no claim against us or our principals, employees, contractors or agents for damages or liabilities arising from any such action.

REFERRALS: Our lawyers include highly seasoned attorneys with experience at large national and international firms who seek to provide services more efficiently and economically than those firms. We also maintain relationships with outside lawyers and law firms to extend our capacity, manage variable demand and share the costs, risks and benefits of providing legal services. Applicable law or professional rules may require your written consent to a particular arrangement. Our typical fee division provides 80% to the lawyer or firm performing the services and 20% to the lawyer or firm that originated the representation of the client or the Matter, with the participating lawyers assuming joint responsibility for the representation. Before entering a specific arrangement with another firm, we will advise you and obtain any required further written consent.

YOU AGREE THAT THE FIRM WILL BE FULLY EXCULPATED FROM AND HAVE NO LIABILITY FOR, AND YOU WILL INDEMNIFY AND HOLD THE FIRM HARMLESS FROM, ANY SERVICE PROVIDED OR NOT PROVIDED TO YOU BY A LAWYER OR OTHER PROFESSIONAL WHO IS NOT AN OWNER OR EMPLOYEE OF THE FIRM. THIS PROVISION DOES NOT EXCULPATE THE FIRM FROM, OR REQUIRE YOU TO INDEMNIFY IT FOR, ITS OWN MALPRACTICE OR OTHER BREACH OF DUTY, INCLUDING ANY JOINT, SUPERVISORY OR VICARIOUS RESPONSIBILITY IMPOSED BY LAW.

OUR LAWYERS ARE ENTREPRENEURS: Many of our lawyers have been, are or may again become business owners and entrepreneurs. We seek such lawyers because their experience and perspective can make them more valuable and understanding counselors. A Firm lawyer may provide nonlegal services to you or an Affiliate or may, for a fee, refer a business relationship to you or an Affiliate. Any such service, business relationship or related communication is not (i) provided within or sufficient to create an attorney-client relationship; (ii) a solicitation for legal services; (iii) intended as legal advice; or (iv) a substitute for advice from qualified legal or other counsel concerning the matter. Communications solely concerning nonlegal services ordinarily are not privileged; this does not waive any privilege or professional confidentiality duty that otherwise applies.

The TRPC generally prohibits a lawyer from entering a business transaction with a client unless (i) the terms are fair and reasonable to the client and are fully disclosed and transmitted in a writing the client can reasonably understand; (ii) the client either is independently represented in the transaction or is advised in writing to seek independent counsel and is given a reasonable opportunity to do so; and (iii) the client thereafter gives informed written consent to the transaction’s terms and the lawyer’s role in it.

REAL ESTATE BROKERAGE AND COMMISSIONS: Texas Occupations Code § 1101.005(1) provides that Chapter 1101 does not apply to an attorney licensed in Texas. Accordingly, subject to applicable law, a Firm attorney licensed in Texas may perform in Texas services that otherwise constitute real estate brokerage and may earn and accept a commission or other transaction-based compensation for those services (“Brokerage Compensation”). The statutory exemption is not a real estate license and does not authorize the attorney to sponsor sales agents or serve as the designated broker of a business entity licensed by the Texas Real Estate Commission (“TREC”). A Firm attorney may identify or refer to or from you or an Affiliate opportunities involving real estate in Texas, elsewhere in the United States or elsewhere in the world. Brokerage activity concerning real estate outside Texas may be subject to the law of the jurisdiction in which the property or activity is located, however, these terms shall apply regardless, especially to the extent services in respect of such Brokerage Compensation are performed by attorneys while they are in Texas.

You acknowledge, consent and agree that a Firm attorney may identify, present, introduce or refer to you or an Affiliate or from you to a third party a real estate investment opportunity and may receive Brokerage Compensation from the seller, owner, developer, sponsor or another person interested in completing the transaction or, if you or an Affiliate separately agrees, from you or that Affiliate. Brokerage Compensation is separate from our fees for legal services and may be contingent on a transaction’s execution or closing. You understand that a Firm attorney’s prospect of receiving Brokerage Compensation gives the attorney a personal financial interest in the transaction and may create an actual or potential conflict with your interests or the attorney’s legal advice. After this disclosure, you consent to the attorney’s referral and receipt of Brokerage Compensation, subject to the attorney’s continuing professional obligations. We may require transaction-specific disclosure, consent or a separate written brokerage or compensation agreement when we consider it advisable or applicable law requires it.

A Firm attorney relying solely on the Texas attorney exemption, and not separately licensed as a broker or sales agent, generally may not divide or share Brokerage Compensation with a broker or sales agent licensed by TREC, and a TREC license holder generally may not pay or divide a commission with such an attorney. If a licensed broker or sales agent is involved, you will cooperate, and will cause applicable Affiliates and representatives to cooperate, in structuring and documenting the compensation so that no prohibited commission sharing occurs. This cooperation may include (i) separate, direct and independently enforceable commission or other compensation agreements under which the seller or another payer pays the broker and the attorney separately; (ii) requesting that the broker separately reduce or adjust its commission so that the seller, you or an Affiliate may separately agree to and pay Brokerage Compensation directly to the attorney; or (iii) another lawful arrangement that keeps the attorney’s Brokerage Compensation separate from the broker’s or sales agent’s commission. If no lawful accommodation can be reached and the transaction proceeds after the Firm attorney’s referral, you agree that you or the applicable Affiliate will be separately responsible for the attorney’s Brokerage Compensation on the terms stated in a separate written agreement. No arrangement may require payment by or through a licensed real estate broker or sales agent, entitle the attorney to any portion of that party’s commission, or be used to circumvent applicable law.

INVESTMENT WITH OR IN YOU AND BOARD SERVICE: We may invest with or in clients or accept director or advisory-board positions with them. Although the TRPC do not categorically prohibit such arrangements, they impose the requirements summarized above. We view properly structured arrangements as potentially beneficial because they invest us in a client’s success and may align our interests more closely.

A client considering an investment or board arrangement with its lawyers should evaluate the actual and potential conflicts. We remain obligated to provide the same standard of legal service and independent advice regardless of an equity arrangement. Nevertheless, a lawyer’s financial or board interest may conflict, or appear to conflict, with objective advice—for example, the lawyer may have an incentive to have an interest that differs from the client in the case of sale or initial public offering that may produce a significant return or end a board position, or a bankruptcy that may eliminate the investment, end the position or expose an attorney-director to creditor claims. Similar conflicts can affect any investor, consultant, director or management employee. Nonetheless, those supporting attorney investment and board service, as we do, believe that appropriate arrangements can foster a company’s development and growth, help it engage lawyers who might not otherwise accept the representation and permit terms better suited to the position and needs of the client or its enterprises.

In these cases it is important before creating the arrangement to understand that a lawyer-investor or lawyer-director may be unable to discuss or vote on a matter because of a conflict. For example, if the client is considering hiring the Firm for a major project, the lawyer may need to recuse from the discussion and decision. The client may therefore act without the input of all investors or directors even when a quorum is present.

Investment and board service also create attorney-client privilege issues. Communications with Firm personnel for the purpose of obtaining legal services ordinarily should remain privileged, but communications with a lawyer acting as a director, investor or co-investor may not. Distinguishing the capacities may be difficult. A Firm lawyer who invests with or in you or serves on your board or advisory board may remind you and your personnel of the capacity in which the lawyer is acting, but no characterization can guarantee that a court or tribunal will treat a communication as privileged.

In some circumstances, investment in or with a client or director service may eliminate any malpractice or errors-and-omissions insurance (“Malpractice Insurance”) coverage for our work that we may have in place at any time. To the extent allowed under applicable law, we have no obligation to obtain Malpractice Insurance so you may not rely on our having instituted or maintained any such insurance as a resource for you to guard against or reimburse you for any malpractice or errors or omissions by our personnel. Other consequences may be unpredictable. For example, an opponent in litigation may object to a lawyer-investor or lawyer-director reviewing the opponent’s confidential information, which may limit how we conduct the Matter.

Before considering an investment by the Firm or a Firm lawyer, or board service by a Firm lawyer, you are strongly encouraged to consult independent counsel. A client proceeding with such an arrangement will be required to acknowledge the associated conflicts, determine that the arrangement is important to the enterprise’s success and waive the resulting conflicts. The client will also be required to agree that we may withdraw from a representation affected by a problematic conflict without withdrawing from other representations of that client or from representations of other clients.

NOT WORK FOR HIRE: Our work is not “work made for hire” under the United States Copyright Act or other applicable law. At every stage of development, it remains our sole and exclusive property, which we may use as we determine so long as we do not reveal your confidential information. Subject to your satisfying all obligations to us, we grant you a perpetual license to use our work for the purposes for which it was created, as further provided in the INTELLECTUAL PROPERTY section.

INTELLECTUAL PROPERTY: The Firm exclusively owns all right, title and interest in the work product we provide—including legal memoranda, offering memoranda or prospectuses and related documentation, contracts and contract provisions, organizational structures and charts, technology and embodied trade secrets—and all content or developments created or provided in connection with our services, including all copyrights, inventions, patents, trade secrets, trade dress, other proprietary rights and derivative works (collectively, the “Intellectual Property”). Subject to full payment of all related Firm fees, we grant you a perpetual, worldwide license to use the Intellectual Property included in our services to you solely for the purposes for which we provided it. The Intellectual Property and our services are valuable trade secrets or confidential Firm information, and the Agreement does not grant you any ownership interest. All memoranda, contracts, text, graphics, logos, icons, images, audio, information, data, forms, photographs, graphs, video, typefaces, music, sounds, software and other content or materials included in our services (the “Works”) are Firm property protected by copyright, trademark, trade-secret and other proprietary rights in all existing and future forms, media and technologies. The Works are protected as individual and collective works under the U.S. Copyright Act, 17 U.S.C. §101 et seq., and applicable international treaties, and the Firm owns the copyright in their selection, coordination, arrangement and enhancement. Except as expressly licensed, you may not modify, remove, delete, augment, publish, transmit, adapt, translate, sell, transfer, create derivative works from or otherwise exploit any Work, in whole or in part, including by reproduction, distribution, republication, display or performance. Unauthorized disclosure, use or copying may cause irreparable injury not adequately remedied at law, and the Firm may seek injunctive or other equitable relief.

TERMINATION: You may discharge us at any time, and, subject to applicable law, we may withdraw from representing you at any time. Termination by discharge, withdrawal or otherwise does not affect our right to payment of all previously incurred but unpaid fees, charges and disbursements. Upon termination, we may invoice the portion of any fees, including any Fixed Fee, not yet fully payable that, in our reasonable estimate, is proportionate to the time or effort expended. You will pay the earned amount, subject to TRPC Rule 1.04 and the dispute-resolution provisions of this Agreement, and we will refund any unearned advance fee. Any suspension of services or withdrawal under this Agreement is subject to TRPC Rule 1.16, including required notice, tribunal approval and steps reasonably practicable to protect your interests.

OUTCOMES: We do not and cannot guarantee the outcome or success of any Matter, litigation, engagement or other professional undertaking. We will earnestly strive to represent your interests effectively, efficiently and responsively and to accomplish your objectives. Many Matters involve adverse third parties, triers of fact (e.g., juries) or law (e.g., judges) with their own views of such facts or law, and other circumstances beyond your or our control, the effects of which are unpredictable. We therefore cannot predict any outcome or likelihood of success.

YOU UNDERSTAND THAT WE ARE NOT TAX LAWYERS, THAT TAX CONSEQUENCES DEPEND ON YOUR SPECIFIC CIRCUMSTANCES, THAT WE DO NOT GUARANTEE ANY TAX RESULT OF A MATTER FOR WHICH WE PROVIDE SERVICES AND THAT YOU MUST CONSULT INDEPENDENT, COMPETENT TAX COUNSEL CONCERNING THE TAX CONSEQUENCES OF SUCH MATTERS AND YOUR OTHER ARRANGEMENTS. AT YOUR REQUEST, WE WILL BE PLEASED TO REFER POSSIBLE TAX COUNSEL.

DISPUTES, MANDATORY MEDIATION AND BINDING ARBITRATION: Although we do not expect disputes, please notify us immediately if you become dissatisfied with any aspect of Our Relationship so that we may attempt an informal resolution. Every claim arising from Our Relationship among you, us or any of our or your respective Affiliates, owners, businesses, officers, directors, contractors or employees, or their respective Affiliates (collectively, the “Relevant Persons”), including a claim concerning (i) any Engagement Letter or other Agreement; (ii) a breach of the Agreement, including nonpayment of fees or expenses; or (iii) your engagement of us, including negligence, malpractice or any other theory (each, a “Claim”), must be initiated in the manner and within the time limits stated below or will be barred. Any Claim not resolved by agreement is subject to the following mandatory two-step process:

Step 1—Mediation. The relevant parties must initiate and participate in good-faith mediation in Dallas County, Texas, within the applicable limitation period stated below. A full-day mediation will be held at the office of a mutually acceptable mediator. If the parties cannot agree on a mediator after reasonable efforts, you, on one hand, and we, on the other, will each choose a mediator, and those two mediators will select the single mediator who will conduct the mediation. Each party will pay its own fees and costs and will share the mediator’s or mediators’ fees equally. If good-faith mediation does not produce a settlement, the parties must proceed to Step 2.

Step 2—Binding Arbitration. The relevant parties must arbitrate the Claim in Dallas County, Texas, under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), unless they all agree in writing to a non-AAA arbitrator or procedure. The arbitration is final and binding, and judgment on the award may be entered in any court with jurisdiction. A single arbitrator will decide all threshold and preliminary issues, including disputes concerning this provision or the Agreement, and will issue a reasoned award. The arbitrator will determine the prevailing party and award that party all reasonable attorneys’ fees, costs and expenses, without apportioning any such amount for any reason.

Step 1 is a mandatory condition precedent to Step 2. If a party initiates arbitration before completing Step 1, the arbitrator will immediately refer the Claim to mediation under Step 1 and completely abate the arbitration until mediation is completed. A party may timely commence arbitration to preserve a Claim while mediation is pending, and the arbitration will be stayed for mediation without forfeiture of the Claim.

YOU AND WE ACKNOWLEDGE AND UNDERSTAND THAT THE PARTIES WAIVE THEIR RIGHTS TO A COURT TRIAL AND A JURY TRIAL BY AGREEING TO THESE TERMS. If a Claim does not proceed under the mandatory two-step process, exclusive jurisdiction and venue will nevertheless lie in Dallas County, Texas, and each party waives every objection to such jurisdiction and venue. A court filing concerning a Claim, except as expressly permitted by the Agreement or applicable arbitration law, including proceedings to compel arbitration, seek authorized provisional relief, or confirm, vacate or modify an award, constitutes a material breach. The filing party will pay all attorneys’ fees, costs and expenses the responding party incurs because of the filing.

This arbitration agreement does not prohibit or limit recovery of damages otherwise allowable by law; it changes only the forum for resolving a dispute. Arbitration differs materially from court litigation. Potential differences include (i) possible cost and time savings; (ii) waiver of the right to a jury trial; (iii) more limited discovery; (iv) more relaxed evidentiary rules; (v) loss of ordinary appellate rights because an award may be challenged only on limited grounds; and (vi) greater privacy than a public trial.

Notwithstanding the foregoing, if arbitration would limit the coverage or enforceability of Malpractice Insurance that otherwise would cover us or our personnel for a dispute with you, Step 2 will not apply to that dispute, which may instead be litigated in court. You and we acknowledge the confidentiality obligations concerning disputes stated elsewhere in the Agreement.

Note that neither the Firm nor any of its individual attorneys, including its of counsel attorneys, currently maintains professional liability (malpractice) insurance. Therefore, in any successful Claim against such parties you can only rely on their respective capacity to satisfy such Claim.

RECORDINGS: You consent to our recording, by any means, any in-person, telephone or electronic conversation in which we participate and in which you know at the time that we are participating. Because public disclosure may impair attorney-client privilege or other protections, you may record a communication in which we participate only after giving us written notice and obtaining our written consent, so that we may advise you of the risks before recording.

PRIVACY: Lawyers are bound by professional confidentiality standards. During a representation, we may receive significant personal financial and other nonpublic information. As required by applicable law, we will keep information received from you confidential and will not release it to outsiders except with your agreement or as applicable law requires or permits. Unless you instruct us otherwise, we may provide privileged or confidential materials to independent contractors, such as copy services, that assist our representation when we reasonably expect them to respect the information’s confidentiality. We retain records to serve our clients and comply with professional requirements and maintain physical, electronic and procedural safeguards consistent with our professional standards.

NON-SOLICITATION: To the fullest extent permitted by applicable law, until our representation of the Client ends and for two years thereafter (the “Relevant Period”), you will not, and will cause your Affiliates not to, directly or indirectly (the “Client Restricted Actions”): (i) solicit or attempt to solicit for employment or independent-contractor engagement (each, a “Client Engagement”) a person employed by us during the Relevant Period; (ii) enter a Client Engagement with such a person; (iii) induce any of our employees to leave our employment; or (iv) while a person is employed by us, induce that person to provide, or accept from that person, services we provide other than through the Firm and on our terms. If the Client or any Relevant Person enters a Client Engagement during the Relevant Period with a person then employed by us or employed by us at any time during the preceding year, we may waive the applicable restriction by written notice. Upon that notice, you will pay us 30% of the person’s annualized compensation under the Client Engagement, including promised bonuses, even if the engagement is not promised to last a full year. The payment is due when we give notice, whether the Client or another Relevant Person entered the Client Engagement. This paragraph does not prohibit a general solicitation for employees or independent contractors. These restrictions and the related payment obligation do not apply to the engagement of a lawyer to provide legal services or otherwise restrict your choice of legal counsel.

GOVERNING LAW: Texas law governs the Agreement and Our Relationship. Subject to the mandatory dispute-resolution provisions, any related legal action must be brought in a state court in Dallas County, Texas, or, if permitted, the United States District Court for the Northern District of Texas. Any Client right to bring an administrative action is preserved.

JURISDICTION AND VENUE: If a party seeks an order enforcing the dispute-resolution provisions or if litigation otherwise occurs concerning Our Relationship, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in Dallas County, Texas, concerning the order, litigation, Agreement and related transactions. You also irrevocably and unconditionally submit to the jurisdiction of any court, wherever located, to permit your joinder, on our motion, in any order, action or other proceeding brought by a third party against us relating to enforcement of the dispute-resolution provisions or litigation concerning Our Relationship. Any Client right to bring an administrative action is preserved.

LIMITATIONS: Even when our relationship with a Client is close and continuing and may resemble or be described as a general-counsel relationship, we are not the Client’s in-house counsel and do not have the continuous internal information available to such a continuously involved professional. We are engaged episodically for discrete Matters. You therefore may not rely on us to address, and release us from liability for not addressing, an issue that is not necessarily within a specifically agreed Matter, that you do not disclose to us in writing (including by email or our email confirmation) and for which you do not expressly ask us to address in writing and we agree to address. We are also not responsible, and you release us from liability, for an action or communication you undertake without our prior review or before we advise you, or that does not follow our advice, including a failure to use language we provide.

You agree that we will not be liable to you or another person for damages or losses not caused by us and arising from (i) events beyond our control; (ii) a payment processor’s disbursement or nondisbursement of funds, which does not relieve you of any amount owed to us; (iii) unauthorized use or misuse of an account number, password or security-authentication method; (iv) unauthorized access to or alteration of transmissions or data; (v) a third party’s statement, action or omission; (vi) deletion of or failure to store email or other electronic messages; or (vii) violation of a third party’s publicity, privacy, intellectual-property or other proprietary right.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR WE WILL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, GOODWILL OR DATA; REPLACEMENT-GOODS OR REPLACEMENT-SERVICES COSTS; BUSINESS INTERRUPTION; OR OTHER INTANGIBLE LOSSES, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF THE FORM OF ACTION, INCLUDING CONTRACT, TORT OR NEGLIGENCE, EVEN IF A PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE MONETARY LIABILITY TO YOU ARISING FROM OR RELATING TO OUR REPRESENTATION, OUR RELATIONSHIP, ANY MATTER OR ANY RELATED EVENT OR CIRCUMSTANCE WILL NOT EXCEED THE FEES YOU PAID US DURING THE TWELVE MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE.

YOU ACKNOWLEDGE AND AGREE THAT EACH CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO OUR REPRESENTATION, OUR RELATIONSHIP, ANY MATTER OR ANY RELATED EVENT OR CIRCUMSTANCE, WHETHER YOUR CLAIM OR CAUSE OF ACTION OR OUR CLAIM OR CAUSE OF ACTION, MUST BE FILED WITH AN APPROPRIATE MEDIATOR, ARBITRATOR OR COURT WITHIN THE LONGER OF (I) TWO YEARS OR (II) THE MINIMUM PERIOD PERMITTED BY APPLICABLE LAW AFTER THE CLAIM OR CAUSE OF ACTION FIRST AROSE OR REASONABLY COULD HAVE BEEN DISCOVERED; OTHERWISE, IT IS PERMANENTLY BARRED. A WRITTEN MEDIATION DEMAND DELIVERED TO THE OTHER PARTY TOLLS THIS CONTRACTUAL LIMITATION PERIOD UNTIL MEDIATION ENDS. APPLICABLE STATUTORY TOLLING RULES REMAIN IN EFFECT, AND A PARTY MAY TIMELY COMMENCE ARBITRATION TO PRESERVE A CLAIM.

YOU FURTHER AGREE THAT EVERY DISPUTE ARISING OUT OF OR RELATING TO OUR RELATIONSHIP WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU MAY NOT ASSERT SUCH A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. CLASS ACTIONS, REPRESENTATIVE ACTIONS, PRIVATE-ATTORNEY-GENERAL ACTIONS AND CONSOLIDATION WITH OTHER ACTIONS ARE NOT PERMITTED.

YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO OUR AGREEMENT TO PROVIDE OUR SERVICES AND THAT, WITHOUT THEM, WE WOULD NOT AGREE TO PROVIDE THOSE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE BEEN INDEPENDENTLY REPRESENTED BY LEGAL COUNSEL OF YOUR CHOICE IN MAKING THIS AGREEMENT, INCLUDING ITS LIMITATIONS OF LIABILITY, DAMAGE EXCLUSIONS, RELEASES, INDEMNITIES AND EXCULPATORY PROVISIONS, AND THAT YOU UNDERSTAND AND AGREE TO THOSE PROVISIONS. NOTHING IN THIS AGREEMENT RESTRICTS YOUR RIGHT TO FILE OR COOPERATE IN AN ATTORNEY DISCIPLINARY COMPLAINT.

NOTICE REQUIRED BY THE STATE BAR OF TEXAS: Texas attorneys must notify clients about the attorney grievance process. The required notice follows: The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar’s Office of Chief Disciplinary Counsel will provide you with information about how to file a complaint. Please call 1-800-932-1900 toll-free for more information.

LAWYER’S CREED: In addition to the TRPC, the Supreme Court of Texas and the Texas Court of Criminal Appeals adopted the Texas Lawyer’s Creed—A Mandate for Professionalism (the “Creed”), aspirational guidelines addressing lawyers’ conduct toward clients, other lawyers, courts and others. The Creed is available at https://www.texasbar.com/AM/Template.cfm?ContentID=30309&Section=Ethics_Resources&Template=/CM/ContentDisplay.cfm. You may review it and ask us any questions. Although the Creed is not legally binding, we admire its principles and seek to practice in a manner incorporating those we consider appropriate.

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