Squire Patton Boggs (US) LLP
2550 M Street, NW
Washington, D.C. 20037
O +1 202 457 6000
F +1 202 457 6315
squirepattonboggs.com
Carolina Mederos
T +1 202 457 5653
[email protected]
45 Offices in 20 Countries
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
June 6, 2022
Mike Futrell
City Manager
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Re: City of South San Francisco Engagement
Dear Mr. Futrell:
We thank you for the opportunity to represent the City of South San Francisco, California with respect to public policy matters in Congress and the Executive Branch related to federal funding.
A written engagement agreement is required or recommended by the law of professional ethics in the jurisdictions in which we practice law. The engagement agreement between us consists of this letter and the enclosed Standard Terms and Conditions of Engagement (“Standard Terms”).
In case of any contradiction between this letter and the Standard Terms, this letter controls for purposes of this representation. The engagement agreement is designed to address our responsibilities to each other and to outline for you certain important matters that are best established early as we form an attorney-client relationship with you in this matter.
The engagement agreement responds to requirements in the rules of professional ethics and is intended to achieve a better understanding between us. We request that you review this agreement carefully. By proceeding with this engagement you will be indicating to us that you have done so. It is important that you review and understand the terms of our relationship, such as the section on “Conflicts of Interest.”
Based on our current understanding of the proposed representation the fee for the representation described in this engagement agreement will be $15,000 monthly from July 1, 2022 through June 30, 2023. In addition, we will bill you for disbursements incurred in connection with our work.
Please note that, under our Standard Terms, invoices for our fees are payable within thirty days of the date of our statement.
Any of the following alternative methods for acceptance of this engagement agreement will be effective: (i) signing and returning the copy of this letter that is enclosed for that purpose, or (ii) assigning us work, including continuing any previous assignment of work, or (iii) sending us a Mike Futrell
City of South San Francisco
June 6, 2022
2 Squire Patton Boggs (US) LLP
letter or e-mail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm your acceptance by countersigning the enclosed copy of this letter and returning it to me.
If you do not agree with one or more of the provisions of the engagement agreement, please contact me so that we can try to address your concerns. As explained in the attached Standard Terms, you can terminate our services at any time. Of course, if you have any questions or concerns regarding the foregoing, please call me.
You should also feel free to consult with independent counsel before signing. Throughout our relationship, we want you to be satisfied with the professional services that we perform on your behalf. Accordingly, we encourage you to contact us just as soon as you have any questions or concerns regarding our services or our fees.
Sincerely,
Squire Patton Boggs (US) LLP
Carolina Mederos
Letter and Standard Terms Accepted,
including section on “Conflicts of Interest”
and “Public Policy Practice”
CITY OF SOUTH SAN FRANCISCO
By:
Name of individual client representative
Title:
Date: _____________ __, 20__
Enclosure
Standard Terms and Conditions of Engagement Applicable Worldwide The engagement agreement with you includes
the accompanying cover letter and, as
applicable, any separate Matter
Acknowledgment Letter (collectively and
individually “Engagement Letter”). It also
consists of these additional Terms and
Conditions of Engagement applicable
worldwide and any Terms and Conditions of
Engagement applicable for particular
jurisdictions (collectively and individually
“Standard Terms and Conditions of
Engagement” or “Standard Terms”). The
engagement agreement is the means by which
you are retaining the Firm (as defined in these
Standard Terms) to provide legal services.
“You” and “yours” refers to our client(s) defined
more fully below in the section entitled WHO IS
OUR CLIENT. For your convenience, set forth
below are the topics covered in these Standard
Terms:
The Firm .................................................... 1 What Professionals Will Provide the
Legal Services? ......................................... 2 Our Services to You ................................... 2 Who is Our Client? ..................................... 3 Conflicts of Interest .................................... 3 Public Policy Practice ................................. 5 Requesting Legal Services Activates
Engagement Terms ................................... 5
Termination of Representation ................... 6
How We Set Our Fees ............................... 7
Other Charges ........................................... 7 Billing Arrangements and Payment
Terms ........................................................ 8 Taxes ......................................................... 9 Data Protection and Privacy ....................... 9
Client and Firm Documents ...................... 10
Equality and Diversity ............................... 11 1 Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA.
2 Squire Patton Boggs (UK) LLP (trading as Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales with number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC2M 4YH.
Disclosure of Your Name ......................... 11
Squire Patton Boggs Attorney/Client
Privilege ................................................... 11 Severability .............................................. 11 Primacy .................................................... 11 Entire Agreement ..................................... 11 Interpretations .......................................... 12 Governing Law, Courts and Bar
Associations ............................................. 12 In Conclusion ........................................... 12
THE FIRM
“Squire Patton Boggs” is the collective trade
name for an international legal practice
comprised of partnerships or other entities
authorized to practice law in various nations or
other jurisdictions. The “Firm” means Squire
Patton Boggs (US) LLP,1 Squire Patton Boggs
(UK) LLP, 2 Squire Patton Boggs (AU), 3 or
Squire Patton Boggs (MEA) LLP,4 and/or an
affiliate listed at
https://www.squirepattonboggs.com/en/footer/
legal-notices in all cases including the entity or
entities lawfully permitted to practice law in the
jurisdiction or jurisdictions necessary or
appropriate to provide your legal services.
Your engagement in this instance is with the
entity5 which sent you these Standard Terms
and, as applicable, with such other Squire
Patton Boggs entity or entities necessary or
appropriate for your legal services, in which
case the entity which sent you these Standard
Terms is acting on their behalf. These
Standard Terms apply to your relationship with
all Squire Patton Boggs entities which provide
you services. “We” or “us” or “our” refer not
only to the entity sending you these Standard
Terms, but also to all Squire Patton Boggs
entities unless the context or applicable law
3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia.
4 Squire Patton Boggs (MEA) LLP is a limited liability partnership organized under the laws of Washington, D.C.
5 Squire Patton Boggs includes partnerships or other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations.
2 requires reference only to the specific entity or
entities you contract with. The use of “Squire
Patton Boggs” as a trade or business name or
brand by all or any of such entities shall not
imply that the international legal practice is
itself engaged in the provision of legal or other
services. For further information please see
www.squirepattonboggs.com.
This engagement agreement shall apply to all
matters for which you might now or in the future
request our assistance, unless of course you
and we agree in the future to an updated
version of this engagement agreement or to a
new or revised engagement agreement
expressly referring to and superseding this
engagement agreement in whole or in part.
We encourage you to retain this engagement
agreement.
WHAT PROFESSIONALS WILL PROVIDE
THE LEGAL SERVICES?
In most cases one of our lawyers will be your
principal contact. From time to time that
attorney may delegate parts of your work to
other lawyers or to legal assistants or nonlegal
personnel in the Firm or to outside “contract”
personnel.
OUR SERVICES TO YOU
In our letter that presents these Standard
Terms to you, or in a separate Matter
Acknowledgement Letter, we will describe the
matter or case in which we will be representing
you. Unless we agree in writing to expand the
scope of our representation, an important part
of our engagement agreement is that we are
not your counsel in other matters, and you will
not rely upon us to provide legal services for
matters other than that described in the
relevant letter. For example, unless specified
in the relevant letter, our representation of you
does not include any responsibility for: review
of your insurance policies to determine the
possibility of coverage relating to this matter;
for notification of your insurance carriers about
the matter; advice to you about your disclosure
obligations under securities laws or any other
laws or regulations; or advice on tax
consequences. The description of the nature
and scope of our services in any letter or e-mail
concerning the inception of our engagement is
generally made at the beginning of our
representation and is sometimes, of necessity,
described in broad terms. The actual nature
and extent of our representation may be
narrower and more precise and is to be
determined over the life of the representation
by your requests for our legal services and our
response based on the letters, e-mails, or
other documents exchanged between us. Of
course, you and we can enter into an additional
engagement agreement for services outside
any general description in any letters or emails at the beginning of our engagement. If at any time you do not have a clear
understanding of the legal services to be
provided or if you have questions regarding the
scope of our services, we are relying on you to
communicate with us.
We will apply our professional skill, experience
and judgment to achieve your objectives in
accordance with the honored standards of our
profession that all attorneys are required to
uphold. However, we cannot guarantee the
outcome of any matter. Any expression of our
professional judgment regarding your matter or
the potential outcome is, of course, limited by
our knowledge of the facts and based on the
law at the time of expression. It is also subject
to any unknown or uncertain factors or
conditions beyond our control, including the
unpredictable human element in the decisions
of those with whom we deal in undertaking
your representation.
We will comply properly and fully with the duty
of confidentiality as described in the rules of
professional conduct governing our profession
which provide special and stringent protection
for ethically protected information concerning
our representation of you (hereinafter client
“confidential information”). In compliance with
such rules on confidential information and this
engagement agreement, we will not disclose to
3 any other client or use against you any of your
confidential Information and likewise will not
disclose to you the confidential information of
any other client or use that client’s confidential
information against it.
Your responsibilities to us in each
representation that you ask us to undertake
include providing full, complete and accurate
instructions and other information to us in
sufficient time to enable us to provide our
services effectively.
WHO IS OUR CLIENT?
An essential condition of our representation is
that our only client is the person or entity
identified in the accompanying letter. In the
absence of an express identification of our
client in the text of the letter, our client is the
person or entity to whom the letter is
addressed, even though in certain instances
the payment of our fees may be the
responsibility of others. In situations in which
our client is an entity, we have addressed the
letter to an authorized representative of the
client. Throughout these standard terms, “you”
refers to the entity that is our client, not the
individual addressed.
Unless specifically stated in our letter, our
representation of you does not extend to any
of your affiliates and we do not assume any
duties with respect to your affiliates. You are
our only client. Unless we state specifically in
our letter, we do not represent a corporate
family or other group of which you may be a
part, do not represent its members other than
you, and do not owe them any duties. For
example, if you are a corporation, our
representation does not include any of your
direct or indirect parents, subsidiaries, sister
corporations, partnerships, partners, joint
ventures, joint venture partners, any entities in
which you own an interest, or, for you or your
affiliates, any employees, officers, directors, or
shareholders. If you are a partnership or
limited liability company, our representation
does not extend to the individual partners of
the partnership or members of the limited
liability company. If you are a joint venture, our
representation does not extend to the
participants. If you are a trade association, our
representation excludes members of the trade
association. If you are a governmental entity,
our representation does not include other
governmental entities, including other
agencies, departments, bureaus, boards or
other parts of the same government. If you are
an individual, our representation does not
include your spouse, siblings, or other family
members. If you are a trust, you are our only
client. The beneficiaries are not our clients,
nor is the trustee in any capacity other than as
the fiduciary for the particular trust in our
representation. It would be necessary for
related parties, including all those listed above,
to enter into a written engagement agreement
with us much like this one before they would
become clients and we would assume duties
towards them. You should know that our
engagement agreements with a number of
other clients have a similar provision.
If you provide us with any confidential
information of your related parties or any other
entities or individuals during our representation
of you, we will treat it as your information and
maintain its confidentiality in accordance with
our duties to you as our client under applicable
law, but insofar as applicable law permits us to
agree on our respective rights and duties, you
are the only party to whom we owe duties
regarding such information.
Except as specifically agreed by both of us, the
advice and communications that we render on
your behalf are not to be disseminated to or
relied upon by any other parties without our
written consent.
CONFLICTS OF INTEREST
Squire Patton Boggs is international with over
half of our lawyers based in Offices outside the
United States. Our clients inside and outside
the U.S. should understand that this provision
is designed to treat all of our clients on the
4 same basis and that the result of this provision
is similar to the result otherwise applicable
under the professional standards for lawyers in
almost all jurisdictions outside the U.S. (and
under the Texas Disciplinary Rules of
Professional Conduct). Since our legal
practice began over 100 years ago, thousands
of corporations, other businesses, individuals,
governmental bodies, trusts, estates, and
other clients have asked our lawyers to
represent them, in many cases in large and
usual matters. With over 10,000 current
clients, you should understand that during the
course of our representation of you we may
represent any other client in any kind of matter;
you should not assume any exceptions.
Information on the nature of our clients and
practice is available upon request and on the
internet. An advantage to proceeding with our
representation of you may be the services of
specific individuals, or of a large team, or of a
special nature, or in particular jurisdictions. We
understand and agree that this is not an
exclusive agreement, and you are free to retain
any other counsel of your choosing in this and
other matters. We commit that the lawyers
who are personally working for you will not
work for any other client adverse to you
throughout the representation unless you
agree otherwise. Further, throughout the
representation we commit that our other
lawyers shall not represent any other client
with interests materially and directly adverse to
your interests in this matter or in any other
matter (i) which is substantially related to our
representation of you or (ii) where there is a
reasonable probability that confidential
information you furnished to us could be used
to your material disadvantage, including by
examining or cross-examining your personnel,
unless you agree otherwise. Finally, we
commit that after the representation has
ended, unless you agree otherwise, the
lawyers who have personally worked for you
shall not represent any other client with
interests materially and directly adverse to
your interests in this matter or in any other
matter (i) which is substantially related to their
representation of you or (ii) where there is a
reasonable probability that confidential
information you furnished to them could be
used to your material disadvantage, including
by examining or cross-examining your
personnel, unless you agree otherwise. You
agree that these commitments entirely replace
any rule that might otherwise treat
approximately 1,500 lawyers with Squire
Patton Boggs as one lawyer for conflicts
purposes and any imputation or vicarious
treatment of knowledge or conflicts among all
lawyers in Squire Patton Boggs.
For further explanation of the provision being
replaced see
https://www.americanbar.org/groups/professio
nal_responsibility/publications/model_rules_of
_professional_conduct/rule_1_10_imputation
_of_conflicts_of_interest_general_rule.html
including Comment ¶ [2].
For explanation of “substantially related”
matters see
https://www.americanbar.org/groups/professio
nal_responsibility/publications/model_rules_of
_professional_conduct/rule_1_9_duties_of_fo
rmer_clients.html especially Comment ¶ [3].
You understand and agree that, consistent
with those commitments, we are free to
represent other clients, including clients whose
interests conflict with your interests in litigation,
business transactions, negotiations,
alternative dispute resolution, administrative
proceedings, discovery disputes, or other legal
matters. Our lawyers value their individual
professional independence and you also agree
that the interests of other clients represented
by our other lawyers will not create a material
limitation on your representation by the
lawyers who personally represent you. For
further explanation of “material limitations” see
https://www.americanbar.org/groups/professio
nal_responsibility/publications/model_rules_of
_professional_conduct/rule_1_7_conflict_of_i
nterest_current_clients/comment_on_rule_1_
7.html especially Comment [8]. You agree that
a precondition to our forming an attorney/client
relationship with you and undertaking your
5 representation is your agreement that our
representation of you will not prevent or
disqualify us from representing clients adverse
to you in other matters and that you consent in
advance to our undertaking such adverse
representations, subject to the exceptions and
commitments explicitly set forth above. Please
let us know if you would like to discuss
excluding particular parties or matters from
your agreement. Our agreements and yours
are effective immediately. In similar
engagement agreements with a number of our
other clients, we have asked for similar
agreements to preserve our ability to represent
you.
PUBLIC POLICY PRACTICE
Among the wide array of legal services that we
provide to clients in particular representations
in many but not all nations, States, and other
jurisdictions around the world in compliance
with their law are representations with respect
to the legislative, executive, administrative and
other functions of governments (herein “public
policy” representations). We have a public
policy practice in business regulation, defense,
energy, resources and environmental matters,
financial services, food and drug, domestic and
international trade, health care, taxation,
transportation, and numerous other areas
affected by government action. Information on
the extensive scope of our public policy
practice, the other areas in which we offer legal
services, and the large number and diversity of
our clients is available on request or on the
internet. Given the breadth of our public policy
practice, in agreeing to our representation of
you, you should not discount the possibility that
our representation of other clients in public
policy matters at present or in the future might
adversely affect your interests, directly or
indirectly, or might be deemed to create a
material limitation on our representation of you.
A precondition to our forming an attorney/client
relationship with you and undertaking your
representation is your agreement that so long
as such public policy representations are not
substantially related to our representation of
you and do not involve the use of material
ethically protected client information to your
disadvantage, the scope of the public policy
representations that we can provide to existing
or new clients will not be diminished in any
respect by our undertaking our representation
of you even if there would otherwise be a
conflict. Agreement by our other clients to an
analogous waiver may protect the scope of
legal services that we can provide for you.
REQUESTING LEGAL SERVICES
ACTIVATES ENGAGEMENT TERMS
These Standard Terms and any accompanying
engagement letter will become effective when
you: (i) sign in the space provided and return
the copy of any engagement letter
accompanying these Standard Terms, or (ii)
assign us work, including continuing any
previous assignment of work, or (iii) send us a
letter or e-mail clearly referencing these
Standard Terms and any accompanying
engagement letter and agreeing to them. If we
have stated that these Standard Terms are a
draft for discussion, they do not become legally
effective during any period limited exclusively
to discussion of the terms. However, after
receipt of these Standard Terms, if you request
us to perform legal services, including asking
us to continue providing legal services, the
following provisions in these Standard Terms
become legally effective: (1) all provisions that
ethics law of the applicable State, nation, or
other jurisdiction requires in an engagement
agreement, (2) all provisions that address the
ability of other existing and prospective clients
to retain us as their lawyers, including but not
limited to “Who is Our Client,” “Conflicts of
Interest,” “Public Policy,” and “Primacy;” (3) all
provisions in these Standard Terms on the
date 30 days following the later of both (a) your
receipt of these Standard Terms and (b) your
request that we perform legal services. You
can terminate our engagement agreement with
prospective effect at any time. Provisions that
became effective through your request for
legal services can later be amended or
replaced provided we both agree in writing.
6 TERMINATION OF
REPRESENTATION
You may terminate our representation at any
time, with or without cause, upon written notice
to us. After receiving such notice, or upon our
termination of the representation as permitted
by applicable ethical and/or court rules, we will
cease to render services to you as soon as
allowed by such rules, which may include court
approval of our withdrawal from litigation.
Termination of our services will not affect your
responsibility for payment of legal services
rendered and other charges incurred both
before termination and afterwards in
connection with an orderly transition of the
matter, including fees and other charges
arising in connection with any transfer of files
to you or to other counsel, and you agree to
pay all such amounts in advance upon request.
You agree that the Firm has the right to
withdraw from its representation of you if
continuing the representation might preclude
the Firm’s or any other Squire Patton Boggs
entity’s continuing representation of existing
clients on matters adverse to you or if there are
any circumstances even arguably raising a
question implicating professional ethics, for
example, because a question arises about the
effectiveness or enforceability of this
engagement agreement, or a question arises
about conduct addressed by it, or an apparent
conflict is thrust upon the Firm or any other
Squire Patton Boggs entity by circumstances
beyond its reasonable control, such as by a
corporate merger or a decision to seek to join
litigation that is already in progress, or there is
an attempt to withdraw consent.
In any of these circumstances, you agree that
we would have the right to withdraw from the
representation of you. Regardless of whether
you or we terminate the representation, we
would (with your agreement) assist in the
transition to replacement counsel by taking
reasonable steps in accordance with
applicable ethical rules designed to avoid
foreseeable prejudice to your interests as a
consequence of the termination. You agree
that regardless of whether you or we terminate
the representation (A) we would be paid by you
for the work performed prior to termination; (B)
our representation of you prior to any
termination would not preclude the Firm or any
other Squire Patton Boggs entity from
undertaking or continuing any representation
of another party; and (C) as a result of the
Firm’s or any other Squire Patton Boggs
entity’s representation of another party you
would not argue or otherwise use our
representation of you prior to any termination
to contend that the Firm or any other Squire
Patton Boggs entity should be disqualified.
When we complete the specific services you
have retained us to perform, our attorney-client
relationship for that matter will be terminated at
that time regardless of any later billing period.
To eliminate uncertainty, our representation of
you ends in any event whenever there is no
outstanding request from you for our legal
services that requires our immediate action
and more than six (6) months (180 days) have
passed since our last recorded time for you in
the representation, unless there is clear and
convincing evidence of our mutual
understanding that the representation has not
come to an end. After termination, if we
choose to perform administrative or limited
filing services on your behalf, including but not
limited to receiving and advising you of a notice
under a contract, lease, consent order, or other
document with continuing effect, or filing
routine or repeated submissions or renewals in
intellectual property or other matters, or
advising you to take action, our representation
of you lasts only for the brief period in which
our task is performed, unless you retain us in
writing at that time to perform further or
additional services. After termination, if you
later retain us to perform further or additional
services, our attorney-client relationship will
commence again subject to these terms of
engagement unless we both change the terms
in writing at that time. Following termination of
our representation, changes may occur in
applicable laws that could impact your future
7 rights and liabilities. Unless you actually
engage us in writing to provide additional
advice on issues arising from the matter after
its completion, we have no continuing
obligation to advise you with respect to future
legal developments.
During or following our representation of you,
we will be entitled to recover from you fees for
any time spent and other charges, calculated
at the then applicable rates if we are asked to
testify or provide information in writing as a
result of our representation of you or any legal
requirements, or if our records from our
representation of you are demanded, or if any
claim is brought against any Squire Patton
Boggs entity or any of its personnel based on
your actions or omissions (in addition to any
other costs involving the claim), or if we must
defend the confidentiality of your
communications under the attorney-client or
any other legal professional privilege (in which
case we will to the extent that circumstances
permit make reasonable efforts to inform you
of the requirement made upon us and give you
the opportunity to waive privilege).
HOW WE SET OUR FEES
Unless another basis for billing is established
in this engagement agreement, we will bill you
monthly for the professional fees of attorneys,
paralegals, and other personnel incurred on
your behalf based on their applicable rates and
the number of hours they devote to your
representation. Overall fees will be in accord
with the factors in the applicable rules
governing professional responsibility. The
billing rates of the personnel initially assigned
to your representation are generally specified
in the accompanying engagement letter. The
billing rates of our attorneys, paralegals, and
other personnel vary, depending generally
upon the experience and capabilities of the
individual involved. Unless otherwise agreed
in writing, we will charge you for their services
at their applicable rates. Our hourly billing
rates are adjusted from time to time, usually at
the beginning of each year, both on a selected
and firm wide basis. In addition, as personnel
gain experience and demonstrate improved
skills over time, they may advance into
categories that generally have higher hourly
billing rates. Advancements to a higher
category are typically made annually. Upon
any adjustment in the applicable rates, we will
charge you the adjusted rates.
At times clients ask us to estimate the total fees
and other charges that they are likely to incur
in connection with a particular matter.
Whenever possible, we are pleased to respond
to such requests with an estimate or proposed
budget. Still, it must be recognized that our
fees are often influenced by factors that are
beyond our control or unforeseeable or both.
This is particularly true in litigation and other
advocacy contexts in which much of the
activity is controlled by the opposing parties
and the Judge, Arbitrator or other decisionmaker. Accordingly, such an estimate or proposal carries the understanding that, unless
we agree otherwise in writing, it does not
represent a maximum, minimum, or fixed fee
quotation. The ultimate cost frequently is more
or less than the amount estimated.
Accordingly, we have made no commitment to
you concerning the maximum fees and costs
that will be necessary to resolve or complete
this matter. We will not be obliged to continue
work if the fees or other charges accrued on a
matter reach an estimate previously given and
a revised estimate cannot be agreed. It is also
expressly understood that payment of our fees
and charges is in no way contingent on the
ultimate outcome of the matter.
OTHER CHARGES
As an adjunct to providing legal services, we
may incur and pay a variety of charges on your
behalf or charge for certain ancillary support
services. Whenever we incur such charges on
your behalf or charge for such ancillary support
services, we bill them to you separately or
arrange for them to be billed to you directly.
We may also require an advance payment
from you for such charges. These charges
8 typically relate to long-distance telephone
calls; messenger, courier, and express
delivery services; facsimile and similar
communications; document printing,
reproduction, scanning, imaging and related
expenses; translations and related charges;
filing fees; depositions and transcripts; witness
fees; travel expenses; computer research; and
charges made by third parties (such as outside
experts and consultants, printers, appraisers,
local and foreign counsel, government
agencies, airlines, hotels and the like). Other
charges will generally be itemized on your bill,
and will also be subject to VAT where
applicable. Any bank charges which we incur
when making check payments or telegraphic
transfers of money will be charged to you
inclusive of a handling fee. Our charges for
these ancillary support services generally
reflect our direct and indirect costs, but
charges for certain items exceed our actual
costs. For some services, particularly those
that involve significant technology and/or
support services which we provide (such as
imaging documents and computer research),
we attempt from time to time to reduce costs
by contracting with vendors to purchase a
minimum volume of service that is beyond the
needs of any single client. In those cases, we
may bill you at a per unit rate that may not
reflect the quantity discounts we obtain. In
many cases the total quantity that will be used
by all of our clients over a year or other period
of time is not certain. Our charge for fax
services is typically based on a charge per
page rather than the cost of the telephone
usage. In the event any of our statements for
such services are not paid by their due dates,
you agree that we have the right not to
advance any further amounts on your behalf.
When you send us a letter at the request of
your auditors asking us for a response on any
loss contingencies, we will charge you a fixed
fee for our response that varies with the level
of difficulty of the response.
Letter Type Description Rate
Clean No litigation
reported US $550
Normal 1-3 cases US $850
Extraordinary >3 cases US $1,350
Update
Update of
prior
response
US $400
No-Services
Verifying no
work for client
during fiscal
year
US $75
Notwithstanding our advance payments of any
charges, you will be solely responsible for all
invoices issued by third parties. It is our policy
to arrange for outside providers of services
involving relatively substantial charges (such
as the fees of outside consultants, expert
witnesses, appraisers, and court reporters) to
bill you directly.
Prompt payment by you of invoices generated
by third-party vendors is often essential to our
ability to deliver legal services to you.
Accordingly, you agree that we have the right
to treat any failure by you to pay such invoices
in a timely manner to be a material breach of
your obligation to cooperate with us.
Unless we agree specifically in writing and you
advise any other law firm, professionals, or
third-parties in writing that they must comply
with our directions, we are not responsible for
them.
BILLING ARRANGEMENTS AND
PAYMENT TERMS
We will bill you on a regular basis – normally,
each month – for both fees and other charges.
You agree to make payment within thirty (30)
days of the date of our statement, unless a
different period of time is specified in the
Engagement Letter. If you have any issue with
our statement, you agree to raise it specifically
before thirty (30) days from the date of our
statement or any other due date established in
an Engagement Letter. If the issue is not
9 immediately resolved, you agree to pay all fees
and other charges not directly affected by the
issue before thirty (30) days from the original
bill or any other due date established in an
Engagement Letter and all amounts affected
by the issue within ten (10) days of its
resolution. If we have rendered a final bill and
we become liable for other charges incurred on
your behalf, we will be entitled to render a
further bill or bills to recover those amounts. In
the event that a statement is not paid in full
before thirty (30) days from the date of our
statement or any other due date established in
an Engagement Letter late charges will be
imposed on any unpaid fees and/or costs at
the combined rate of eight percent (8%) per
annum or at any lower rate legally required by
a particular jurisdiction. If the cover letter
accompanying these Standard Terms of
engagement specifies an event or an alternate
date upon which payment is due, late charges
will be imposed on any unpaid fees and/or
costs thirty (30) days after the specified event
or date or any other period specified in an
Engagement Letter. The purpose of the late
payment charge is to encourage prompt
payment, thus reducing our billing and
collection costs.
In addition, if your account becomes
delinquent and satisfactory payment terms are
not arranged, we may postpone or defer
providing additional services or withdraw, or
seek to withdraw, from the representation
consistent with applicable rules. You will
remain responsible for payment of our legal
fees rendered and charges incurred prior to
such withdrawal.
When personnel from other Squire Patton
Boggs entities have provided services to you,
the portion of any invoice to you including such
services is issued on behalf of the other Squire
Patton Boggs entities that have provided
services to you. The portion of your payment
of fees and charges for the services and
expenses of any such other Squire Patton
Boggs entities will be attributed to them in
accordance with our agreement with them,
which reflects in major part the work performed
by their personnel and expenses they incurred.
If our representation of you results in a
monetary recovery by litigation or arbitration
award, judgment, or settlement, or by other
realization of proceeds, then (when permitted
by applicable law) you hereby grant us an
attorneys’ lien on those funds in the amount of
any sums due us.
We look to you, the client, for payment
regardless of whether you are insured to cover
the particular risk. From time to time, we assist
clients in pursuing third parties for recovery of
attorneys’ fees and other costs arising from our
services. These situations include payments
under contracts, statutes or insurance policies.
However, it remains your obligation to pay all
amounts due to us before expiration of thirty
(30) days from the date of our statement
unless a different period is established in an
Engagement Letter.
TAXES
You will be responsible for any applicable VAT
or other sales tax that any jurisdiction may
impose on our fees and other charges for this
representation.
DATA PROTECTION AND PRIVACY
We each have our respective obligations to
relevant government authorities and to
individuals whose personal data we process to
comply with applicable data protection laws.
Where the European Union (“EU”) General
Data Protection Regulation (“GDPR”) and
national implementing legislation apply in
relation to any personal data that you provide
to us, we each act as a controller in our own
right in regard to our respective processing of
the personal data. Please refer to our Global
Website Privacy Notice; our Privacy Notice for
our Australian offices; and, in particular, our
Privacy Notice for our EU offices (“EU Privacy
Notice”). These are published on the Squire
Patton Boggs website at
10 www.squirepattonboggs.com. Our EU Privacy
Notice describes the processing activities of
our EU offices as controllers of the personal
data of our clients, individuals connected to our
clients and other business contacts, in
accordance with GDPR requirements. In
fulfilling our duties to relevant government
authorities and individuals under applicable
law our EU offices will process personal data
that you share with us, or that we obtain from
other sources on your behalf, only for the
relevant purposes that are set out in our EU
Privacy Notice or any supplemental notice that
we may provide to you in connection with a
particular matter. You may also have
obligations under the GDPR and you will
reasonably cooperate with us with respect to
any personal data that are shared between us,
in order to facilitate compliance with the
relevant provisions of the GDPR. If you
disclose or transfer to us personal data
concerning individuals who are connected to
you, or are otherwise relevant to a matter on
which we have been retained to provide legal
services to you, it shall be your responsibility
as the controller of that data to transfer or
otherwise disclose such personal data in
compliance with GDPR requirements including
(without limitation) by: (A) transferring the
personal data to us only as necessary for us to
provide the legal services for which you have
retained us; (B) having a lawful basis for
disclosing the personal data to us; (C)
providing all the information required to be
provided by the GDPR, in the applicable
circumstances, to the relevant individuals
concerning the transfer of their personal data
to us (including, where possible, a link to the
EU Privacy Notice published on the Squire
Patton Boggs website); and (D) assuming the
primary responsibility for responding to data
subject access requests in relation to personal
data that you have shared with us.
We will cooperate with you when reasonably
possible to ensure that the required
information referred to above is made
accessible to the relevant individuals; and we
will meet our own obligations to provide
information directly to the individuals
concerned, such as any customized privacy
notice that we may issue to address a specific
matter if required by particular circumstances;
but in most cases, it would be impossible, or
would require disproportionate effort on our
part to provide notice directly to all individual
third parties that are connected to you when
you share their personal data with us. The
description of our respective obligations under
applicable data protection laws covers our
respective obligations to relevant government
authorities and to individuals whose personal
data we process, but does not create new
duties or obligations between us by virtue of
these Standard Terms (except as explicitly
stated concerning cooperation and our
respective roles as controllers of personal
data).
CLIENT AND FIRM DOCUMENTS
We will maintain any documents you furnish to
us in our client files for this matter. At the
conclusion of the matter (or earlier, if
appropriate), it is your obligation to advise us
promptly as to which, if any, of the documents
in our files you wish us to turn over to you. At
your request, your papers and property will be
returned to you promptly upon receipt of
payment for outstanding fees and other
charges. Your documents will be turned over
to you in accordance with ethical requirements
and subject to any lien that may be created by
law for payment of any outstanding fees and
costs. We may keep a copy of your files if you
ask us to return or transfer your files. We will
retain our own documents and files, including
our drafts, notes, internal memos,
administrative records, time and expense
reports, billing and financial information,
accounting records, conflict checks, personnel
materials, and work product, such as drafts,
notes, internal memoranda, and legal and
factual research, including investigative
reports, and other materials prepared by or for
the internal use of our lawyers. All such
documents which we retain will be transferred
to the person responsible for administering our
11 records retention program. For various
reasons, including the minimization of
unnecessary storage charges, we have the
right to destroy or otherwise dispose of any
such documents or other materials retained by
us seven (7) years after the termination of the
engagement, unless applicable law permits or
requires a shorter or longer period for
preservation of documents, or unless a
different period is specified in a special written
agreement signed by both of us.
With regard to any documents containing EU
personal data that you transfer to us that we
have not previously destroyed as explained
above, we will act under your instructions in
relation to the timing of the deletion for such
data in order to comply with the GDPR storage
limitation principle or to assist you in
responding to a valid data subject request for
the deletion of personal data.
EQUALITY AND DIVERSITY
We have a written Equality and Diversity policy
to which we seek to adhere at all times in the
performance of our services. A copy will be
provided to you upon your written request and
is available on our website.
DISCLOSURE OF YOUR NAME
We are proud to serve you as legal counsel
and hope to share that information with other
clients and prospective clients. On occasion,
we provide names of current clients in
marketing materials and on our Web site. We
may include your name on a list of
representative clients. We may also prepare
lists of representative transactions or other
representations, excluding of course any we
believe are sensitive. If you prefer that we
refrain from using your name and
representation in this manner, please advise
us in writing.
SQUIRE PATTON BOGGS
ATTORNEY/CLIENT PRIVILEGE
If we determine during the course of the
representation that it is either necessary or
appropriate to consult with our General
Counsel, one of our Ethics Lawyers or other
specially designated lawyer or outside
counsel, we have your consent to do so with
the confidentiality of our communications with
such counsel protected by an attorney-client
privilege which will not be diminished by our
representation of you.
SEVERABILITY
In the event that any provision or part of this
engagement agreement, including any letters
expressly stated to be part of the engagement
agreement, should be unenforceable under the
law of the controlling jurisdiction, the remainder
of this engagement agreement shall remain in
force and shall be enforced in accordance with
its terms.
PRIMACY
Unless expressly superseded by explicit
reference the sections “Who is our Client,”
“Conflicts of Interest,” and/or “Public Policy
Practice” are fully effective notwithstanding
another provision in case of any duplication
and to the fullest extent possible in case of
inconsistency.
ENTIRE AGREEMENT
This engagement agreement supersedes all
other prior and contemporaneous written and
oral agreements and understandings between
us and contains the entire agreement between
us. This engagement agreement may be
modified only by a signed written agreement by
you and by us. You acknowledge that no
promises have been made to you other than
those stated in this engagement agreement.
12 INTERPRETATIONS
This agreement shall be interpreted to
effectuate the intention of the Parties to
observe all applicable present and future
ethical and legal requirements and
prohibitions. To the extent that any existing or
future legal or ethical requirement or
prohibition in any applicable jurisdiction does
not allow or otherwise conflicts with any
provision of this engagement agreement or
service contemplated in it, then it shall not
apply in whole or in part to the extent of such
conflict or prohibition. Further, any such
provision or service offering shall be deemed
modified to the extent necessary to make it
valid and consistent with such requirements
and prohibitions.
GOVERNING LAW, COURTS AND BAR
ASSOCIATIONS
All questions arising under or involving this
engagement or concerning rights and duties
between us will be governed by the law
(excluding choice of law provisions) and
decided exclusively by the courts and Bar
authorities of the jurisdiction in which the
lawyer sending you this engagement
agreement has his or her principal office
unless another jurisdiction is specified in the
letter accompanying these Standard Terms.
When another jurisdiction provides that its law
or courts or Bar authorities will govern
notwithstanding any agreement, that other law
may of course control, at least on certain
questions.
IN CONCLUSION
We look forward to a mutually satisfying
relationship with you. If you have any
questions about, or if you do not agree with one
or more of these terms and conditions, please
communicate with your principal contact at the
Firm so that we can try to address your
concerns. Your principal contact can
recommend changes that will be effective once
you receive written notice of approval of any
revisions, which, depending on the nature of
the request, will be made by a Lawyer in
Management and/or an Ethics Lawyer. Thank
you.