UPDATED: May 3, 2012

Terms of Engagement

Thank you for selecting Indigo Venture LLC (the “Firm”) to provide legal services on behalf of you or your company or other entity to be formed by you relating to the proposed legal matters described in one or more statements of work (“Statements of Work”) substantially in the form attached as Schedule A below.    

 Printed copies or PDFs of these Terms of Engagement are available upon request.  

By confirming any Statement of Work (orally or in writing) or otherwise requesting legal services from the Firm, you accept and are bound by these Terms of Engagement. If you do not wish to be bound by these Terms of Engagement, you must notify the Firm immediately and request that all services provided by the Firm be discontinued.  

THESE TERMS OF ENGAGEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH THE FIRM, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

The terms of our engagement as legal counsel are as follows:

1. We generally provide our legal services on a fixed fee basis.  Fixed fees for our legal services are set forth in the applicable Statement of Work.  Fees for services not specified in a Statement of Work  would be charged at an hourly rate of the individual providing the services.  The current hourly rates are specified in the applicable Statement of Work.  

2. The attorneys listed on our website under “Profile”, as amended from time to time (“IVLO Attorneys”), are owners, employees or independent contractors with whom we have a written fee sharing arrangement.  By accepting these Terms of Engagement, you expressly consent that all services provided hereunder may be provided by any or all of the IVLO Attorneys unless otherwise designated in the applicable Statement of Work.  In addition, we work with a number of outside attorneys that we may use on occasion, with your approval, to provide specific areas of knowledge outside the scope of our practice or to provide additional resources in practice areas covered by our firm.  We may retain those outside attorneys on your behalf under a fee sharing arrangement, or we may require that you pay them directly.  We may expand the firm to include additional full-time or part-time attorneys and/or paralegals and we reserve the right to add or substitute personnel on your matters in a manner that will most cost effectively provide the services you need.  

3. We may incur various costs and expenses in performing legal services under this agreement.  You agree to pay for those costs and expenses in addition to the fees for legal services.  The costs and expenses commonly include filing fees, telephone charges, messengers and other delivery fees, postage, federal express, parking and local travel expenses, copying, computer research costs, corporate minute books, and other similar and necessary expenses which may be incurred in the course of our representation of your interests.

4. We will obtain your permission before retaining outside experts, consultants, or other support personnel or facilities whose fees are expected to exceed $250.  You agree that you are directly responsible for the fees of any outside experts, consultants, or other support personnel or facilities and will pay those fees directly to the outside party upon our request.

5. We will generally send you invoices on a monthly basis.  The amount set forth on our invoice shall be due and payable upon receipt.  You agree to pay the invoices no later than 10 days after their receipt.  When our services conclude, all unpaid charges will become immediately due and payable.  Amounts not paid when due will accrue interest at the rate of 1.5% per month or, if less, the highest amount allowed by law.

6. Our normal practice is to obtain a retainer, and accordingly we may request an advance payment from time to time.  This retainer is not intended to represent an estimate of the total cost of the work to be performed.  The ultimate cost , if not expressly stated in a fixed fee quote, depends on the specific facts that may arise in the course of this engagement and on circumstances beyond our control, such as the actions of third parties. We  deposit all retainers in our client trust account, which shall be used to pay our fees for legal services, and costs and expenses as incurred.  We may request that you make additional retainer payments during the course of this matter.  We will refund any unused deposit at the conclusion of our representation.

7. With regards to representation, if we are representing your company or other entity to be formed (the “Company”), our client will be the Company and not any of its individual managers, members, directors, officers, stockholders and/or other representatives (the “Representatives”).  Each of the Representatives should understand that the Firm would not be able to act as counsel for any of the Representatives personally, or as counsel in any matter between the Company and the Representatives.  The Firm has not been engaged to, and expressly does not agree to, represent any other person or party in connection with this matter.

8. The attorney-client privilege requires that we maintain the confidentiality of the information given us by a client relating to our representation.  Subject to applicable law, we will treat as privileged all communications between the Company and the Representatives with respect to the disclosure of that information to outside parties.  Our representation of the Company means that there will be no attorney‑client privilege for communications between any one of the Representatives and the Firm, with respect to the other Representatives.  You must agree that there will be complete and free disclosure and exchange of all information that we receive from each of the Representatives in the course of our representation and that such information shall not be confidential between or among the Representatives, whether we obtain that information in conferences with more than one Representative, or in private communications with only one Representative.  

9. You may terminate the Firm’s representation at any time.  The Firm may also terminate its representation provide that such termination is in accordance with the Rules of Professional Conduct.  In the event that our relationship is terminated by either of us, for whatever reason, you agree to pay our fees and expenses incurred through the date of termination.

10. We do our best to see that our clients are satisfied not only with our services but also with the reasonableness of the fees charged for those services.  If you disagree with or question any amount due under any of our statements, you agree to communicate such disagreement to us, in writing, not less than thirty days from the date the invoice is sent to you.

11. Please review carefully the Terms of Engagement described above.  If you have any questions about these Terms of Engagement  or the work to be performed, please contact the Primary Attorney designated on the applicable Statement of Work at your earliest convenience.  If you accept these terms, please sign the applicable Statement of Work and return it to the Primary Attorney by email, fax, personal delivery or U.S. mail.

12. These Terms of Engagement constitute the entire understanding between the Firm and you pertaining to the provision of legal services by the Firm and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.  We may change these Terms of Engagement at any time, subject to the Rules of Professional Conduct, and such changes shall apply with respect to subsequent Statements of Work.  

13. The attorneys of the Firm are licensed to practice only in the states designated in their profiles on this web site, and do not seek to practice law in any jurisdiction where they are not properly authorized to practice.  

14. Each client shall be represented by a real attorney who is designated on the applicable Statement of Work. You understand that the Firm’s attorneys may communicate with you by email, telephone or through other web-based or Internet services.  While we may communicate electronically or work remotely, you always have the right to meet with the Firm’s attorneys at their offices.  

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Schedule A

Statement of Work

This Statement of Work is in accordance with, and subject to the Terms of Engagement on the IVLO web site at http://www.ivlo.com/engagement.html, as of the effective date of this Statement of Work.  Please note that the Terms of Engagement may be amended or updated from time to time with respect to future Statements of Work.  Printed copies or PDFs of the current Terms of Engagement are available upon request.

1. Effective Date:______________________________________________________________

2. Client(s):___________________________________________________________________         

3. Contact (name):______________________________________________________________

4. Billing (name and address):_____________________________________________________

5. Other parties:_______________________________________________________________

6. Affiliates:___________________________________________________________________

7. Description of Work/Solution:___________________________________________________

8. Project Due Date:_____________________________________________________________

9. Designated Attorneys (at least 2):________________________________________________

10. Client contact information:_____________________________________________________

11. Level of Service Requested (check the desired service level):

___     Trusted Advisor (TA)  provides Unmetered Consultations with respect to the above-described matter(s). This service does not include any review of documents.  

___   Limited Review (LR)  provides a limited review of a proposed document and a single consultation only, during which the client can ask specific questions about a document. This service is intended as a "spot" review only to assist clients who have questions about specific issues or specific provisions within a document and not the document as a whole.

___      Review & Comment (R&C)  provides a  full review of a proposed document and the issues of concern to the client along with comments or suggestions on how to address specific issues. This service is intended to assist clients who intend to negotiate and draft the agreements themselves. Includes Unmetered Consultations.

___      Draft & Revise (D&R)  provides drafting and revisions of a proposed document authored by the firm, the client, or a third party.  Typically, the process starts with a client questionnaire to review the business terms and client objectives.  Includes Unmetered Consultations.

___    Revise & Negotiate (R&N)  provides drafting and revisions of a proposed document as required by the client.  In addition, the attorney will submit the revisions to opposing counsel, handle negotiations of the transaction, and keep you informed of the progress.  Includes Unmetered Consultations.

___     Other: Different levels of review for different components of the legal services (describe in comment box below).

Unmetered Consultations provide reasonable access to an experienced attorney for a fixed period (typically, 30 days) for consultations by phone, email, or meetings on issues directly related to the matter.  The time required for such consultations is "unmetered" (i.e., not tracked) and no additional fees are charged.

12. Fees:    The anticipated fees for the above-described work are as follows:

                _______________________________________________________

                _______________________________________________________

                _______________________________________________________

The above fees do not include miscellaneous or “out-of-pocket” expenses, such as filing fees, corporate record books, postage, stock certificates, which are charged at cost, and are estimated to total $________.  Amounts not paid when due will accrue interest at the rate of 1.5% per month or, if less, the highest amount allowed by law.

The quoted fees assume that the project will be completed within 30 days of engagement.  If the project continues beyond 30 days, additional charges may apply.

13. Retainer:         $_________ (must be received prior to commencement of work).

The undersigned client desires representation by IVLO to the extent described above, and therefore consents to such representation in accordance with the Terms of Engagement referenced above.  This Statement of Work is not valid unless accepted by IVLO.

This Statement of Work should be returned to IVLO by fax, email or US postal service (or in person) to: Indigo Venture Law Offices, 1035 Cambridge Street, Suite 3, Cambridge, MA 02141, Fax: 781-676-1919, Email: billing@ivlo.com