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FREDRIKSON & BYRON, P.A.
<br />Agreement for Legal Services-Standard Client Billing Policy
<br />This Standard Client Billing Policy, together with the engagement letter, contains the agreement ("Agreement") under which Fredrikson & Byron
<br />will provide legal services to you, as the client named in that engagement letter. This Agreement describes our standard billing policies and practices
<br />and will be applicable to all of your client matters unless otherwise agreed in writing.
<br />Services. We will provide you the legal services described in the
<br />engagement letter and other legal services mutually agreed to in writing.
<br />In the event of a conflict between this Agreement and the engagement
<br />letter, the engagement letter will control. We only provide legal services.
<br />We do not provide, and you should not rely on us for, other services
<br />including but not limited to investment, finances, accounting,
<br />engineering, scientific, independent investigation (unless specifically
<br />agreed in the engagement letter), or business consulting services. We
<br />cannot, and you should not rely upon us to, express any opinion
<br />regarding financial statements or other financial information.
<br />Fees. Unless otherwise agreed in writing, the cost of the legal
<br />services rendered will be based primarily on the amount of time
<br />expended and the applicable hourly rates of the person(s) rendering the
<br />services. Time is recorded in one-tenth hour increments; time increments
<br />less than six minutes may be rounded up to the nearest one-tenth hour.
<br />We may periodically adjust our hourly rates.
<br />Service Charges and Disbursements. Except as provided below
<br />and unless otherwise agreed in writing, we will charge you, without
<br />markup, itemized charges from outside vendors (e.g. filing fees, expert
<br />witness fees. telephone toll charges, postage and courier charges, travel,
<br />etc.).
<br />We will bill certain specific charges according to the following schedule,
<br />which is subject to periodic adjustment without prior notice: $.20/page
<br />for copying charges; $1.50/book for velo and spiral binding; and
<br />$1.00/page (plus any long distance telephone charges) for outgoing faxes.
<br />We will bill online computer research based on a schedule available upon
<br />request. We bill for responding to audit letter requests based on a fixed
<br />administrative processing fee (schedule available upon request) plus
<br />hourly rates for actual time spent by attorneys and paralegals.
<br />If we contract on your behalf for additional services to be provided by a
<br />third party vendor, you will be responsible for payment either directly to
<br />the third party or through us. We may request a retainer from you to
<br />cover such costs. To provide efficient and effective service, we may use
<br />technologies, including third-party hosted tools and services. Although
<br />we engage only reputable vendors in this regard, we cannot guarantee the
<br />security or availability of their tools or services.
<br />Billing. Unless otherwise agreed in writing, we generally bill fees,
<br />service charges and disbursements monthly. Invoices are due and
<br />payable within thirty (30) days after receipt. If you pay a retainer or
<br />other advance payment, other than a flat fee, we will deposit that amount
<br />in and make withdrawals from a trust account as required under
<br />applicable rules of professional conduct. Communications concerning
<br />disputed debts, including an instrument tendered as full satisfaction of a
<br />debt are to be sent to: Fredrikson & Byron, P.A., Attn: Credit
<br />Department, 200 South Sixth Street Suite 4000, Minneapolis, MN 55402.
<br />Subject to applicable law A LATE PAYMENT CHARGE UP TO 8%
<br />PER YEAR (OR THE MAXIMUM ALLOWABLE RATE, IF LOWER)
<br />MAY BE ADDED TO ANY UNPAID INVOICE OVER 30 DAYS
<br />PAST DUE.
<br />Organizational Clients. With respect to all organizational clients,
<br />unless the engagement letter provides otherwise, our client is the
<br />organization identified in the engagement letter, and not any of its
<br />incorporators, promoters, organizers, shareholders, partners, members,
<br />directors, officers, employees, subsidiaries, parents or other affiliates.
<br />This means we will have no conflict of interest in the event our other
<br />clients are adverse to such parties who are not specifically identified as
<br />the client in the engagement letter.
<br />Records. The Firm's Records and Information Management policy
<br />and Records Retention Schedule governs the storage and handling of
<br />client files. Once a matter is concluded, we will close the file and return
<br />all original documents supplied by you. Upon written request, we will
<br />provide to you the records in our possession relating to legal services we
<br />performed for you, excluding internal financial records and emails,
<br />attorney notes and work papers, and other such documents not reasonably
<br />necessary to the representation. We also may be required to produce
<br />your records in response to a court order or otherwise as required by law.
<br />If you request, or we are required to produce, your records (in whatever
<br />format, including electronic), you agree to promptly reimburse us for all
<br />fees and expenses, including attorney, paralegal, and administrative time,
<br />at our standard billing rates, incurred in connection with retrieving,
<br />identifying, copying, producing, or transferring the records. You further
<br />agree to reimburse us for all fees and expenses we incur in preparing for,
<br />participating in, or responding to any action, claim, suit, or proceeding
<br />brought by or against any third party that relates to our legal services,
<br />including but not limited to responding to document subpoenas, and
<br />preparing for and testifying at depositions and trials. We reserve the right
<br />to retain copies of any documents or files provided to or created by the
<br />Firm.
<br />Termination. Unless terminated earlier, our representation of you
<br />will terminate upon our sending our final statement for services rendered
<br />in connection with the matter identified in the engagement letter. You
<br />are free to terminate our services, with or without cause, upon written
<br />notice. We may also terminate our representation if you do not cooperate
<br />in the representation or pay our fees and expenses in a timely manner, or
<br />if we determine in our discretion that continuing to provide services
<br />would be unethical or impractical. If our representation terminates, all
<br />fees, service charges and disbursements incurred to that time will be due
<br />and payable. All records stored by us relating to the legal services
<br />performed for you are subject to retention and destruction according to
<br />our records retention policy.
<br />Collection. You agree to promptly pay our invoices. If you do not,
<br />you agree to pay collection costs and attorneys' fees incurred to collect
<br />payment of overdue invoices and interest allowed by law. We may
<br />obtain and perfect an attorneys' lien against documents, property, money
<br />or other rights, in accordance with applicable law.
<br />Questions or Disputes. You should bring questions or disputes
<br />concerning our invoices to the attention of the attorney responsible for
<br />the legal services or our Finance Department promptly after receipt of the
<br />invoice.
<br />Outcomes. We cannot guarantee a particular outcome. We may
<br />express our opinions periodically, but these are only our opinions and not
<br />guarantees or promises.
<br />Confidentiality. We will protect your confidences and secrets. We
<br />will not disclose or use any confidential information we receive from you
<br />unless mandated by law or ethics rules.
<br />Entire Agreement. This Agreement and the engagement letter
<br />represent the entire understanding between us and supersede and replace
<br />any and all prior agreements and negotiations concerning this
<br />engagement, including any outside counsel guidelines. This agreement
<br />and the engagement letter can be modified by writing signed by both you
<br />and us; provided, however, that we may periodically modify our Standard
<br />Client Billing Policy and our billing practices without prior notice.
<br />Revised 10.22.18
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