Re: {theName}
Dear Client:
This letter is our Agreement (“Agreement”) for you to work with My General Counsel On Call, A.P.C. It explains the legal services we’ll provide and how we’ll work together.
Please take a moment to read through it. It covers a lot but it’s all important to make sure we’re both on the same page.
If anything is unclear or you have questions, just reach out—we’re happy to go over it before you sign. We want to make sure you’re totally OK with everything before moving forward.
But If everything looks good, please sign where indicated below and send back the signed Agreement along with the payment as described in Section 5.
1. Parties to this Agreement
This Agreement is between you, {name} (“Client”), and My General Counsel On Call, A.P.C. (“the Firm”).
2. Effective Date
This Agreement covers all the legal work we do for you, starting from the day we first begin working on your file. The date at the top is just for reference.
3. Scope of Representation
You’re hiring me to reserve my availability for legal services for {theName} that we will determine in the future. This Agreement only covers reserving that time and does not include urgent requests, additional services, or any work outside the scope we agree on later. Any services beyond what we specifically agree to will require a separate agreement.
If you need me to help with anything else outside of what we described above, I’d love to help, but we would need to create a separate agreement for that.
4. Attorney Client Privilege
Keeping our communications private is very important to me. Please check with me before including anyone outside the Firm on emails, calls, or meetings. That means ANYONE – even spouses, family, or anyone. If someone outside the Firm is added without our consent, that communication might not be protected by attorney-client privilege.
The rules around this can be tricky, so let us guide you on emails, calls, or meetings. Please don’t share or forward any communication without checking with us first. This helps make sure your information stays completely confidential.
5. Retainer Fee Agreement
This Agreement is based on a true retainer fee, not an hourly rate. The fee is earned when received, is not held in a trust account, and is non-refundable. A true retainer doesn’t pay for guaranteed future work; instead, it reserves the Firm’s availability for you and compensates the Firm for turning down other work.
Any unused portion of your monthly retainer can roll over for up to one (1) consecutive month. If it is not used by the end of the rollover month, the remaining hours will expire.
In signing up for the Accelerate Plan, you agree to pay an initial $177 retainer to reserve two (2) hours of attorney availability for a one-month period. This retainer automatically renews each month for $177, giving you two (2) hours of attorney availability for the month, on the same day of the month as your initial payment. This fee is subject to change in the future. We’ll let you know in writing at least 30 days in advance if the monthly retainer amount changes.
If you want to cancel for the next month, please provide written notice at least seven (7) days before your next billing date. Because this is a True Retainer—not an advanced fee deposit—payments are non-refundable. The retainer secures attorney availability for the entire month, even if you cancel before the month ends.
Example: You make your first payment on the 10th, your retainer covers attorney availability through the 9th of the next month. Your next billing will occur on the 10th. If you want to avoid being billed for the following month, you would need to notify us in writing by the 3rd of that month.
By signing this Agreement, Client acknowledges that the purpose of the true retainer fee has been explained. The Client understands that this fee is not an advance deposit—it is fully earned by the Firm when received. Client also understands that other fee options, such as hourly billing, were available but has voluntarily chosen the retainer fee structure.
Should the Client ever wants to hire the Firm for additional work on an hourly basis, we would create a separate agreement for that. We are not doing that with this Agreement. This is part of how My General Counsel On Call is different from other expensive law firms.
At the time this Agreement is signed, the Firm charges Startup members at a discounted rate of $275 per hour for any additional hourly work.
6. Costs
In addition to the flat fee, there may be other costs related to your matter, depending on what work is needed. I’ll always do my best to let you know about these costs ahead of time and include them in your advance bills.
Because we bill in advance, we try to anticipate all costs up front. Occasionally, an unexpected cost might come up that wasn’t included in the advance bill. If that happens, you agree to cover it before we move forward. That said, with the way we handle billing, this shouldn’t be a common occurrence.
7. Limitations
I will provide competent and professional legal services for the matter described in Section 3. That said, we cannot guarantee a particular outcome or result. Nothing in this Agreement is a promise or guarantee about what will happen with your matter.
This is just to make sure expectations are clear and everyone understands that while we work hard and professionally, the results depend on many factors outside my control.
8. Client Responsibilities
To help me provide optimal legal services to you, you agree to:
· Give accurate and complete information and documents related to your matter.
· Respond promptly to requests and questions.
· Cooperate fully throughout the representation.
· Let me know about any changes in your circumstances or contact information that may affect your matter.
9. Termination and Withdrawal
You can let us know in writing at any time if you want to end our representation. If you do so after paying that month’s retainer, please note that the retainer is considered earned when received and will not be refunded.
I may also need to withdraw from representation, following the California Rules of Professional Responsibility. If we withdraw more than 15 days before the end of your billing period after that month’s retainer has been paid, we will refund half of that month’s retainer. If we withdraw less than 15 days before the end of your billing period, no part of the retainer will be refunded.
If you fail to pay the next month’s retainer, the Firm reserves the right to end representation immediately.
10. Conflicts
I will check for any conflicts of interest in representing you in this matter and that none exist. If any potential conflict comes up later, we will let you know right away and explain your options.
11. Consent to Use of Electronic Communication and Storage
To make working together easier, we’ll often communicate with you and share documents through email, text, and other electronic methods. This includes documents we send you as we receive them third parties. Technology is always changing, so there are some risks, like potential security or privacy issues. By signing this Agreement, you understand these risks and agree to receive communications this way—for you and anyone you’ve authorized to act on your behalf.
While we am representing you, we will keep an electronic file of all documents sent or received that relate to your matter. This includes documents from you, from me, and from any third parties involved in your case. We may also use secure cloud-based services to store emails, documents, and other information about your matter. These servers may be located outside of our office. By signing, you understand and agree that your communications and documents may be stored in this way.
You will receive copies of any documents we receive from third parties promptly we receive them.
Your electronic file will be kept for five (5) years. After that time, it may be deleted unless you provide a written request asking us to transfer the file to you, specifying the date, place, and method for delivery.
12. Attorney’s Fees
If it ever becomes necessary to take action to recover fees or costs under this Agreement – which we don’t foresee based on how we bill you, the Arbitrator will award reasonable attorney’s fees and costs to the “prevailing party”.
In plain language: if there’s ever a dispute and one side is considered the prevailing party, that side can recover attorneys’ fees and costs. That said, because we bill you upfront, we don’t expect this to ever be an issue.
13. Mediation
By signing this Agreement, we both agree to try to work out any disagreement or dispute under this Agreement by talking it through in good faith and, if needed, trying mediation for up to thirty (30) days.
Either of us can start the mediation process by sending a written request—by hand, mail, or, if we agree ahead of time, by email. The mediation session will be scheduled at a time that works for both of us and the mediator, usually no later than sixty (60) days after the request is sent, unless we all agree to a different schedule.
Before the mediation, we’ll each share a short summary of the issues, our positions, and the names and roles of anyone representing us. Each of us will cover our own costs for the mediation.
California law (Evidence Code Section 1129(a)) requires that we provide certain notices and that you acknowledge the mediation’s confidentiality rules. I’ll make sure you get the required Notice and Acknowledgment Form.
In short: we require up to thirty (30) days of mediation first—because it’s usually faster, simpler, and more effective for resolving disputes.
14. Arbitration
If we have a disagreement that we can’t resolve within 30 days after either of us starts the mediation process, either of us can request binding arbitration in San Diego County, California, following the rules of the American Arbitration Association (AAA).
Arbitration is a way to resolve disputes without going through the expense and hassle of court. By signing this Agreement, you agree to binding arbitration, and you also give up the right to a court trial, including a jury trial. The arbitrator’s decision is final and binding and can rarely be appealed, except in very limited situations.
This applies to any dispute between us—whether it’s about this Agreement, the services provided, fees or costs, or claims like breach of contract, negligence, misrepresentation, or any other dispute. If either of us requests it in writing, we agree to resolve the dispute through binding arbitration. We will either select a single arbitrator or agree on a three-person panel, following the AAA rules.
If we cannot agree on an arbitrator, either of us may ask the San Diego County Superior Court to appoint one under California Code of Civil Procedure section 1281.6, and the court’s choice will be final.
During arbitration, both of us have the same discovery rights allowed under California law (Code of Civil Procedure section 1283.05). Each of us will pay our own attorneys’ fees and expenses, and we will split the arbitrator’s and administrative fees equally unless the arbitrator decides otherwise.
Again, the arbitrator’s decision is final and binding. If either of us needs to enforce the arbitrator’s decision, we both agree that the exclusive venue will be a state or federal court in San Diego County, California. TO THE MAXIMUM EXTENT ALLOWED BY LAW, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL for any claim related to this Agreement.
If a claim is brought to enforce the arbitrator’s decision, the prevailing party is entitled to recover reasonable attorneys’ fees and costs, including any fees related to arbitration, mediation, or court proceedings. A prevailing party is the one who receives any relief on the merits of their claim, even a small award. A private settlement between us does not make either side the prevailing party.
By signing this Agreement, both the Firm and Client confirm that they understand and agree to binding arbitration. This means giving up the right to a trial by judge or jury, as well as most rights of appeal. Client also acknowledges having the opportunity to consult with an independent attorney about the arbitration terms under this Agreement.
15. Mandatory Fee Arbitration
Even though we use binding arbitration for most disputes, California has special rules that apply only to disagreements about attorneys’ fees or costs. Under the California Mandatory Fee Arbitration Act (“MFAA”)—Business and Professions Code §§ 6200–6206—you have the right to request fee arbitration through the State Bar if we ever have a disagreement about fees or costs. This Agreement does not waive your rights under the MFAA.
If a fee or cost dispute comes up, the Firm will send you a “Notice of Client’s Right to Fee Arbitration.” You then have 30 days from receiving that notice to request MFAA arbitration. If you don’t request arbitration within that 30-day window, the dispute will move forward under the binding arbitration terms in this Agreement.
Please note that the MFAA applies only to disputes about fees and costs. Any other type of claim—such as malpractice or breach of fiduciary duty—will still be handled through binding arbitration as described in this Agreement.
NOTICE: By signing this Agreement, you agree that any claim related to legal malpractice—or any other claim connected to our work for you—will be decided by a neutral arbitrator instead of a judge or jury. You are giving up the right to a court or jury trial, and you are also giving up most rights to appeal the arbitrator’s decision.
By signing this Agreement, you confirm that you understand and agree to use binding arbitration for any disputes arising from the Firm’s representation. You understand that arbitration will follow California Code of Civil Procedure §§ 1282 et seq. If you were to refuse arbitration after agreeing to it, the law allows a court to order you to participate. Choosing arbitration is voluntary, and it is generally a simpler and more cost-effective process than going to court—which is why we prefer it and hope to avoid lawsuits altogether.
By signing below, you confirm that you’ve read this section, understand it, and agree to resolve any disputes about our representation through neutral arbitration.
16. Entire Agreement
Any changes to this Agreement must be in writing and signed by both the Firm and the Client. This keeps everything clear and protects both of us.
This Agreement is the complete and final understanding between us about the services described here. It replaces any prior conversations, emails, promises, or understandings we may have had—whether written or spoken. Nothing outside of what’s written in this Agreement is part of our deal unless we both put it in writing and sign it.
By signing this Agreement, both sides acknowledge that they are relying only on what’s written here. In simple terms: the terms in this signed Agreement control over anything said or discussed before or at the time of signing.
17. Choice of Law and Forum
This Agreement is governed by the laws of the State of California. Any disputes will first go through mediation and, if necessary, binding arbitration. If a court ever needs to get involved, it will only be to enforce an arbitration award. In that case, both the Firm and Client agree to the exclusive jurisdiction and venue of the Superior Court of California, County of San Diego.
In simple terms: California law applies, and any court involvement is limited to enforcing the arbitrator’s decision.
18. Summary & Agreement
If you have any questions or concerns about any part of this Agreement, we encourage you to talk with another attorney before signing. By signing, you’re confirming that you had the chance to do so and that you understand and agree to all the terms in this Agreement.
Please sign below to confirm our mutual understanding and agreement.
Signed,
Matthew Hallisy, Managing Attorney
Principal, My General Counsel On Call, APC
I ACKNOWLEDGE, UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE.
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