Re: {theName}
Dear Client:
This letter sets forth our Agreement regarding your retention of My General Counsel On Call, APC (hereinafter "the Firm") to provide legal services for your business, {theName}. While this Agreement contains important legal terms, I have aimed to present them in clear and straightforward language.
Please review this Agreement carefully. If you have any questions, contact me before signing.
To accept this Agreement, sign it, and return it along with the initial retainer payment of $297 as specified in Section 5. For your convenience, a payment link will follow after signing this form. If you need help with this, please contact me.
1. Parties to this Agreement
The parties to this Agreement are {name} as authorized manager of {theName} (hereinafter “Client”) and Matthew Hallisy, Esq., DBA My General Counsel On Call, APC (“hereinafter “the Firm”).
2. Effective Date
This Agreement governs all legal services provided by the Firm starting from the date the Attorney begins work on your behalf, regardless of the reference date listed above. If this Agreement does not take effect, you agree to pay for the reasonable value of any services already performed.
3. Scope of Representation
You are retaining me to provide availability for potential legal services solely for your business, {theName}. This Agreement does not cover other legal matters, which would require a separate retainer and agreement.
I have read and understand Section 3 - Scope of Representation.
Date: 
Signature: ![]()
4. Attorney Client Privilege
Client acknowledges that communications made during the intake process may not be privileged if they fall outside the scope of the Firm’s legal representation. It is important to preserve the confidentiality of our communications. Do not include anyone outside the Firm in emails, calls, or meetings without our consent. Therefore, please defer to the Firm’s advice regarding any such emails, telephone calls, or meetings, and do not make any such communication or correspondence without our prior knowledge and consent.
I have read and understand Section 4 - Attorney-Client Privilege.
Date: Signature: ![]()
5. Retainer Fee Agreement
This Agreement is based on a true retainer fee, NOT an hourly rate. The retainer secures the Firm’s availability and is not held in trust, nor is it refundable, nor does it carry over into any future month, even if you don’t use all your hour or hours within the monthly period. It is earned upon receipt, compensating the Firm for reserving time and declining other work.
You agree to pay an initial $297 initial retainer to secure one (1) hour of attorney availability for a one-month period. This retainer shall renew automatically for $297 a new one (1) hour of attorney availability each month on the same day of the month as the initial payment, and any unused portion expires at the end of each respective month (“monthly period”). Should you wish to cancel for the next month, you must provide written notice to the Firm at least seven (7) days before the next billing cycle. Upon such notice by Client to the Firm, Client understands and agrees that no funds shall not be returned or refunded to Client because monies paid by Client to the Firm are a True Retainer and not an Advanced Fee Deposit. In other words, the fee is to secure availability for the entire month, regardless of whether or not you cancel before the end of the month. So if you make your initial payment on the 10th of the month, the retainer secures attorney availability until the 9th of the next month. The next billing would occur on the 10th of the following month. If you would want to avoid billing for the next month, you would need to notify us in writing by the 3rd day of the month.
The amount of the monthly retainer paid by Client to the Firm is subject to increase in the future. The Firm will provide Client with written notice 30 days in advance of any increase in the amount of the monthly retainer.
Should the Client wish to engage the Firm for additional hours an hourly billing basis, both the Firm and Client will execute and sign a new and distinct Agreement. However, we are not doing so here. This is how My General Counsel On Call is different than other expensive law firms. Currently, the Firm bills Startup members at the discounted rate of $100/hour.
By signing this Agreement, Client acknowledges that the purpose of the true retainer fee has been explained, including that it is not an advanced fee deposit and is earned upon receipt. Client understands they could have engaged the Firm under alternative fee structures, such as hourly billing, but have voluntarily chosen the true retainer structure.
I have read and understand Section 5 - Retainer Fee Agreement.
Date: Signature: ![]()
6. External Costs
The Firm will not charge Client for internal costs incurred while performing legal services. However, if third-party fees or costs (e.g., state filing fees) are required, the Attorney will notify Client. Client agrees to pay these fees within seven days of notice. The Attorney may suspend legal services until payment is received. In other words, we won’t charge you for our own internal fees and costs. We would only charge you if we have to pay someone else as part of your legal services (such as State filing fees).
I have read and understand the Section 9 – External Costs.
Date: Signature: ![]()
7. Attorney Lien for Fees and Costs
Client grants Attorney a lien on any claims related to Attorney’s representation under this Agreement, for any unpaid fees, expenses, or costs. Client may consult an independent attorney before agreeing to this lien. By initialing, Client confirms they have had the opportunity to consult independent counsel and agrees to the lien as stated. This lien applies if there are any unpaid amounts at the end of services. This is basically just about what our rights are if there ever is a collections issue. We don’t foresee this because we bill you for everything ahead of time.
Date: Signature: ![]()
8. Client Electronic File Storage
The Firm will maintain an electronic file of all documents related to your case, including those received from or sent to you, opposing counsel, parties, courts, or third parties. You will receive copies of all documents related to your case as they are received. In an effort to maintain an environmentally friendly practice, we are not required to keep hard copies. Your electronic file will be retained for five (5) years, after which it may be deleted unless you request a transfer of the file in writing.
I have read and understand Section 8 - Electronic File Storage.
Date: Signature: ![]()
9. Consent to Use of E-Mail
To provide efficient legal services, the Firm will often communicate and share documents via email. Client acknowledges that email may not be fully secure and agrees to take reasonable steps to maintain confidentiality, including not forwarding attorney-client privileged communications without prior consent from the Firm. By signing this Agreement, Client consents to email communication and understands the associated risks.
10. Arbitration of Disputes
Arbitration is a way to resolve disputes without going to court. By agreeing to this, you give up your right to a court trial, including by a jury. Arbitration decisions are final and cannot be appealed, except in very limited circumstances.
Any dispute between the Firm and Client regarding this Agreement, including claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud and disputes regarding legal fees and/or costs charged under this Agreement will be resolved through binding arbitration upon written request by either party. The parties will agree on one arbitrator or a three-person panel. If they cannot agree, the Superior Court of California, County of San Diego, will appoint an impartial arbitrator. The procedures set forth in California Code of Civil Procedure Section 1281.6 for Appointment of Arbitrators shall apply. The court will choose an impartial arbitrator and the court’s decision shall be final and conclusive on all parties. The Firm and Client are entitled to discovery under California Code of Civil Procedure Section 1283.05 and will share the costs of arbitration equally, except each party will bear its own legal fees. The venue for the arbitration and any post-award proceeding to confirm, correct, or vacate the award shall be in San Diego County, California. The Firm and Client confirm that they have read and understand the subparagraphs above, and voluntarily agree to binding arbitration. In doing so, the Firm and Client voluntarily give up important constitutional rights to trial by judge or jury, as well as rights to appeal. Client may consult with an independent lawyer of Client’s choice to review these arbitration provisions, and this entire agreement, prior to signing this Agreement. In other words, arbitration is cheaper and easier than a lawsuit for everyone and is preferable to going to court.
I have read and understand Section 10 - Arbitration of Disputes.
Date: Signature: ![]()
11. Attorney’s Fees
If it becomes necessary to file an action to recover fees or costs set forth in this Agreement, the prevailing party will be entitled to reasonable Attorney's Fees and costs, including for the Firm if the Managing Attorney represents himself. In other words, if there ever is a dispute, the prevailing party is entitled to Attorney’s Fees if it wins. However, because we bill everything ahead of time, we don’t foresee this being relevant based on how we bill you.
NOTICE: BY SIGNING THIS RETAINER AGREEMENT, YOU ARE AGREEING TO HAVE ANY ISSUE OF LEGAL MALPRACTICE OR ANY OTHER CLAIM WHICH YOU MAY HAVE AGAINST MY GENERAL COUNSEL ON CALL DECIDED BY A NEUTRAL ARBITRATOR AND YOU ARE GIVING UP YOUR RIGHT TO A JURY OR COURT TRIAL. FURTHER, YOU ARE GIVING UP ANY RIGHT OF APPEAL WHICH YOU MIGHT HAVE FROM THE DETERMINATION BY THE ARBITRATOR. BY INITIALING IN THE SPACE BELOW, YOU SET FORTH YOUR AGREEMENT TO SUBMIT TO BINDING ARBITRATION SHOULD ANY DISPUTES ARISE OUT OF THE FIRM’S REPRESENTATION OF YOU, YOU GIVE UP ANY RIGHTS WHICH YOU MIGHT HAVE TO HAVE ANY DISPUTE LITIGATED IN A COURT OR JURY TRIAL, YOU AGREE THAT THE ARBITRATION WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF CCP §§1282 ET SEQ., AND YOU GIVE UP YOUR RIGHT OF APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU WILL BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IN OTHER WORDS, ARBITRATION IS CHEAPER AND EASIER THAN A LAWSUIT. WE DON’T LIKE LAWSUITS.
YOU HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT DISPUTES THAT ARISE OUT OF THE FIRM’S REPRESENTATION OF YOU TO NEUTRAL ARBITRATION.
I have read and understand Section 11 – Attorney’s Fees.
Date: Signature: ![]()
12. Mandatory Fee Arbitration
Notwithstanding Section 11 above, if there is a dispute over Attorney’s fees, costs, or expenses, Client has the right to request arbitration under the California Mandatory Fee Arbitration Act (Business and Professions Code Sections 6200-6206) (hereinafter “The Mandatory Fee Arbitration Act” or “MFAA”). The Firm will provide a Notice of Client’s Right to Fee Arbitration, and Client has 30 days to request arbitration. If no request is made, the dispute will proceed under the binding arbitration clause in Section 10. This Agreement does not waive Client’s rights under the Act for fee disputes. Other claims, such as malpractice or breach of fiduciary duty, will be subject to binding arbitration as described in Section 10. In other words, California legislation governs arbitration of fees. Again, we don’t foresee this ever being relevant based on how we bill you.
I have read and understand Section 12 - Mandatory Fee Arbitration.
Date: Signature: ![]()
13. Mediation
The Firm and Client agree to attempt private mediation to resolve disputes before pursuing arbitration, litigation, or other dispute resolution methods. Disputes include, but are not limited to, breach of contract, professional negligence, fraud, and Attorney's fees. Any party may initiate mediation by serving a written demand in person, by mail, or, if agreed, by email. Mediation will occur no later than 60 days after the initial notice, unless otherwise agreed. Each party will bear its own mediation costs. The Firm will provide Client with a confidentiality notice and acknowledgment form as required by California Evidence Code Section 1129(a). In other words, we prefer mediation over all other methods of dispute resolution…even more than arbitration.
I have read and understand Section 13 - Mediation.
Date: Signature: ![]()
14. Entire Agreement
No changes to this Agreement are valid unless they are in writing and signed by both the Firm and Client. This protects both parties and ensures clarity.
This Agreement constitutes the entire understanding and agreement between the Firm and Client with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties. Each party acknowledges that no reliance has been placed on any statement, promise, or representation not expressly set forth in this Agreement. In other words, the content of this signed Agreement will trump any other agreement that was made before or at the time of this Agreement.
15. Choice of Law and Forum
This Agreement is made and entered into under the laws of the State of California, and shall in all respects be interpreted, governed, and enforced under and pursuant to such laws. For purposes hereof, the parties submit to the jurisdiction of the Superior Court of California, County of San Diego to enforce their rights hereunder. In other words, California law applies to this Agreement and any dispute would take place in San Diego.
If you have any questions or concerns about any provision of this Retainer Agreement, you should consult with another attorney prior to signing it. By signing it, you are indicating that you fully understand and approve of all of the terms and provisions contained herein.
Please counter-sign this Agreement below so that the Firm will have a mutual memorandum of our understanding.
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.