Additional Terms and Conditions for Legal Services
The following additional terms and conditions are incorporated into and are a part of the terms and conditions of your Engagement Letter or online Attorney Engagement Agreement (as the case may be) with Gordon E. R. Troy, PC. As used below, “Client” or “you” refers to any client of Gordon E. R. Troy, PC, who has retained us to perform Legal Services.
Power of Attorney and Execution of Legal Documents
Power Of Attorney
The client hereby appoints Troy as its true attorney in fact, with full powers of substitution, revocation, and the power of appointment of associate attorneys, for all those matters which constitute Legal Services. Non-U.S. Clients may designate Troy as their domestic representative upon whom may be served notices or process in proceedings affecting Client’s trademarks, copyrights, and other properties entrusted to Troy, and Client agrees to pay all services, costs, and fees incurred by Troy in connection with such appointment.
Declarations By Or On Behalf Of Clients
In connection with Legal Services, the Client may be asked to execute and/or provide information for the preparation of declarations and affidavits to be filed with the U.S. Patent and Trademark Office (“PTO”), the Copyright Office, other agencies, and the courts. The client understands that false statements indicating matters which Client knows or should know are untrue may be punishable by fine or imprisonment, or both, under 18 USC §1001, and other statutes, and that such false statements may jeopardize the outcome of any Legal Services (including the validity of a trademark or copyright). Accordingly, Client warrants and represents that (i) all information furnished to us shall at all times be truthful and complete; and (ii) that Client shall immediately bring to our attention any matter or information regarding which Client may have a question or doubt. In addition, in any declaration concerning a trademark, copyright, or other intellectual property rights, Client hereby warrants and represents that Client shall make no statements which conflict with any established legal right of third parties. In connection with all declarations and affidavits executed by or for which Client provides information, Client shall defend, indemnify and hold us, our employees, and affiliated professionals harmless from any claim, demand, cause of action, debt, or liability to the extent it is based on a breach of any of the foregoing warranties and representations.
The above Power of Attorney and Declarations provision consists of standardized language necessary for us to provide Legal Services, execute documents, and generally to conduct business on your behalf before the Patent and Trademark Office for matters that you entrust to our care. You may revoke the Power of Attorney at any time. In the United States, a “Designation of Domestic Representative” is required for all foreign trademark owners.
Client Contact Information
The client shall immediately advise us of any changes of address, telephone and e-mail addresses. Troy shall not be responsible for circumstances in which Client input, information, or signature is required in order for us to render timely Legal Services and Client has not provided a means for us to contact him or her or is not available.
Assumption Of Existing Cases
Given recent procedural changes at the United States Patent and Trademark Office, we need to be made attorney of record in order to take over an existing case. Upon receipt of the Name, Position and Phone Number of the person that will sign the Revocation, Appointment, and/or Change of Address of Attorney/Domestic Representative, we will initiate the change with the USPTO and send you a link for the person to click on, and electronically (digitally) sign the change of appointment. Once the form is electronically signed, we are immediately notified by the USPTO. The signer must have adequate authority to issue a Power of Attorney.
Billing and Disbursements
Filing Fees
All filing fees required to secure intellectual property rights must be paid to us by the client in advance and we will remit the same to the applicable agencies. The client recognizes and understands that failure to advance such fees to us in a timely manner can result in a loss of intellectual property rights or incur additional fees or expenses (including without limitation additional fees for Legal Services). The client further recognizes that government filing fees may change at any time and without notice.
Legal Services For Trademark Filings
Legal Services for trademark and copyright filings shall be billed in accordance with our schedule of charges. Only those legal services listed as “Flat Rate” are not subject to our hourly charges as stated in the client’s Engagement Letter.
Flat Rate Fees
Flat Rate fees are considered earned in full by us at the time we commence the particular Legal Services for which the Flat Rate is paid. Flat Rate fees paid by the client are not considered advance payments or unearned fees and shall not be treated as Client property once the Legal Services are commenced.
Limitations On Flat Rate Fees
For U.S. trademark filings, Flat-Rate fees cover Legal Services and disbursements (if included) related to the examination and post-registration sections of the PTO. Flat Rate fees do not include Legal Services and disbursements for appeals, litigation, inter partes proceedings, negotiations and agreements with third parties, and other services outside the basic registration process. All additional Legal Services shall be billed on an hourly basis provided in the client’s Engagement Letter.
For international trademark filings, Flat-Rate fees cover Legal Services and disbursements (if included) for the initial filing. Thereafter, all Legal Services and disbursements shall be billed in accordance with estimates provided by staff.
Clients who have engaged us on a Flat Fee basis to register a trademark or copyright, shall, nevertheless, if such Client requires Legal Services either in excess of 1/4 hour (including but not limited to participating in telephone conferences, doing research, responding to communications) or unrelated to the particular registration, be billed on an hourly basis for such Legal Services.
Retainers
We may request retainers on a case-by-case basis, including an “Evergreen Retainer” in which the Client must replenish the retainer which is deposited into our trust account and we may draw from as invoices become due. Failure to pay (or, if applicable, replenish) a retainer promptly shall be grounds for termination of representation of Client. Retainers are considered advance payments or unearned fees and shall be treated as Client’s property, earned by us as Legal Services are rendered and disbursements are made on the client’s behalf. Alternatively and/or in addition to a retainer, we may request a valid credit card to be held on file for charges (Legal Services and disbursements) made to your account which we will process as per your written authorization. We will do our best to work with you in establishing a retainer that might be required.
An “Evergreen Retainer” is an upfront retainer paid by the Client which is replenished to the full amount of the evergreen amount as Legal Services are rendered and disbursements are made on the Client’s behalf. The retainer is provided as security for ongoing work to be performed on behalf of the Client. The retainer is designed to ensure that there are always sufficient funds to cover the Client’s invoices and work in process. We hold the retainer until the work is completed. Should the nature or scope of the work to be performed for the Client change during the course of representation, we reserve the right to change the amount of the “Evergreen Retainer.”
Payment
Invoices shall be due and paid in full in U.S. dollars upon receipt. All past due accounts will incur interest at the rate of 1.5% per month, computed from the billing date. Failure to pay for 60 or more days shall be sufficient grounds for our withdrawal from representing Client in any pending matter. We reserve the right to charge transaction fees for client payments made by credit card, ranging from 3% to 4.5% depending upon the credit card used and its country of origin.
Applicable Law
Client’s Engagement Letter, together with all the terms and conditions incorporated therein (i.e., these Additional Terms and Conditions for Legal Services, Special Terms and Conditions Related to Trademark and Copyright Filing and Electronic Files Policy.) shall be governed by and construed in accordance with the laws of the state of Vermont, USA, without regard to principles of conflicts of law. Any action, suit, or proceeding arising out of or related to this Agreement or the subject matter hereof shall be brought only in a federal or state court of competent jurisdiction located in the county and state in which Gordon E. R. Troy, PC, has its principal place of business at the time of filing of such action, suit or proceeding, and the parties hereby unconditionally and irrevocably consent and submit to such exclusive jurisdiction and waive any objection that either of them may now or hereafter have with respect thereto. The client shall be responsible for all reasonable attorneys’ fees, court costs, and legal expenses incurred by us in connection with the enforcement of this Agreement or collection of any unpaid amounts due to us.