FTE Legal SPC
Services Agreement
(last updated April 6, 2025)
You (“Company”) hereby retain FTE Legal SPC f/k/a EnigmaTech Legal PC (“FTE Legal”, and together with Company, “Parties”) to provide legal services (“Services”) to Company as described in this Services Agreement (“Agreement”). Notwithstanding anything herein to the contrary, this Agreement shall not be binding on FTE Legal unless and until the Parties execute a corresponding Engagement Letter, a form of which will be provided to you upon engagement, and which reservation is incorporated herein by reference.
1. Scope. The scope of Services is work and advice customarily provided by a general in-house counsel ("Scope"). You understand and acknowledge that the Scope does not include all legal issues that may arise, and that FTE Legal may decline to provide services on one or more legal issues if it in its sole discretion believes that (a) such services are outside of the Scope, (b) it is insufficiently qualified, experienced or resourced for such services, or (c) for any other reason permitted by applicable law, including without limitation applicable rules governing lawyer professional conduct and ethics (“Rules”).
2. Term. Except as otherwise provided in this Agreement, the term for which this Agreement applies (“Term”) will begin as of the latest date of signature of the corresponding Engagement Letter ("Effective Date"), and will automatically renew on a monthly basis until terminated by either of the Parties. FTE Legal has no obligation to provide any Services until an Engagement Letter is duly executed, and Company is responsible for any Fees or Expenses (each as defined herein) incurred prior to the Effective Date.
4. Fees. Service fees for the Term (“Fees”) are equal to the hourly rates (“Rates”) specified at www.enigmatechlegal.com/rates (“Rates Page”). Rates may be modified from time to time in the sole discretion of FTE Legal. The Rates for the Term will be the Rates in effect on the date the corresponding Engagement Letter is mutually agreed. It is Company’s responsibility to monitor the Rates Page before agreeing to a given Engagement Letter, and FTE Legal’s publishing of such changes to such page shall constitute written notice to Company without any further act by FTE Legal. FTE Legal may, from time to time and in its sole discretion, utilize contract, outsource and/or temporary service providers in connection with performing Services, the fees and expenses for which shall constitute Expenses (as defined below). Fees and Expenses will be billed after each calendar month of the Term and are due upon receipt, and in no event later than 20 days after their issuance to Company. FTE Legal may decline to enter into, or perform, a subsequent Engagement Letter until all outstanding Fees and Expenses are paid. Any Fees and Expenses that are not paid within 45 days from their issuance may be subject to a late charge equal to the lesser of 1% per month on the unpaid balance or the maximum rate permitted by law.
5. Expenses. In addition to Fees, Company is responsible for all expenses incurred by FTE Legal in connection with Services (“Expenses”). Examples of Expenses, which to avoid doubt shall not include any markup, include without limitation payment service charges, vehicle mileage, air travel, meals, consultants, outside counsel, investigators, postage and shipping costs, facsimiles, and long-distance phone charges. FTE Legal agrees to use reasonable efforts to obtain Company’s approval for any Expense or series of Expenses that it has reason to believe will exceed $100 (or such other amount as agreed between the Parties), provided however that in any case Company is liable for any Expense incurred to protect Company’s interests. FTE Legal may at its sole discretion require that certain Expenses be paid in advance.
6. Termination of Services. Company may terminate FTE Legal’s provision of Services at any time by written notice, which termination will be effective within one business day of the day such notice is received. Unless specifically agreed by Company and FTE Legal, FTE Legal will provide no further Services and incur no further Expenses unless reasonably required to do so in order to protect Company’s interests. If FTE Legal (or any of its attorneys) is Company’s attorney of record in any proceeding, Company will execute and return a duly executed substitution-of-attorney form immediately upon receipt from FTE Legal. Notwithstanding such termination, Company will pay Fees and Expenses (a) for all Services provided, (b) incurred or advanced by FTE Legal before such termination, (c) incurred in carrying out such termination, and (d) as necessary to protect Company’s interests.
FTE Legal may withdraw its provision of Services at any time as permitted under any Rules. Circumstances under which such Rules may permit such withdrawal may include, without limitation, Company (A) consent, (B) conduct that makes it unreasonably difficult for FTE Legal to carry out Services effectively, (C) failure to cooperate, and (D) failure to keep FTE Legal advised of Company’s whereabouts. FTE Legal may be required, or elect, to withdraw if a conflict of interest develops between Company, any other persons and entities, and/or FTE Legal, including any conflict between the interests of Company and FTE Legal that is not waived that adversely affects FTE Legal’s ability to provide the type of representation it has a duty to, or should, provide to Company, or if the matter requires an expertise that FTE Legal does not have and would not be practicable to develop under the circumstances. Notwithstanding any such withdrawal, Company is obligated to pay all Fees and Expenses incurred or advanced by FTE Legal before such withdrawal, or in the case of an adjudicatory proceeding, through the time when an order allowing such withdrawal is obtained.
7. Documents. FTE Legal will maintain documents related to Services electronically (“Digital Copies”), and physical forms of such documents (“Hard Copies”) will be promptly and securely destroyed unless FTE Legal in its sole discretion decides that it is necessary or appropriate to store such Hard Copies. Once Services have been completed, FTE Legal will (a) maintain Digital Copies for a period of five years, or such lesser time permitted by applicable law, and (b) deliver to Company all Hard Copies, other than attorney work product and documents that are otherwise privileged from disclosure. If Company requests delivery of Digital Copies, FTE Legal will provide them via secured email, or via storage media if such files are sufficiently large, or secured email is not prudent or reasonably possible. If Company declines delivery of Hard Copies, does not respond to related communications from FTE Legal within 20 calendar days or cannot be located upon reasonable investigation, FTE Legal will have no further obligation to retain such Hard Copies and may securely destroy them without further notice to Company, unless prohibited, and then only to the extent required, by applicable law.
8. No Guarantee of Outcome. Notwithstanding anything herein to the contrary, Company acknowledges that FTE Legal has not guaranteed, does not guarantee and, throughout the provision of Services, will not guarantee that any specific result or outcome will occur in connection with Services, including without limitation with respect to the amount of Fees or Expenses that may be incurred.
9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S NOR ITS AFFILIATES’ EMPLOYEES, DIRECTORS, OFFICERS OR OTHER AGENTS SHALL BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT ARISE FROM THIS AGREEMENT, THE SERVICES OR SUCH PARTY’S PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, OR (B) ANY (I) ERRORS, MISTAKES OR INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF INFORMATION, INCLUDING PERSONAL INFORMATION; (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (V) USER CONTENT; OR (VI) THE CONDUCT OF ANY THIRD PARTY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR AND EXCLUDING FEES AND EXPENSES PAYABLE (INCLUDING ANY COLLECTION COSTS), THE MAXIMUM LIABILITY UNDER THIS AGREEMENT OR SERIES OF AGREEMENTS SHALL NOT EXCEED $5,000 PER CLAIM AND $10,000 IN THE AGGREGATE).
10. Separate Counsel. Company acknowledges that it has had the opportunity to consult with independent legal counsel before entering into this Agreement.
11. Confirmation of Understanding. It is acknowledged by the signature below that Company has read this Agreement and understands all of its terms, and that any and all questions Company has about the Agreement have been answered adequately.
12. Power of Attorney. Company authorizes FTE Legal to act as an authorized agent on behalf of Company in all matters related to Services.
13. Disputes. In the event of any dispute (“Dispute”) relating to or arising from this Agreement, the relationship between the Parties, or the Services (including without limitation disputes involving claims of negligence, breach of fiduciary duty or contract, fraud or any claims based upon applicable law), the Parties will, before initiating any legal action or arbitration, meet and confer within 30 days after notice by the aggrieved Party to negotiate a resolution of such dispute.
Within 20 days after such negotiations fail, if applicable, the aggrieved Party will, before initiating any legal action or arbitration, request that the Judicial Arbitration and Mediation Service (“JAMS”) choose a neutral mediator to conduct an in-person mediation at a neutral location within 30 days of contact with JAMS, the fee for which will be jointly shared.
If a Dispute remains unresolved after the process set forth above, it will be submitted to an arbitrator (“Arbitrator”) for arbitration (“Binding Arbitration”), and the Parties will be bound by the Arbitrator’s decision. Each Party is responsible for its own costs of Binding Arbitration, including without limitation its own attorney’s fees), other than the Arbitrator fees and expenses and host location fees and expenses, which the Parties will share equally.
If a Dispute concerns Fees or Expenses, Company has the right to choose non-binding arbitration pursuant to the fee arbitration provisions of the State Bar of California, as set forth in California Business & Professions Code, Section 6200 and following sections (“Non-Binding Arbitration”). If Company (x) does not timely choose Non-Binding Arbitration, or (y) if a Party wishes to contest Non-Binding Arbitration, such Dispute will proceed to Binding Arbitration (instead of the initiation of a trial pursuant to California Business & Professions Code section 6200 and following sections).
Notwithstanding anything herein to the contrary, the prevailing Party in any action to recover Fees or Expenses will be awarded reasonable attorney’s fees and costs incurred in a collection proceeding ("Dispute Costs and Expenses"), which for FTE Legal includes without limitation the firm’s own attorneys and other professional fees to prosecute or defend such a proceeding, with fees calculated at the Rate for the matter at issue.
14. Advance Conflict Waiver. FTE Legal is a general service law firm that represents numerous clients over a wide range of industries and businesses and in a wide variety of situations. Company agrees that FTE Legal’s provision of Services will not prevent or disqualify FTE Legal from providing services to or representing other clients who may be adverse to Company or its affiliates in other circumstances and that Company consents in advance to FTE Legal undertaking such adverse representations except in any matter that is substantially related to FTE Legal’s representation of Company. Company acknowledges and understands that, with this exception, FTE Legal is free to provide services to or represent other clients, including clients whose interests may conflict with that of Company’s, in business transactions or other legal matters. FTE Legal has been retained by Company only to represent the particular business named in this Agreement and not any of its parents, subsidiaries, affiliates, related entities, directors, officers or agents, and Company waives any conflicts of interest in connection with FTE Legal representing others with matters adverse to such persons or entities.
15. Entire Agreement. This Agreement (with the corresponding Engagement Letter) contains the entire agreement of the Parties, and no other agreement, statement or promise made will be binding on the Parties unless mutually agreed in writing.
16. Severability. If any provision of this Agreement is held to be unenforceable for any reason, in whole or in part, the remainder of such provision and the rest of this Agreement will remain in effect.
17. Amendment. This Agreement may be modified only as mutually agreed by the Parties in writing.
18. Assignment. Neither Party may assign, sell or otherwise transfer this Agreement (or otherwise transfer any rights to pursue any Dispute) and that any such assignment is void.
19. Governing Law. The laws of the State of California govern the construction and interpretation of this Agreement, without regard to its conflict of laws rules. Any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.