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Agreement Between EmployLegal, Inc. and You as the Customer
1.) TERMS/DEFINITIONS.
a. “EmployLegal, Inc.” means and includes any and all of its employees, officers and directors.
b. “You” “Your” and “Customer” means and includes you as the individual person contracting with EmployLegal and any associate, employee, member or partner of your law firm or company.
c. “Document” means and includes any document or documents whether reviewed or provided electronically, by fax or in actual hardcopy form.
2.) REPRESENTATIONS. By submitting a project to EmployLegal, Inc., you as the Customer represent the following: a.) that you are a United States licensed Attorney and a member of the bar(s) in good standing in your respective jurisdiction(s); b.) THAT YOU WILL INDEPENDENTLY EXERCISE YOUR PROFESSIONAL JUDGMENT IN REVIEWING ANY LEGAL PRODUCTS OR SERVICES PROVIDED TO YOU BY EMPLOYLEGAL, INC.; c.) that no attorney-client privilege is formed between you and EmployLegal, Inc.; d.) that you are in no way delegating your obligations and duties as a licensed Attorney to EmployLegal, Inc.; e.) that you fully understand that EmployLegal, Inc. does not provide legal advice, have any contact with your clients, appear in court or provide you with final versions of documents (all documents are in draft form); and f.) any documents reviewed by EmployLegal, Inc. must thereafter be reviewed by the Attorney, law firm or company which hires EmployLegal, Inc.
3.) EMPLOYLEGAL, INC. EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EMPLOYLEGAL, INC. MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LEGAL ACCURACY OR APPLICABILITY OF ITS SERVICES AND PRODUCTS. IN NO EVENT SHALL EMPLOYLEGAL, INC. BE LIABLE TO YOU AS THE CUSTOMER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR LOSSES STEMMING FROM LOSS OF LEGAL REPUTATION AND/OR BAR STANDING) REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH EMPLOYLEGAL, INC.’S SERVICES. EMPLOYLEGAL, INC. DOES NOT PROVIDE LEGAL ADVICE AND NO ATTORNEY-CLIENT PRIVILEGE IS FORMED BETWEEN EMPLOYLEGAL, INC. AND YOU. ANY SERVICES AND/OR DOCUMENTS PROVIDED BY EMPLOYLEGAL, INC. ARE INTENDED SOLELY FOR USE BY LISCENSED UNITED STATES ATTORNEYS. ALL DOCUMENTS ARE PROVIDED TO YOU IN DRAFT FORM ONLY AND ARE NOT FINAL VERSIONS. ALL DOCUMENTS REVIEWED BY EMPLOYLEGAL,INC. MUST THEREAFTER BE REVIEWED BY YOU AS THE CUSTOMER.
4.) DOCUMENTS. It is understood by you that all documents provided to you by EmployLegal, Inc. are in draft form only and must be independently reviewed by you before using them in any way. All documents reviewed by EmployLegal, Inc. must thereafter be reviewed by you as the Customer.
5.) LIMITATION OF DAMAGES. Your exclusive remedy with respect to the services, which includes documents provided by EmployLegal, Inc. to you, shall be the refund of the amount paid by you for the hourly rate charged. Costs and expenses incurred by EmployLegal, Inc. are not refundable. In no event shall EmployLegal, Inc. or any of its employees, officers or directors be liable for indirect, special or consequential damages, including but not limited to damages arising from confidential information being released and any delay in services or delivery of documents by EmployLegal, Inc. to you.
6.) PAYMENT FOR SERVICES RENDERED. You must pay EmployLegal, Inc. within 30 days of receiving an invoice by EmployLegal, Inc. Invoices are sent out by either fax and/or e-mail. A five percent reduction in the amount of the invoice occurs if payment is received by EmployLegal, Inc. within 10 days of the invoice date. A separate one time five percent reduction in the invoice amount will occur for each Attorney, law firm or company which is referred to EmployLegal, Inc. by you and that Attorney, law firm or company uses the services of EmployLegal, Inc. (For example, if you refer five different law firms to EmployLegal, Inc. and they use the services of EmployLegal, Inc., you will receive five separate five percent reductions. You will receive only one five percent reduction per invoice for referrals. Remaining reductions will be applied to future invoices. Any remaining five percent reductions not used by you as the customer are forfeited to EmployLegal, Inc. and cannot be redeemed for any kind of monetary value.) Five percent reductions for referrals are valid for one year from the date of the referral. Any actual cost for legal research or any other cost must be paid by you as the customer.
7.) DELAWARE LAWS APPLY. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Delaware. If any of the provisions of this Agreement are determined to be unenforceable, the remaining provisions shall nevertheless be binding upon you. Customer expressly consents to Delaware Chancery Court and Delaware state and federal courts exercising jurisdiction over the Customer in the event of any dispute relating to this Agreement and/or any services provided by EmployLegal, Inc.
8.) CONFIDENTIALITY. Although there is no Attorney-Client relationship between you as the Customer and EmployLegal, Inc., communications to, writing projects done by and documents reviewed by EmployLegal, Inc. should remain confidential and should be protected by the work product privilege.
9.) SUBMITTING PROJECTS. In no way have you as a potential Customer hired EmployLegal, Inc. by contacting EmployLegal, Inc. or submitting a project to EmployLegal, Inc. through this web site, or by phone or fax. All projects submitted must be reviewed by EmployLegal, Inc. to determine whether it is a project that EmployLegal, Inc. can assist you with. A representative of EmployLegal, Inc. should contact you within a reasonable amount of time to discuss and confirm whether EmployLegal, Inc. can assist you with your legal needs. If you do not hear from EmployLegal, Inc. within a reasonable amount of time after contacting EmployLegal, Inc., it is to be understood by you as a potential Customer of EmployLegal, Inc. that EmployLegal, Inc. is not able to assist you with your legal needs.
11.) CONTACTING EMPLOYLEGAL, INC. By contacting EmployLegal, Inc. in any way (through this web site, by fax, phone, letter, e-mail or any other way) you represent that you have read this agreement and understand that if EmployLegal, Inc. accepts your project and is hired by you, that you are bound by this entire agreement. 12.) RATES. $55.00 AN HOUR (for each hour worked, which may be different than the hours you can bill). Hourly rate may vary depending on the project.
TRAVEL TIME AND EXPENSES. The hourly rate applies to travel time and all expenses must be paid for by the customer (airfare, hotel, meals, gas, rental car, research costs).13.) LAW SUITS. You agree to defend and indemnify EmployLegal, Inc. and any of its employees, officers or directors in the event that EmployLegal, Inc. or any of its employees, officers or directors are sued or prosecuted by any party for work performed for you as the customer.
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