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<br /> <br /> <br />SPENCER FANE <br />B R I T T ~ B ROW N E LLf <br /> <br />ATTORNEYS.. COUN.SELOkS AT LAW <br /> <br />tailored to the needs of a particular clicnt, In all such <br />situations, the flat-fee arrangement will be expressed in <br />a letter setting forth both the amount of the fee and the <br />scope of the services to be provided. <br /> <br />Out-of-Pocket Expenses <br />Although substantial expenses incurred on a <br />client's behalf will be sent to the client for direct <br />payment, we often incur and pay on behalf of our <br />clients a variety of smaller out-of-pocket costs arising in <br />connection with legal services. These include charges <br />made by government agencies and service vendors. <br />Some typical costs are long-distance telephone charges; <br />express delivery charges; telefax and telex charges; <br />printing and reproduction costs; filing fees; and travel <br />expenses. We incur outside costs as agents for OUf <br />clients and incur internal expenses on behalf of our <br />clients, who agree that these costs will be paid on a <br />regular basis. <br /> <br />Retainer and Trust Devosits <br />New clients of the firm are often asked to <br />deposit a retainer with the firm. A retainer is a deposit. <br />Unless otherwise agreed, this retainer deposit will be <br />credited toward your unpaid invoices, as those invoices <br />are generated, or at the conclusion of our legal <br />representation. At such time as the retainer is <br />unnecessary or is appropriately reduced, the remaining <br />balance or an appropriate part of it will be returned to <br />you, On occasion, you may be asked to make <br />additional deposits to the retainer, or to increase the <br />amount held in deposit. <br /> <br />Deposits which are received to cover specific <br />items will be disbursed as providcd in our agreement <br />with you, and you will be notified from time to time of <br />the amounts applied or withdrawn, Any amount <br />remaining after disbursement will be returned to you. <br /> <br />All trust deposits we receive from you will be <br />placed in a trust account for your benefit. Unless special <br />arrangements are made, interest earned on the trust <br />account is paid to a charitable foundation established in <br />accordance with court ru les. <br /> <br />Revised September 2006 <br /> <br />Termination <br />YOll may terminate our representation at any <br />time, with or without cause, by notifYing us. Your <br />termination of our services will not affect your <br />responsibility for payment of legal services rendered <br />and out-of-pocket costs incurred before termination and <br />in connection with an orderly transition of the matter. <br /> <br />We are subject to the codes of professional <br />conduct for the jurisdictions in which we practice, <br />which list several types of conduct or circumstances that <br />require or allow us to withdraw from representing a <br />client, including for example: conflict of interest with <br />another client, misrepresentation or failure to disclose <br />material facts, action contrary to our advice, and <br />nonpayment of fees or costs, We try to identifY in <br />advance and discuss with our client any situation which <br />may lead to our withdrawal and, if withdrawal ever <br />becomes necessary, we shall provide the client written <br />notice of our withdrawal. <br /> <br />Billinl! Arranl!ements and Terms ofPavment <br />We will bill you on a regular basis, normally <br />monthly or quarterly, for both fees and disbursements. <br />You agree to make payment within thirty days of <br />receiving our statement. We will give you prompt <br />notice if your account becomes delinquent. If the <br />delinquency continues and YOll do not arrange <br />satisfactory payment terms, we may withdraw from the <br />representation and may pursue collection of your <br />account. <br /> <br />Client Satisfaction <br />Our desire is to serve you and meet your legal <br />needs. Client satisfaction is of utmost importance. You <br />should feel free to discuss any aspect of our <br />representation with the principal artomey. We welcome <br />your input to ensure that aUf legal services meet your <br />needs. We appreciate having the opportunity to be of <br />service to you. <br /> <br />Page 20f2 <br />