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Engagement Letter

Thank you for selecting A Better Business: A Law Firm for Entrepreneurs, a tradename of Marder Law, PLLC, an Arizona professional limited liability company (“us” or “we” or “the firm”) to serve as your counsel. These terms, once accepted by checking the relevant box on the checkout page and making payment, serve as our engagement letter (our “Agreement”) and outline the nature of the engagement and our respective responsibilities and expectations.

1. Client. We have been asked to represent the entity or individual identified on the intake form or Reporting Company Questionnaire, as applicable (“you” or “the client”). If an entity name is given, the client is the entity itself; if only an individual name is given, the client is the individual.  We do not represent any other affiliates of such client nor its/his/her/their respective shareholders, directors, officers, partners, members, managers, or employees (unless or until a separate engagement letter has been executed). The individual accepting these terms and completing the purchase is authorized to enter into this Agreement on behalf of the client, is the person who will direct the engagement on behalf of the client, and the person who will receive the client file for this matter. Individuals within the Client (including, but not limited to, any Beneficial Owners) should consult their own independent counsel for legal advice. If you were referred by someone, you agree that we may thank that referral source for giving you our name. We will not disclose any other information about the representation without your informed consent. A referral fee may be paid to the referral source but that will not increase the fee you pay to the firm.

2. Scope of the Engagement. Unless we mutually agree otherwise, the scope of this engagement is limited to the deliverables and services specifically included in the applicable Schedule for the package(s) purchased (the “Package”), which may include some or all of the following: customized legal documents or deliverables, downloadable legal templates, instructional Loom videos, access to Zoom or phone calls with attorneys or other qualified members of our team, and/or downloadable PDFs included as bonus materials. The limited scope representation will end upon completion of the services, delivery of the digital products, or the successful filing of the client’s BOI Report (as applicable, and described further in the relevant Schedules), unless earlier terminated in accordance with this Agreement.

This engagement does not include any updated filings with the State in which the entity is registered, nor any additional attorney time or revisions not included in the Package (which may be purchased separately, for an additional fee), nor does it include representation in any actual or potential audit, investigation, negotiation, litigation, appeals, arrangements, or other transactions, regardless of whether it relates to the documents purchased as part of a Package, the BOI Report, or another matter. We also will not be providing you with any tax advice, which we recommend you seek out from a qualified tax professional (e.g., a licensed CPA).

3. Representation Limited to Arizona and Federal Law. You acknowledge and understand that Meredith Marder, and the other attorneys who provide services to the firm, are licensed to practice law only in the State of Arizona, and that we can only advise you as to general contracting and business matters under federal law or Arizona state law. We specifically do not provide any legal services involving Hawaii or Texas legal matters. Our contract templates are based on general contracting principles enforceable in Arizona and many other states, though certain provisions may not be enforceable in all jurisdictions or additional provisions may be needed in certain jurisdictions or circumstances.  You acknowledge that you have been advised to consult with local counsel in your jurisdiction before using these documents, unless Arizona is the governing law you have selected. To be clear, the BOI Report is required under the Corporate Transparency Act, a federal law.

You further acknowledge and understand that you will need to hire an attorney licensed in the State where the entity is formed/individual resides or whose law may govern the contract if any advice is required regarding aspects of that State’s law that may arise in connection with the engagement or Package deliverables. If you have any questions or would like a referral to legal counsel in another jurisdiction, please email us at [email protected].

4. Fees. We have agreed on a flat-fee in the amount shown on the cart and/or payment page (the “Flat Fee”) in lieu of hourly billing for the Package you’ve selected. To be clear, the Flat Fee covers the specific deliverables and services described in the Schedules applicable to the Package or Package(s) purchased, but excludes other documents, deliverables, advice, representation, or services (which must be purchased pursuant to a separate engagement). The Flat Fee is due and payable in advance, and shall be nonrefundable, earned upon receipt. Client always retains the right to terminate the engagement at any time and, in that event, may be entitled to a refund of the unearned legal fees from the earned-upon-receipt Flat Fee, based upon the actual time spent multiplied by the hourly rates of the attorneys/staff, for work performed up to termination. Any work performed by us that is beyond the scope of the Package purchased will be billed at our standard hourly rates, unless we mutually agree on an increased Flat Fee.

5. Waiver. You hereby give your informed consent and agree that we may continue to represent or may in the future represent new or existing clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those matters may be adverse to you (directly or indirectly). In the event that an actual conflict arises between you and another client, we may need to withdraw as your counsel and you will be entitled to a refund for fees not earned for any services or deliverables that were not completed prior to withdrawal. This risk is minimal, given the limited scope of this engagement. We have asked for similar agreements from many of our other clients to preserve our ability to represent you. By accepting these terms, you confirm that you have had an opportunity to consult with independent counsel regarding the terms of this informed consent to waive future potential conflicts.

6. Termination of the Representation. Either party may terminate this engagement at any time for any reason by written notice, subject on our part to the Arizona Rules of Professional Conduct. Such termination, however, shall not relieve you of the obligation to pay the Flat Fee for all services rendered and costs and expenses paid or incurred on your behalf in accordance with this Agreement prior to the termination date. See the applicable Schedule for additional termination triggers relating to certain packages.

7. Client Documents. During the course of the representation, we will provide to you copies of all substantive documents (either electronic or paper) that we receive or generate on your behalf, other than documents that you send to us—please only send us copies of documents, not originals. Please keep the documents that we send to you and keep copies of all emails sent to or received from us, as they form part of your “file.” Given that you will have a complete “file” throughout the representation, you agree that our firm may delete its copy of your file three years after the conclusion of the matter. We retain records only in electronic form, stored on a secure remote server in the United States. If you require any heightened security measures for the storage or transmission of electronic data, such as for government clearances, you must notify us prior to engagement.

8. Communication. It is important for us to maintain open communication with each other throughout the engagement. Please communicate with us using a secure email address (for which no one else is authorized to view the contents) that you check regularly. You agree to communicate with and provide us with complete and accurate information as needed to further the representation. Depending on the services included in your Package, we may use mobile phones and voicemail (including Google Voice), email, videoconferencing (e.g., Zoom), automated scheduling (e.g., Calendly), and cloud-based storage and file sharing (e.g., Google Drive, Typeform) in the course of this engagement. Our email transmissions may not be encrypted so the use of such forms of communication under current technologies may place confidential or privileged information at risk. Similarly, the use of mobile phones, voicemail, and videoconferencing may place confidential or privileged information at risk. By agreeing to these terms, you consent to our use of these forms of communication. If you have any questions about privacy, please visithttps://www.abetterbusiness.com/privacy-policy or email us directly. 

9. Cooperation and Indemnification. You will assist and cooperate fully with us with respect to this engagement. You agree to be truthful and to fully and accurately disclose to us all facts that may be relevant to the matter or that we otherwise may request.  In the event that we incur any expenses (including but not limited to any fines, penalties, awards, or defense costs) relating to an investigation for filing a false or fraudulent BOI Report on your behalf, you agree to indemnify us to the fullest extent of the law.  This means you will be required to cover our out-of-pocket costs, the costs of our defense (by counsel of our choosing), and any monetary awards, judgments, fines, or other penalties that might be assessed against our firm or our attorneys/staff as a result of your BOI filing or the information you provided to us.  

10. Arbitration. We both agree that any dispute, controversy, or claim arising out of, or relating to, this Agreement or the breach thereof shall be resolved by binding, final arbitration between the parties. An action by the firm to collect undisputed fees or costs, however, shall not be subject to arbitration—nor shall the enforcement of this Agreement, including the indemnification obligation set forth in Section 9.

The arbitration shall be administered by an arbitrator mutually selected by the parties or, in the absence of mutual agreement, each party shall select an arbitrator and those two arbitrators shall select a third, impartial arbitrator who shall be the sole arbitrator deciding the dispute. The arbitration shall be governed by the Commercial Arbitration Rules published by the American Arbitration Association; however, the parties shall be under no obligation to use an arbitrator licensed by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Tucson, Arizona (or such other location as the parties may agree) and the costs of such arbitration shall be split equally between the parties, but the arbitrator may decide to direct the non-prevailing party to pay the full costs of such arbitration upon request of the prevailing party (subject in all events to such arbitrator’s determination).

By agreeing to binding arbitration (which is typically less expensive and resolved more quickly, as compared to a lawsuit resolved by a court), you waive and thereby eliminate your right to submit the dispute for determination by a court, thus waiving your right to a jury trial. The grounds for appeal of an arbitration award are very limited as compared to a court judgment or jury verdict. Therefore, you should consult with independent counsel and carefully consider whether arbitration is acceptable to you. By accepting these terms, you represent you have had a reasonable opportunity to seek the advice of such independent counsel, and understand the implications of arbitration.

11. Choice of Law and Forum. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Arizona (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.

In the (very unlikely) event of any litigation between us concerning this Agreement or any aspect of our engagement, you agree that the state or federal courts of Arizona located in Pima County shall be the exclusive forums for such litigation. You consent to personal jurisdiction in such courts as well as service of process by notice sent by regular mail to the then-current address on file with the firm and/or by any means authorized by Arizona law. The prevailing party in any such litigation will be entitled to recover its reasonable attorneys’ fees and other costs of collection.

12. Privacy. Generally, nonpublic information we receive from you is subject to the attorney-client privilege. However, we may be under an independent ethical duty to reveal confidential information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.

We may store some or all of your files on a variety of platforms, including third-party cloud-based servers (including, but not limited to, Dropbox, Box, OneDrive, and Google Drive). We may also collect and store information about you through third-party sites such as PracticePanther, Kajabi, Shopify, Meta, Google, Stripe, and Typeform. Although we take industry-standard, reasonable precautions to make sure these servers are secure (consistent with our ethical obligations), there still is a risk that your confidential or privileged information may be disclosed. You consent to our use of such storage services and online software programs.

13. Entire Agreement. This Agreement incorporates by reference the onlineTerms and Conditions and the online Privacy Policy relating to use of our website, which are expressly made a part hereof. This Agreement, together with those terms incorporated by reference, constitutes the sole and entire agreement between us with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter.

 

 

Please review these terms carefully. We are not providing legal advice to you in connection with entering into this Agreement. You are free to seek independent counsel prior to entering into this Agreement. If you agree to these terms, please check the relevant box on the cart page and proceed with purchasing your selected Package. We appreciate the chance to be of service and truly look forward to working with you!

 

 
Schedule A—BOI Compliance Package

The following additional terms apply to purchases of one or more BOI Compliance Packages:

Package Description

The BOI Compliance Package includes:

  • Upon confirmation of your purchase*, we will send you a Reporting Company Questionnaire (the “RCQ”) via email to the email address used to purchase the Package. The limited scope engagement will begin upon submission of the RCQ by the client entity.
  • We will review the RCQ information and confirm that: (a) the client is required to file a BOI Report; and (b) all Beneficial Owners have been identified, based on the information provided. If we have additional questions, we will contact you via email and/or schedule a phone or Zoom call with one of our attorneys, if needed.
  • We will send a Beneficial Ownership Questionnaire (the “BOQ”) to each Beneficial Owner via the email address provided in the RCQ. The BOQ will request the necessary information for the BOI Report, including each Owner’s full legal name, address, date of birth, and a photo of their government-issued ID (such as a drivers’ license or passport). Client is responsible for assuring that all Beneficial Owners are disclosed and that the information each Beneficial Owner provides is accurate, truthful, and complete.
  • We will send email reminders to the Beneficial Owners until a BOQ is received from each of them; however, it is the client’s responsibility to ensure all Beneficial Owners complete a BOQ in a timely fashion and before the applicable deadline.
  • Once all BOQs have been received, we will prepare the BOI Report for review and filing. We will file the final BOI Report with FinCEN and provide confirmation of same to the client. The limited scope representation will end upon the successful filing of the client’s BOI Report, unless earlier terminated in accordance with this Agreement.

Payment and Refund Terms

  • If you ultimately end up having more Beneficial Owners than the Package you purchased, we will invoice you for the difference prior to filing your BOI Report. We will not file your BOI Report until and unless all outstanding invoices have been paid in full. 
  • If we determine that you have fewer Beneficial Owners than the Package you purchased, you will not be entitled to a refund of the difference; please err on the side of underestimating your Beneficial Owners when selecting the right Package for you.
  • If we determine you are not required to file a BOI Report because your entity is exempt from filing, we will refund the Flat Fee paid minus a non-refundable $250 compliance consultation fee and any third-party fees associated with the purchase and return (e.g., credit card processing fees). The non-refundable compliance fee covers our legal advice regarding your exemption status. 

Client Obligations; Limitations on Liability; Deadlines

Please note that A Better Business is not responsible for any late filing penalties that may be assessed against your entity by FinCEN or any other governmental entity, unless the failure to file your BOI Report was a willful failure on our part, after you provided us with all of the necessary information required to file (including a completed RCQ and all required BOQs) and full payment.  It is your responsibility to ensure that the BOI Report is filed by the deadline applicable to your entity, and that our firm has all necessary information at least 15 days prior to the filing deadline, to ensure that we are able to complete your BOI Report on time.  You are also solely responsible for ensuring that any future updates to the BOI Report are timely filed, though we will be happy to help you with updating the Report for an additional fee.

This engagement will terminate if you have not completed the RCQ and all applicable BOQs on or before the date that is fifteen (15) days prior to the deadline for your entity to file the BOI Report. The deadline for filing BOI Reports for any entity that is already in existence on January 1, 2024, is December 31, 2024 (meaning the termination date of this engagement shall be December 15, 2024, if an RCQ and all BOQs have not been received by such date). The filing deadline for new entities formed after January 1, 2024 shall be 90 days from the formation of such entity, and for all entities formed after January 1, 2025 the deadline is 30 days from the formation of such entity. You will not be entitled to a refund of the Flat Fee if you fail to complete an RCQ and all BOQs prior to the termination date.

 

 
Schedule B—New Business Formation Package

The following additional terms apply to the purchase of a New Business Formation Package:

Package Description

The New Business Formation Package includes the following, depending on entity type, plus all of the Optional and Bonus items described in the next sections:

Formation of Single-Member LLC, Married Couple LLC, and Multi-Member LLC

  • Articles of Organization, drafted and filed with the State
  • Operating Agreement
  • Initial Corporate Resolutions/Unanimous Consent
  • EIN Certificate requested from IRS
  • BOI Report filed with FinCEN

Formation of For-Profit Corporation

  • Articles of Incorporation, drafted and filed with the State
  • Bylaws
  • Initial Corporate Resolutions/Unanimous Consent
  • EIN Certificate requested from IRS
  • BOI Report filed with FinCEN

Formation of Non-Profit Corporation

  • Articles of Incorporation
  • Bylaws & Conflict of Interest Policy
  • Initial Corporate Resolutions/Unanimous Consent
  • Donor Privacy Policy & Donor Bill of Rights
  • EIN Certificate requested from IRS
  • BOI Report filed with FinCEN

Formation of Benefit Corp (or B-Corp)

  • Articles of Organization or Incorporation, drafted and filed with the State
  • Operating Agreement
  • Initial Corporate Resolutions/Unanimous Consent
  • EIN Certificate requested from IRS
  • BOI Report filed with FinCEN

Optional Additional Services

The following additional services are included in all New Business Formation Packages and provided or scheduled upon request:

  • Video walk-through of the documents
  • 30 minute call to discuss questions and next steps (optional)
  • 1 round of revisions, if needed

Bonuses

Each New Business Formation Package includes the following bonus PDFs:

  • BizLaw Guide: Business Start-Up Checklist
  • BizLaw Guide: Top 10 Biggest Risks for New Business
  • BizLaw Guide: Business Structure Basics

Filing Fees 

Each New Business Formation Package includes a credit of up to $85 towards the initial filing fee.  You will be invoiced for the difference between the actual filing fee and the credit, if the actual filing fee is greater than $85 (passed through at actual cost, with no markup); but there will be no refund provided if the filing fee is less than $85.