Corporate Formation (All-Inclusive) with Agreements for DCC

"(Required Field or Selection)" indicates required fields

Engagement Letter for Company Formation (All-Inclusive) with Agreements(Required Field or Selection)

I have read and agree to the terms outlined in the below Engagement Letter.

Re: Confirmation of Engagement
Matter: New Company Formation (SPE) with Agreements

Dear Client,

We are pleased that you have asked BridgehouseLaw LLP to serve as your counsel. This letter will confirm our discussion with you regarding your engagement of this firm and will describe the basis on which our firm will provide legal services to you.

Accordingly, we submit for your approval the following provisions governing our engagement. If you are in agreement, please sign the last page of this letter in the space provided below. If you have any questions about these provisions, do not hesitate to call. Again, we are pleased to have the opportunity to serve you.

SCOPE OF REPRESENTATION:
We will be engaged to advise the company solely in connection with a new company formation (LLC - SPE), which includes 10 hours of work on the formation and consultation (which must be completed within 30 days from the executed engagement letter), obtain a corporate minute book, maintain the corporate minute book, drafting of shareholder agreement, initial organizational resolutions, and submission of form SS-4 to the IRS to obtain the federal tax ID/EIN. Additionally, we will draft an asset purchase agreement within the flat-fee and includes 10 hours of drafting and review. Hereinafter, this engagement will be referred to as the "matter" or "engagement."

CLIENT RESPONSIBILITIES:
You agree to cooperate fully with us and to provide promptly all information known or available to you relevant to our representation. You also agree to pay our statement for services and expenses in accordance with the fee agreement outlined in this document.

GENERAL WAIVER OF CONFLICTS:
As you may be aware, our law firm represents many other companies and individuals. This confirms your agreement that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you in this matter or any other matter which you may subsequently engage our firm, even if the interests of such clients in those other matters may be directly or indirectly adverse to you. We agree, however, that your prospective consent to conflicting representations contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. You should know that, in similar engagement letters with many of our other clients, we have asked for similar agreements to preserve our ability to represent you.

MULTIPLE ATTORNEYS:
A primary attorney assigned to and handle matter. The primary attorney will be available to you for conferences and meetings upon your request, and you can call the office at any time for questions or concerns. In the event that the assigned primary attorney is unavailable, a secondary attorney will be informed and prepared to discuss any issues or respond to any inquiries. You acknowledge that the entire firm of BridgehouseLaw LLP will represent and coordinate the matter for you. This firm consists on several professionals, attorneys admitted in North Carolina and outside of North Carolina, legal secretaries and support staff. All employees and shareholders of the firm may at a certain time perform legal services for you. You should also be aware that other partners, attorneys, paralegals or experts from outside the firm will be called upon as necessary so that the best possible services can be provided. If this is the case we will pay the legal fees for an outside/third party lawyer. You however agree at this time that files or part of the files may be transferred to the other lawyer. In case of any dispute with the work performed by such other lawyer you will only pursue your action against such other lawyer and agree to indemnify BridgehouseLaw LLP and its principals, officers, and lawyers from any claims related to such work of an outside/third party lawyer. Mr. Reinhard von Hennigs is the Founding Partner of the firm and available at (980) 219-5225; his assistant Ms. Morton is available at (980) 219-5215. The law office manager, Mr. D’Agostino is also available at (980) 219-5200. The undersigned is admitted as a Rechtsanwalt in Germany, as an Attorney at Law in North Carolina, and as a Foreign Law Consultant in Georgia. He will coordinate the work for you with other professionals but the legal work will be performed by other lawyers within the firm or outside the firm if necessary.

COMMUNICATIONS:
Even though you have delegated certain levels of authority to act on your behalf, there will be times when we will not be able to proceed without your full and sometimes written consent, such as when negotiating settlement offers or when conflicts of interest arise. Please notify us of any plans for extended travel or if any changes are made to your contact information.

It is important to keep our communications with you confidential. There are legal reasons for confidentiality such as avoiding risk of inadvertent disclosure or loss of attorney-client privilege. You should avoid any communications of sensitive matters with us where the conversation might be overheard. You should avoid discussing any of our communications with other people including your family and friends.

PREPAID FLAT-FEE:
As a condition of the engagement, you agree to pay the flat-fee of $8,375 prior to the above-referenced legal work to be performed. You will also be billed for any additional services that you may select. You understand and specifically agree that: (i) the flat fee will be earned by BridgehouseLaw LLP immediately upon payment and will be deposited in the firm’s business account rather than a client trust account; and (ii) When the firm’s representation ends, you will not be entitled to a refund of any portion of the flat fee unless (1) the legal work is not completed, in which event a proportionate refund may be owed, or (2) it can be demonstrated that the flat fee is clearly excessive under the circumstances.

Additionally, we offer Registered Agent services through BridgeCubator, LLC. The Registered Agent fee is $275.00 USD per year and you will receive a separate invoice from BridgeCubator, LLC. Please select below if you would like BridgeCubator, LLC to serve as a Registered Agent for the Company.

You agree to pay our legal fees and related expenses, filing fees, and administrative costs (See chapter Costs and Reimbursable Expenses below).

OUTSIDE OR CHANGES IN ORIGINAL SCOPE:
For work outside the original flat-fee scope, our fees will be based primarily on the hourly rate for each attorney and legal assistant devoting time to this matter. Our standard hourly rates for attorneys likely to be involved currently range from $235 to $735 per hour. Other factors may only be taken into consideration in determining our fees, including the urgency of the matter, the responsibility assumed, the novelty and difficulty of the legal problem involved, particular experience or knowledge provided, time limitations imposed by the client or matter, the benefit resulting to the client, and any unforeseen circumstances arising in the course of our representation after agreement on such extraordinary factors between you and us. We reserve the right to cease work until an agreement on such extraordinary factors is reached. These billing rates are subject to change from time to time.

FEES AND EXPENSES:
We often find it is necessary to incur certain expenses, related costs and overhead charges on our client’s behalf, such as travel (transportation, food and lodging), filing, recording and certification fees, business meals, title searches, court reporters and the like. These expenses are charged at our actual out-of-pocket costs. In addition, we frequently incur other expenses such as long-distance telephone charges, photocopying and document production, computerized legal research (Westlaw), telecopies, messenger and overnight courier services, and in situations with the imposition of deadlines and other time constraints as required, non-lawyer staff overtime. These expenses are charged either at proven market rates or at actual and proven cost plus a factor of 3% to compensate the handling, maintenance or other ongoing expenses to the firm connecting with providing these services. Each statement will call for the reimbursement of all advances and expenses posted to our books as of the date specified in the statement.

We will also invoice you directly for significant and proven third-party expenses, such as the invoices of other professionals whose assistance may be required (e.g., accountants, consultants, experts, etc.), court reporters, transcripts, investigations, photographs and other graphic exhibits and materials, and the like. In the event that we pay these expenses directly, the cost will be included with other reimbursable charges in our statement to you and the relevant direct invoice to us will be enclosed as evidence.

Statements normally will be rendered monthly for work performed and expenses recorded on our books during the previous month. They contain a list of hours, including time recording entries of the professionals involved. Payment is immediately upon receipt of our statement (matters with retainers and flat fees), and payment is due within 30 days upon receipt of our statement (matters based on our hourly rates, expenses, costs, etc.). If any statement remains unpaid for more than 60 days, we may suspend performing services until arrangements satisfactory to us have been made for payment of outstanding statements and the payment of future fees and expenses, and if such arrangements are not made, subject to applicable rules of professional conduct governing attorneys, we may terminate the engagement and withdraw from further representation. ALL COMMUNICATIONS REGARDING FEES AND EXPENSES ARE TO BE MADE DIRECTLY WITH THE BILLING DEPARTMENT. ANY DIRECT COMMUNICATIONS WITH AN ATTORNEY REGARDING FEES AND EXPENSES WILL BE BILLED AT THE ATTORNEY’S HOURLY RATE.

As we have discussed, the fees and costs relating to this matter are not predictable. Accordingly, we have made no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete this matter. It is also expressly understood that payment of the firm’s fees and costs is in no way contingent on the ultimate outcome of the matter.

BILLING TERMS AND FEE POLICY:
Generally, we render statements for fees and expenses based on the following terms: Retainers and flat fees will be billed at the beginning of the matter, and monthly for matters based on our hourly rates. At the time of completion, a final invoice will be generated for any remaining fees, expenses, costs, etc. If, however, the fees and expenses paid with the retainer or flat fee are used and additional expenses are incurred, we reserve the right to bill these expenses at any given time, itemizing the services performed and expenses incurred. Payment of each statement is due 30 days upon receipt. If you fail to pay statements in accordance with this agreement, we reserve the right to reprioritize, suspend, withdraw from and terminate the representation, and to decline to provide any further services. ALL COMMUNICATIONS REGARDING BILLING ARE TO BE MADE DIRECTLY WITH THE BILLING DEPARTMENT. ANY DIRECT COMMUNICATIONS WITH AN ATTORNEY REGARDING BILLING WILL BE BILLED AT THE ATTORNEY’S HOURLY RATE.

LATE CHARGE/INTEREST:
Our firm will charge a monthly late charge or interest of 1.8% (22% annual percentage rate) on all sums due and unpaid for a period of 30 days or more after presentation of our bills. The interest / late charge is for late payment of the outstanding balance due for the furnishing of services and costs, not for a loan or the forbearance of money. The purpose of this charge is to help defray our financial cost when clients are unable to maintain a current balance, and to encourage our clients to borrow from other sources, if necessary. We are not equipped to finance our clients’ legal matters.

RESPONSIBILITY:
Your responsibility for payment of our fees is not contingent on the outcome of the matter or the result obtained. Please be advised that should it become necessary to employ the services of an attorney to recover from you any outstanding amount which you owe to our firm, we intend to collect said amount plus all costs of collection, including fifteen percent of the amount owed as attorneys’ fees pursuant to North Carolina law.

Sending Funds via Electronic Transfer
Before sending any wiretransfer, call our office at (980) 219-5200 to verify the instructions. We will not change wiring instructions. If you receive wiring instructions for a different bank, branch location, account name or account number, they should be presumed fraudulent. Do not send any funds and contact our office immediately. Failure to follow this procedure endangers your funds.

TERM OF ENGAGEMENT:
Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to applicable Rules of Professional Conduct. Among the reasons which may lead us to conclude that we should terminate our representation are: (1) non-payment of our fees; (2) your failure to be forthright, cooperative or supportive of our efforts; (3) your misrepresentation of, or failure or refusal to disclose, material facts to us; (4) your failure or refusal to accept our advice; (5) the discovery of a conflict of interest with another client; or (6) any other reason permitted or required under the Rules of Professional Conduct governing the legal profession. In the event that we terminate the engagement, we will take such steps as are reasonably practicable to protect your interests in the above matter, including consultations with subsequent counsel and providing him or her with whatever papers you have provided to us. If permission for withdrawal is required by a court, we will promptly apply for such permission, and you agree to engage to successor counsel to represent you. If you elect to terminate this engagement prior to conclusion of the matter, or if we elect to withdraw, you are responsible for paying our attorneys fees and expenses accrued through the effective date of the termination of this engagement in accordance with the Fee and Expense provisions of this letter set out above.

Conclusion of Representation; Retention and Disposition of Documents
Unless previously terminated, our representation will terminate upon our sending you our final statement for services rendered in this matter. Following such termination, any otherwise non-public information you have supplied to us which is retained by us will be kept confidential in accordance with the applicable Rules of Professional Conduct. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and costs. Our own files pertaining to the matter will be retained by the firm. These firm files include, for example, firm administrative records, time and expense reports, personnel and staffing materials, and credit and accounting records; and internal attorneys’ work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of attorneys. All documents retained by the firm will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of the engagement.

POST-ENGAGEMENT MATTERS:
You are engaging the firm to provide legal services in connection with a specific matter. After completion of the matter, changes may occur in the applicable laws or regulations that could have an impact upon your future rights and liabilities. Unless you engage us after completion of the matter to provide additional advice on issues arising from the matter, the firm has no continuing obligation to advise you with respect to future legal developments.

NATURE OF RELATIONSHIP:
Our objective is to provide high quality legal services to our clients at a fair and reasonable cost. The attorney-client relationship is one of mutual trust and confidence. If any of you have any questions at all concerning the terms of this engagement, our ongoing handling of this legal matter, or about any issue relating to a monthly statement that is unclear or appears to be unsatisfactory, we invite your inquiries.

OTHER IMPORTANT TERMS:
This letter sets forth the entire agreement between us regarding our engagement in connection with the above-referenced matter. This agreement may be amended or modified only in writing signed by all parties to this agreement. This agreement and its performance are governed by the laws of the State of North Carolina. Any dispute arising under this agreement will be submitted to arbitration in Charlotte, North Carolina under the rules and procedures of the State Bar of North Carolina and the applicable committee for the Arbitration of Attorney Fee Disputes, if concerning fees, or by an arbitrator to be named by the then-president of the Mecklenburg Bar Association, if concerning any other matter. The decision of any such arbitrator or arbitrators shall be binding, conclusive, and not appealable. In the event a dispute is not or cannot be arbitrated, the parties consent to the jurisdiction of and venue in the courts of Mecklenburg County, North Carolina.

ACKNOWLEDGMENT:
If you have read, understood and are in agreement with the terms of our engagement as outlined here and in any items that may have been sent to you or another representative of the company, check the appropriate box(es) and type your name in the designated fields, serving as your digital signature, of this letter, and click the button at the end to submit. We cannot begin to represent you until we have received the agreed and/or digitally and/or hand signed confirmation of our engagement.

Please call us if you have any questions or comments during the course of our representation. We appreciate the opportunity to be of service to you and look forward to working with you on this very important matter.

Very truly yours,

BridgehouseLaw LLP
Reinhard von Hennigs, LL.M.

ASSET PURCHASE AGREEMENT AND CORPORATE MATTERS: $8,375 one-time flat fee and includes:

CORPORATE FORMATION

OPTIONAL SERVICES

EXPEDITED SERVICE: $100 one-time flat fee(Required Field or Selection)

Yes - I would like BridgehouseLaw LLP to expedite service for the new company.

Decline Expedited Service

At BridgehouseLaw LLP, we understand the urgency and importance of launching your new company swiftly. We offer expedited service for company formation, ensuring a streamlined process and rapid establishment of your business. With our dedicated team of legal experts, we prioritize your needs and expedite all necessary procedures, guaranteeing prompt and efficient completion.

CORPORATE HOSTING SERVICE: $1,450 per year (Registered Agent Service Included (NC))(Required Field or Selection)

Yes - I would like BridgehouseLaw LLP to provide Corporate Hosting Services for the new company.

Decline Corporate Hosting Services

U.S. ADDRESS: Initial or current address in Charlotte, North Carolina to satisfy US Corporate requirements, registration requirements and immigration needs. MAIL INTAKE: BridgehouseLaw receives mail on behalf of the new company, process, scan, email a digital copy to a company representative, retain the physical copy for (1) one year onsite. EXCLUDES: Expenses (copies, postage/USPS/FedEx, etc) in the event your company needs us to respond to (mail) received mail on the company's behalf. CONFERENCE ROOM RENTAL: With our Corporate Hosting Service plan, your new company has access to rent one of our 3 conference/boardrooms, accommodating 8-20 people (subject to availability upon request) for $135 per day OR $65 per half day.

REGISTERED AGENT SERVICE: $250 per year(Required Field or Selection)

Yes - I would like BridgeCubator, LLC to serve as the Registered Agent for the new company with the NC Secretary State.

Decline Registered Agent Service

By serving as the Registered Agent, BridgehouseLaw helps ensure that the business stays informed about legal obligations, compliance matters, and other critical issues. This service is important for maintaining transparency and ensuring that businesses can respond promptly to legal matters. We offer Registered Agent services through BridgeCubator, LLC, and you will receive a separate invoice from BridgeCubator, LLC. Please select the above option if you would like BridgeCubator, LLC to serve as a Registered Agent for the Company.

U.S. BANK ACCOUNT: $345 one-time flat fee(Required Field or Selection)

Yes - I would like BridgehouseLaw LLP to assist with opening a U.S. Bank account with Bank of America for the new company

I would like information on other financial institutions.

Decline Account Opening Assistance

BridgehouseLaw can assist the new company in opening a U.S. bank account through our preferred bank partner, Bank of America, for a one-time flat fee of $345. If you prefer for BridgehouseLaw to open an account with other financial institutions, we can do so at the attorney's hourly rate.

COMPANY OFFICER SERVICES: $725 per year(Required Field or Selection)

Yes - I would like BridgehouseLaw LLP to serve as Secretary for the new company.

Decline

Our Company Officer Service option is so that a member of BridgehouseLaw, can serve as an officer for the new company's such as Secretary for signing documents and handling corporate documents typically involves a range of administrative and legal support, and including, but not limited to: DOCUMENT SIGNING AND MANAGEMENT: A member of BridgehouseLaw acts as the company's secretary (BOD), and handle the signing of various corporate documents, agreements, and legal paperwork on behalf of the company. ANNUAL COMPLIANCE ASSISTANCE (excluding CTA): Ensuring that the company complies with annual meetings, annual filing requirements (Annual Reports), including submitting necessary documents to regulatory authorities. LEGAL DOCUMENT DRAFTING AND REVIEW: Drafting, reviewing, and providing legal advice on corporate documents, contracts, and other legal instruments as needed. RECORD-KEEPING: Maintaining and updating corporate records (corporate minute book), ensuring that all necessary documents are properly filed and stored. COMPLIANCE MONITORING (excluding CTA): Monitoring changes in laws and regulations affecting the company and advising on necessary compliance measures. CORPORATE GOVERNANCE GIUDANCE: Providing guidance on corporate governance matters and best practices. LEGAL REPRESENTATION: Representing the company in legal matters as part of the board of directors, as applicable. ADDITIONAL CONSULTATION: Offering additional legal consultation and advice on matters related to corporate governance, regulatory compliance, and other legal aspects. NOTE: These services aim to streamline the administrative and legal responsibilities of the company's board of directors, allowing the business to focus on its core activities while ensuring compliance with relevant laws and regulations.

ADD-ON SECRETARIAL SERVICE PLANS (BASIC / PLUS / PAYROLL)

SECRETARIAL SERVICES BASIC PLAN (Conference Rooms Included): $1,850 per year(Required Field or Selection)

Yes - I would like to enroll the new company in the Secretarial Services BASIC Plan.

Decline Add-On

Our Secretarial Service add-ons complement our Corporate Hosting Service Plan. U.S. TELEPHONE NUMBER: This add-on provides the new company with a U.S. telephone number that can be advertised and used on business cards, websites, and more. ANSWERING SERVICE: Additionally, this plan offers a live agent located in Charlotte, North Carolina, who answers all incoming phone calls received via the new company's U.S. telephone number. CALL FORWARDING: Our live agents, when answering on behalf of the new company, have the capability to forward the call to a representative for the newly formed company. CONFERENCE ROOM: Included in this plan is free access to our 3 conference/boardrooms, accommodating 8-20 people (subject to availability on requested dates). EXCLUDES: Expenses (copies, postage/USPS/FedEx, etc)

SECRETARIAL SERVICES PLUS PLAN (Conference Rooms Included): $6,124.50 per year OR $567 per month(Required Field or Selection)

Yes - I would like to enroll the new company in the Secretarial Services (PLUS ANNUAL PLAN: $6,805 - 10% Discount = $6,124.50).

Yes - I would like to enroll the new company in the Secretarial Services (PLUS MONTHLY PLAN: $567 per month).

Decline Add-On

Includes everything in our BASIC PLAN: U.S. TELEPHONE NUMBER: This add-on provides the new company with a U.S. telephone number that can be advertised and used on business cards, websites, and more. ANSWERING SERVICE: Additionally, this plan offers a live agent located in Charlotte, North Carolina, who answers all incoming phone calls received via the new company's U.S. telephone number. CALL FORWARDING: Our live agents, when answering on behalf of the new company, have the capability to forward the call to a representative for the newly formed company. CONFERENCE ROOM: Included in this plan is free access to our 3 conference/boardrooms, accommodating 8-20 people (subject to availability on requested dates). PLUS: 10 hours per month of administrative assistance for the new company. AFTER-HOURS VOICEMAIL: Designated voice mail for after-hours, recorded in your voice or with your company name. VOIP PHONE SYSTEM: This plan offers a dedicated voip telephone system. EXCLUDES: Expenses (copies, postage/USPS/FedEx, etc)

SECRETARIAL SERVICES PLUS+PAYROLL PLAN (Conference Rooms Included): $13,837.50 per year OR $1,281.25 per month(Required Field or Selection)

Yes - I would like to enroll the new company in the Secretarial Services (PLUS+PAYROLL ANNUAL PLAN: $15,375 - 10% Discount = $13,837.50).

Yes - I would like to enroll the new company in the Secretarial Services (PLUS+PAYROLL MONTHLY PLAN: $1,281.25 per month).

Decline Add-On

Includes everything in our BASIC PLAN: U.S. TELEPHONE NUMBER: This add-on provides the new company with a U.S. telephone number that can be advertised and used on business cards, websites, and more. ANSWERING SERVICE: Additionally, this plan offers a live agent located in Charlotte, North Carolina, who answers all incoming phone calls received via the new company's U.S. telephone number. CALL FORWARDING: Our live agents, when answering on behalf of the new company, have the capability to forward the call to a representative for the newly formed company. CONFERENCE ROOM: Included in this plan is free access to our 3 conference/boardrooms, accommodating 8-20 people (subject to availability on requested dates). PLUS: 10 hours per month of administrative assistance for the new company. AFTER-HOURS VOICEMAIL: Designated voice mail for after-hours, recorded in your voice or with your company name. VOIP PHONE SYSTEM: This plan offers a dedicated voip telephone system. PAYROLL: Monthly payroll coordination for up to 10 employees via external payroll system (including administrative fees). EXCLUDES: Expenses (copies, postage/USPS/FedEx, etc)

ACKNOWLEGEMENT

Outside Original Scope (Billed at Attorneys Hourly Rate)(Required Field or Selection)

I agree to the hourly billing terms if I go outside or change original scope

I do NOT agree

Automatic Change in Scope(Required Field or Selection)

I agree

I do NOT agree

Upon the successful formation of your new company, please be advised that our engagement will automatically transition from focusing on Corporate Formation matters to encompassing General Corporate Matters, ensuring a seamless continuation of comprehensive legal support tailored to your evolving business needs.

Signatory for the Company or Individual(Required Field or Selection)

COMPANY: I am the authorized signatory for the Company

INDIVIDUAL CLIENT: I am the sole client, signing on my behalf (not a company)

Company Name(Required Field or Selection)

Name of Signatory(Required Field or Selection)

Prefix First Last

By typing my first and last name in the above fields, I acknowledge and agree that it serves as my electronic signature, indicating my acceptance and agreement to the terms of the engagement letter.

Signature(Required Field or Selection)

Email of Signatory(Required Field or Selection)

Date of Signing(Required Field or Selection)

Acknowledgment(Required Field or Selection)

I have clicked the above checkbox agreeing to terms outlined in the Engagement Letter

I have provided my First and Last name above

Do you have a Case Code?(Required Field or Selection)

Yes

Case Code (if applicable)(Required Field or Selection)

If you have received a case code from BridgehouseLaw, please enter in the above field and click "Apply"

Total

PAYMENT FOR CORPORATE FORMATION AND SELECTED SERVICES

Name on Card(Required Field or Selection)

First Last

Email of Card Holder(Required Field or Selection)

Enter Email Confirm Email

Phone of Card Holder

Billing Address(Required Field or Selection)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Credit Card