RETAINER TERMS:

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1. Our Obligations to You. Once retained, we will only perform work you request that we perform. We will keep accurate records of our work. We will communicate with you regarding our services; we will comply with our ethical and legal obligations to you. And we will bill you the Fee (per the option you select above). You understand that if you are a business entity we represent the business entity itself, and not any individuals, affiliates, equity holders, officers, directors, managers, employees, or agents (as applicable), unless a separate retainer agreement is executed between us and any such individual or entity. To that end, you are providing informed consent to the concurrent representation of the following individuals and/or entities and acknowledge and agree that there is no current conflict, and that you do not anticipate any future conflict out of such concurrent representation.

2. Your Obligations to the Firm. You agree to keep us informed and share all material facts on matters we serve, and to pay our Fee as agreed. You agree not to misrepresent or hide facts from us. If you retain us as “Fractional General Counsel”, you may also provide us with email addresses for the use of the attorneys assigned to you to enhance your legal presence. Unless paying a flat Fee, you agree to replenish the Retainer upon request. You understand that we will provide our legal advice, but the decision to reject, accept or adhere to that advice is your decision.

3. Expenses. If we incur fees, costs, or expenses (collectively, “Costs”) on your behalf during our engagement, you agree to pay those Costs which include, but are not limited to, filing fees, delivery charges, photocopies, postage cost, other miscellaneous office charges, deposition charges, and expert witness fees. For large expenses, we may request that you prepay those costs or pay them directly. We may charge a separate expense fee for online computer research when we use services like Westlaw, Lexis or similar services. You are responsible for all costs incurred in our representation of you regardless of whether it has been advanced by us. In the event we advance costs to you, you will reimburse us for such costs upon request, whether or not our services have been completed.

4. Terms. All legal services are subject to the then current terms and conditions on our website www.LexTecnica.com, which you have read and reviewed and herewith agree, which may be modified by Lex Tecnica from time to time to meet dynamic legal landscape and needs. As Lex Tecnica will be providing legal services to you, you acknowledge and agree you have been encouraged to seek your own independent counsel regarding this Agreement (and your own personal legal needs) and hereby expressly waive all conflicts related to Lex Tecnica’s legal representation. Because we are focused on service, it is common for our attorneys to forget to bill for all billable time, and we take pride in only charging for the work we do. To that end, and for your efficiency and transparency, we bill in 6-minute increments (with a minimum .25 for each engagement) and strive to streamline our efforts as we work for you. You acknowledge that your Legal Team is primarily licensed in Nevada. You agree to pay monthly invoices, in arrears, on or before the 5th of the following month but no later than fifteen (15) days following your receipt of an invoice. We reserve the right to charge an interest charge of 1.5% per month for late payments (which shall be automatically reduced to the maximum allowable rate by law in the event that this rate exceeds any rate set forth by law). Additionally, you acknowledge that Lex Tecnica only accepts payments via ACH, wire transfer, and or Zelle. If making a credit card payment online via our Clio app, you agree to an additional four percent (4%) processing fee. You likewise acknowledge that neither Lex Tecnica nor its partners and attorneys will be prohibited from representing other clients with similar business interests, needs, or pursuits. While your Legal Team has years of experience in various areas of law and will provide general legal advice designed to enhance your efficiencies, you recognize that the Legal Team does not have any Nevada State Bar “certified specialty,” and similarly, we do not specialize in tax or securities and exchange commission advice.  In the unlikely event that we are required to institute legal proceedings to collect fees and costs owed by you, we shall be entitled to a reasonable attorney’s fee and other costs of collection. Moreover, consistent with Nevada law, we shall be entitled to retain the files involving this matter until any outstanding invoices are satisfied in full. In the unlikely event that you wish to make a claim against Lex Tecnica or any lawyer at Lex Tecnica for malpractice or similar claims, you agree to submit such claims to binding arbitration in Las Vegas, Nevada, in accordance with the rules of the American Arbitration Association or similar organization. Naturally, we do not expect that any of the provisions of this paragraph will have to be applied to you, and we look forward to a wholly amicable relationship.

5. Confidentiality. We hold a professional obligation to maintain your confidences. We will comply with this duty unless you or your agents direct us, or it is expressly or impliedly waived.

6. Termination. We will endeavor to represent you competently in accordance with the highest legal and ethical standards. We anticipate a long and mutually satisfactory relationship. However, either you or we may terminate our representation and this Agreement at any time upon written notice to the other party. Upon such notification we will provide no further services and advance no further costs on your behalf. If we are the attorney of record in any pending proceeding or matter, you agree to execute and return to us all paperwork necessary to effect withdrawal from that proceeding or matter. We also have the right to withdraw from this representation for any other reason set forth in the Rules of Professional Conduct as approved by the Nevada Supreme Court (the text of which is attached for your information), including your failure to comply with the fee provisions of this Agreement. It is our policy to retain client files for a period of up to seven (7) years after the end of the matter. At the end of that time, we will destroy the files. If you would like any documents or materials returned to you, you may request them at the close of your matter.

7. Conflicts. We are not yet your counsel. The entity or individual named below may consider us legal counsel after you sign this Agreement and pay us the agreed upon Fee or Retainer. You understand those working for you will also be working for other individuals and entities (including your equity holders and affiliate entities, as applicable), as outside or in-house counsel, and may represent other clients, in similar business pursuits and you agree to expressly waive conflicts related to the same, and will not seek to disqualify us from representation thereof. Likewise, while your Legal Team will comply with its duty of confidentiality to you pursuant to applicable rules of professional conduct, you acknowledge, covenant and agree, that these attorneys may represent other clients in the future, subject to rules of professional conduct, and, as such, neither Lex Tecnica nor its attorneys are prohibited from engaging in other representation. While neither you nor Lex Tecnica see any conflicts at this time, you agree to waive any conflicts related to Lex Tecnica’s representation now or in the future, according to applicable law. By executing this Agreement, you acknowledge and agree that you are giving informed consent that (a) you have been advised to seek the advice of independent legal counsel regarding the terms of this Agreement and have been given a fair opportunity to consult with such independent legal counsel; and (b) you understand the terms of this Agreement (including the terms of granting an equity interest to us, if applicable), the terms have been fully disclosed, and the terms are fair and reasonable.