Last Updated: November 29, 2025


MASTER ENGAGEMENT AGREEMENT ("AGREEMENT")

Thank you for your interest in engaging the law firm of Creative Counsel Law (“Firm”) for legal services. We appreciate the opportunity to assist you. This Master Engagement Agreement (the “Agreement”) sets forth the standard terms under which the Firm represents clients. It is intended to work together with one or more written documents that describe a specific matter, project, or consultation, such as a statement of work, engagement letter, consultation confirmation, online booking or intake form, fee letter, or scope email (each, an “Engagement Document”). By signing or accepting any Engagement Document or requesting legal services, Client unconditionally accepts all terms herein.

When you sign or otherwise accept an Engagement Document that incorporates this Agreement by reference, satisfy any commencement conditions stated in that Engagement Document, or request or accept legal services from the Firm as described in Section 7, this Agreement becomes an immediately binding and enforceable contract between the Firm and you as the client (“Client”). For clarity, “we,” “us,” and “our” mean the Firm. “You” and “your” mean the Client identified in the applicable Engagement Document. “Attorney” means Jessee E. Bundy, Esq., who will be primarily responsible for your matters; other Firm personnel may assist under her supervision. Client waives any right to claim lack of understanding of these terms and acknowledges having had adequate opportunity to review this Agreement and consult independent counsel if desired.

1. Parties and Roles. 

Client engages the Firm to provide legal services. Jessee E. Bundy, Esq. will act as the attorney primarily responsible for Client’s matters (the “Attorney”). The Firm may, in its discretion, involve other Firm personnel when appropriate. The Firm remains responsible for the legal services promised in this Agreement.

2. Master Engagement Agreement; Engagement Documents.

This Agreement is intended to operate as a master engagement agreement. From time to time, the Firm and Client may agree to one or more specific matters, projects, or consultations through an Engagement Document that identifies the client, the matter or service, and the scope, deliverables, timing, fee model, and any matter-specific terms. An Engagement Document may be called a statement of work, engagement letter, consultation confirmation, online booking or intake form, fee letter, or written email, or may have another similar title.

Each Engagement Document that incorporates this Agreement by reference is governed by this Agreement. If no Engagement Document is issued for a particular matter, services will proceed under the scope the Firm reasonably understands Client to have requested, authorized, or accepted, and fees will be billed hourly at the Firm’s then-current rates plus all costs and expenses. The Firm may confirm scope and applicable rates by email or any other written communication; continued requests for or acceptance of services, or failure to object in writing within 48 hours of such confirmation, constitutes binding agreement and waiver of any right to dispute the scope or rates. Any later material change in objectives, facts, deadlines, counterparty posture, or law may require a revised Engagement Document or updated scope confirmation.

3. Firm Terms of Service; Incorporation; Updates; Continued-Use Acceptance.

The Firm has adopted Terms of Service ("Firm ToS") applicable to use of the Firm's website, client portal, electronic delivery systems, and related online services. When provided or linked (e.g., www.creativecounsellaw.com/terms-of-service) and identified as applicable, the Firm ToS are incorporated by reference into this Agreement for the limited technical and administrative subjects they address (including portal use, website access, electronic delivery, privacy/security practices, and communications). The Firm ToS do not govern the attorney-client relationship or legal services. This Master Engagement Agreement controls for all substantive matters relating to legal representation.

The Firm may update the Firm ToS at any time without prior notice by posting a revised version with a new "Last Updated" date. Updates are effective immediately upon posting for all engagements, including existing matters, and for all users of the website and portal. Client’s continued use of the Firm’s services, portal, or electronic delivery, or failure to terminate the engagement within 48 hours of posting, constitutes binding acceptance of all updates. Updates apply prospectively and do not alter fees or obligations already accrued.

4. Order of Precedence.

In the event of any conflict or inconsistency: (1) This Master Engagement Agreement controls for all matters relating to legal representation, the attorney-client relationship, and the provision of legal services, including but not limited to scope of representation (Tennessee RPC 1.2), communication (Tennessee RPC 1.4), fees and costs (Tennessee RPC 1.5), payment methods and authorization, billing procedures and disputes, termination and withdrawal (Tennessee RPC 1.16), confidentiality (Tennessee RPC 1.6), conflicts of interest (Tennessee RPC 1.7, 1.9), file retention and delivery, lien rights, and dispute resolution. (2) An applicable Engagement Document for a specific matter controls only to the extent it expressly states it overrides or modifies this Agreement for the specific matter or deliverable identified. (3) The Firm's Terms of Service ("Firm ToS"), if incorporated by reference, control only for technical and administrative matters relating to website use, portal access, and electronic communications that are not otherwise addressed in this Agreement. If any particular provision is determined unenforceable without separate assent, that provision will be effective upon Client’s assent (including authenticated click-through), and the remainder of this Agreement and this Order of Precedence remain in effect.

5. Scope.

The Firm will provide legal services as described in the applicable Engagement Document for the current matter or, if no Engagement Document is issued, as described in the Firm’s written confirmation of scope for the current matter. Unless otherwise specified in a separate writing signed by the Attorney, the Firm is not engaged as general counsel, has no obligation to advise on any matters outside the defined scope, and assumes no duty to monitor, update, or inform Client regarding legal developments after a matter concludes or at any other time. Client acknowledges that the Firm's silence on any legal matter does not constitute advice or opinion.

Client acknowledges and agrees that the Firm’s representation does not entail a continuing obligation to advise Client concerning subsequent legal developments that might bear on Client’s affairs generally or, after completion of the particular matter for which the Firm has been engaged, developments related to, or that might have a bearing on, that matter. These terms and conditions address the specific legal services identified in the applicable Engagement Document and also govern any additional legal services the parties later agree the Firm will provide that are outside the initial scope of representation, unless the parties mutually agree otherwise in writing. Unless expressly stated in an Engagement Document, the Firm does not provide tax advice. Client is advised to consult a qualified tax professional for any tax advice.

After delivery of the agreed scope for a matter, Client may request limited follow-on advice, updates, or other tasks such as interpreting prior work product, updating clauses for new facts, or answering follow-up questions that the Firm, in its sole discretion, determines to be related to that matter. By submitting questions or documents, scheduling or attending calls, providing additional facts for analysis, or accepting and using further work product, Client requests and agrees to pay for such Continuing Advisory Services at the Firm’s then-current hourly rates and under Sections 8 and 10 (including the payment-on-file charge authorization); a separate signature or new Engagement Document is not required. Continuing Advisory Services are not included in any flat fee, estimate, or Cap unless an Engagement Document expressly extends that pricing.

Any change in facts, law, objectives, deadlines, counterparties, or requested structure/approach that the Firm determines, in its sole discretion, to be material is out of scope; the Firm will bill such work at hourly rates or require an addendum or new Engagement Document and will pause all work, including emergency work, pending payment authorization and receipt of additional fees. Where the Firm has sent a written scope and/or rate confirmation, Client’s continued requests for or acceptance of services, or failure to object in writing within 24 hours, constitutes irrevocable agreement to the stated scope and rates and waiver of any right to dispute such scope or rates.

Except for Continuing Advisory Services actually requested and performed, the Firm has no duty post-completion to monitor developments, docket deadlines, update work product, or provide further advice; if no billable services occur for six (6) months after completion, the representation for that matter is deemed concluded. Any Cap is matter or period-specific only and does not operate as a global or ongoing cap for Continuing Advisory Services or future work unless expressly stated.

6. Revisions; Out-of-Scope Changes.

Any revisions, iteration cycles, or redrafts included in a flat fee will be the number expressly stated in the applicable Engagement Document or written scope confirmation. If none is stated, zero revisions are included, all revision work is out of scope, and any request for changes to delivered work will be billed at the Firm's then-current hourly rates with a minimum charge of one-half hour (0.5 hr). Substantive changes requested by Client (including changes resulting from evolving facts, strategy, counterparties, or deadlines) are treated as out-of-scope work and may be (i) billed at the Firm’s then-current hourly rates; or (ii) handled under a short addendum or new Engagement Document, at the Firm’s discretion. The Firm will determine in its sole discretion when a request is out of scope and will immediately cease all work on the entire matter pending authorization and payment.

7. Commencement of Representation; Payment Method on File as a Condition; Pre-Execution Limited Services; Acceptance by Conduct.

This Agreement does not take effect for any particular matter, and the Firm has no obligation to provide legal services for that matter, until all of the following occur: (a) Client signs or otherwise accepts an Engagement Document for that matter that incorporates this Agreement by reference; (b) completion of the Firm’s conflict check and intake requirements to the Firm's sole satisfaction; and (c) receipt, verification, and successful test charge of a valid payment method to be kept on file with sufficient credit or funds available. If an applicable Engagement Document requires an upfront flat fee or deposit, receipt of that amount is also a commencement condition. The Firm may initiate a nominal verification transaction, typically one dollar, on the stored payment method.

At Client’s request, or with Client’s knowledge and consent, the Firm may, in its discretion, perform limited preliminary services before all commencement conditions are satisfied. Any such services are governed by this Agreement as if executed on the date the Firm first performed them, and Client agrees to pay the fees and costs incurred for those services under the applicable fee model. For the period in which preliminary services are provided, Client will be treated as a current client for purposes of the duties of confidentiality and loyalty, including conflicts analysis. The scope of any pre-execution services is limited to the discrete tasks undertaken during that period and does not create a continuing obligation to advise, track deadlines, or provide further services unless and until the commencement conditions are met.

If the parties do not finalize the engagement, the Firm’s limited representation for pre-execution services automatically concludes upon the earliest of: (i) completion of the discrete preliminary tasks; (ii) written notice from either party that the Firm will not proceed; or (iii) ten (10) days after the Firm first performed such services, absent full execution and satisfaction of the commencement conditions. Client’s failure or refusal to sign this Agreement, or any claim that this Agreement is unenforceable or was not accepted, does not relieve Client of the obligation to pay for any services requested, authorized, accepted, relied upon, or performed by the Firm at Client's direction or for Client's benefit. By requesting or accepting legal services, providing any information for legal analysis, authorizing the Firm to act, paying any related invoice, or failing to object to this Agreement within 24 hours of receipt, Client irrevocably accepts all terms of this Agreement for all services, including without limitation the payment, fee, dispute-resolution, arbitration, and fee-shifting provisions, and waives any right to challenge the enforceability or applicability of this Agreement. The Firm may bill pre-execution services on a pro-rata basis against any quoted flat fee or at the Firm’s then-standard hourly rates, in the Firm’s reasonable discretion.

For the avoidance of doubt, the ongoing attorney-client relationship for a matter begins only when the commencement conditions are satisfied; until then, any services are limited to the discrete pre-execution tasks described above, subject to the continuing duties of confidentiality and conflicts as stated herein.

8. Fee Models; How Fees Are Earned.

The applicable fee model for a matter will be stated in the applicable Engagement Document or written confirmation for that matter. If none is issued, fees are hourly as set forth in Hourly Fees.

Flat Fee.

If an Engagement Document (such as a Statement of Work) specifies a flat fee for defined services, the flat fee is due as stated in that Engagement Document. Any flat fee designated as earned upon receipt or nonrefundable will be outlined in a signed Engagement Document by the Client. Consistent with Tenn. RPC 1.5(f), if the Engagement Document stipulates the flat fee as earned upon receipt for specified services or nonrefundable, it will be deposited in the Firm’s operating account and treated as nonrefundable and earned on receipt. If any portion is designated for unearned work or third-party costs, that portion will be deposited into a trust account and handled according to this Agreement. The flat fee covers only the deliverables specifically identified in the Engagement Document, and unless the Engagement Document provides otherwise, substantive revisions, re-drafts, or additional rounds are outside the flat fee unless specifically stated in the Engagement Document.

Hourly Rates; Staffing; Billing Practices; Costs; Optional Caps.

For hourly matters, the Firm bills for professional services performed by Jessee E. Bundy, Esq. at $300/hour. When appropriate, the Firm may also use other attorneys, contract attorneys, paralegals, law clerks, or legal assistants (collectively, additional personnel). Additional personnel will be billed at their then-current standard rates. The Firm will disclose the applicable rate in writing upon request and, where practicable, before additional personnel begin billable work; if more than one person’s participation is reasonably necessary for a task (e.g., a hearing, negotiation, or complex drafting session), each participant’s time may be billed.

Time is recorded in one-tenth-hour increments and rounded up to the next one-tenth per discrete task. Billable services include, without limitation: intake and fact development; research and analysis; strategy and case planning; drafting, revising, and reviewing documents; communications with Client, counterparties, counsel, experts, and agencies; internal conferences reasonably necessary to advance the matter; negotiation; and preparation for and attendance at meetings, mediations, depositions, hearings, and similar proceedings. Brief, purely clerical tasks are not billed as professional time.

Travel and wait time reasonably necessary for the engagement are billed at the applicable hourly rate, portal-to-portal. Related out-of-pocket travel costs (e.g., mileage, parking, lodging, meals) are billed at actual cost or reasonable estimates if the exact amount is not yet known.

In addition to fees, Client is responsible for reasonable third-party charges and expenses incurred on Client’s behalf, which may include government and court filing fees; registered-agent and business-filing fees; service of process; subpoena, transcript, and court-reporter fees; expert, consultant, mediator, or interpreter charges; postage and courier; certified copies and recordings; notary, recording, and UCC search/filing charges; e-filing, electronic-signature, secure-delivery, conference, or transcript platforms; research-database charges beyond ordinary firm usage; and document reproduction, scanning, or large-format printing. The Firm may advance such costs and bill them to Client, request that Client pay larger third-party charges directly, or require a trust deposit.

Rates may be adjusted prospectively upon written notice and apply to work performed after the stated effective date. Budgets or estimates are good-faith planning tools only and are not caps or fixed fees unless expressly stated in a signed Engagement Document.

At Client’s request, the parties may agree in writing to a reasonable spending cap for a specific matter, phase, or billing period (the “Cap”). Unless expressly stated otherwise in that writing: (i) the Cap limits hourly professional fees only, not costs, expenses, premium or expedited rates, restart fees, or collection efforts; (ii) the Cap applies only to the identified matter/phase/period and does not operate as a global or ongoing cap for other work, future periods, or later assignments; (iii) material scope changes or new tasks may be billed outside the Cap at then-current rates unless the parties agree to expand or restate the Cap; and (iv) when approximately eighty percent (80%) of the Cap is reached, the Firm may notify Client and pause non-emergency work absent written approval to proceed beyond the Cap or to raise or reset it. For clarity, any Cap applies only as stated and does not apply to Continuing Advisory Services unless the Cap language expressly provides so. Client expressly agrees not to withhold or set off amounts due under this Agreement or any Engagement Document.

Trust Account Deposits, When Applicable.

If an Engagement Document requires a deposit for unearned fees or third-party costs, those funds will be deposited to the Firm’s IOLTA trust account and applied as work is performed or costs are incurred. Any unused trust funds will be refunded subject to processor limitations and any applicable terms. Deposits paid by credit card may be subject to nonrefundable processor charges; Client may avoid such charges by paying by ACH, debit, wire, or check.

9. Payment Method on File; Authorization; Verification; Receipts; Processor Terms.

The Firm’s payment-on-file policy is intended as a benefit to clients, allowing them to avoid large up-front retainers and the financial burdens that accompany them. Maintaining a verified payment method on file enables the Firm to commence work promptly without substantial deposits or tying up clients’ funds in trust, to reserve professional time for the matter, and to administer billing efficiently, which helps keep overall costs reasonable for Client and other clients. The policy also offers practical flexibility and convenience in payment. Finally, this arrangement reflects the mutual trust and obligations of the attorney-client relationship and provides reasonable assurance that fees for professional services, time devoted, and conflicts undertaken in accepting the representation will be paid, thereby permitting the Firm to staff and schedule the matter efficiently.

Client agrees to maintain a valid payment method on file with the Firm as a condition of engagement for all matters, including flat-fee and hourly matters. The default payment method is a credit or debit card provided through the Firm’s secure engagement form. Client authorizes the Firm to retain the payment method securely and to charge it for amounts due under this Agreement or any applicable Engagement Document (including any Statement of Work or similar document), including fees, approved costs, and applicable processor charges. The Firm may run a nominal verification transaction, typically one dollar, to validate the payment method before beginning work. For flat fees due at engagement, Client authorizes the Firm to charge the payment method upon execution of the applicable Engagement Document or this Agreement. For hourly matters, Client authorizes charges as invoices are issued or at reasonable interim intervals as work is performed. The Firm will provide a written invoice or receipt describing the services and amounts charged at the time of billing or promptly thereafter, and Client agrees that an advance invoice is not required.

Payments may be subject to processing charges assessed by the processor, which Client agrees to pay in full, irrespective of the amount. Client agrees not to initiate chargebacks for properly authorized and billed legal fees. Client acknowledges that initiating a chargeback without following the required dispute procedure constitutes a material breach of this Agreement. Processor fees deducted on deposits are not reimbursable by the processor; any refund of unused trust funds will exclude nonrefundable processor charges assessed at the time of deposit. If the stored payment method is declined, expired, revoked, unverified, or otherwise fails, the Firm may pause services until payment is resolved and may withdraw consistent with applicable rules.

Client may request, in advance of execution, to provide bank account information through a secure form so that an ACH account, rather than a card, is kept on file. ACH setup and verification are handled by the payment processor and may require one to two business days (or longer). A request to use ACH must be made and fully verified before the scheduled charge date; a request made on or after a due date, or after a charge attempt, does not defer, extend, or excuse payment. Until ACH is verified, the card on file remains the operative method and may be charged to satisfy amounts then due.

The Firm may, in its discretion or following any prior payment failure, require Client to maintain a backup payment method on file as a condition of continuing services and may charge the backup method if the primary method fails or is unverified when payment is due. If Client is unwilling to maintain a verified payment method on file, the Firm may, in special cases and in its sole discretion, discuss a retainer arrangement as an alternative or may decline or discontinue representation.

10. Billing Frequency; Charge Timing; Failed Payments; Dispute Procedure.

Unless a Statement of Work specifies otherwise, the Firm may bill as work is performed, at interim intervals, or at matter milestones, and may charge the payment method on file at those times. If the Firm agrees to delay charging or if Client requests use of a non-card method, the related invoice is due upon receipt and will be charged on the stated due date if unpaid, unless the Firm agrees in writing to a different date. No grace period applies unless expressly stated in an invoice or Statement of Work.

If a charge is declined or a payment method otherwise fails, the Firm will notify Client by email to the address on file. Client shall provide an updated method or cure the failure within two (2) business days of notice. Until cure, the Firm may pause services. Amounts unpaid more than two (2) business days after notice may accrue a late charge of 1.5% per month (18% annually) from the original billing date. The Firm may reattempt failed charges and assess a reasonable $25 administrative fee per returned ACH or failed attempt, in addition to any bank/processor fees. Continued nonpayment may result in withdrawal after reasonable notice, subject to applicable rules. The Firm may bill at its then-current hourly rates for reasonable time spent on collection efforts including but not limited to communications about delinquency, demand notices, responding to chargebacks, and coordination with processors or banks, and pursuing legal remedies. Client is responsible for reasonable costs of collection, including attorney’s fees, court costs, expert fees, and third-party collection charges. Any discretionary courtesy discounts are conditioned on timely, complete payment and may be rescinded if collection becomes necessary.

If Client believes an invoice or charge includes an error, Client may notify the Firm in writing at admin@creativecounsellaw.com within ten (10) days of the invoice or charge date, describing the disputed item with reasonable detail. The Firm will review and correct any mistake. Absent timely written notice, the statement will be deemed accurate and accepted. Client must follow this dispute procedure and may not use a request to change payment method (including a request to set up ACH) to delay or avoid an otherwise due charge. Client agrees not to initiate a card-network dispute or chargeback without first complying with this procedure; doing so constitutes a material breach, and Client remains responsible for the underlying fees and for any processor assessments, retrieval fees, and reasonable attorney’s fees and costs incurred by the Firm in resolving the chargeback. Client shall not withhold, set off, or net any amounts due under this Agreement against any claim or alleged obligation.

11. Client Cooperation; Communications; Scheduling.

Client shall provide accurate and complete information, promptly advise the Firm of material developments, and keep contact information current. The Firm’s primary business hours are 9:00 a.m. to 5:00 p.m. local time on business days.

The Firm communicates primarily by email. Client agrees to use, maintain, and regularly monitor the email address on file; to whitelist the Firm’s domain; and to check spam or junk folders. The Firm may rely on instructions, approvals, and authorizations transmitted by Client via email or the Firm’s secure portal as if provided in writing and signed by Client. If Client prefers encrypted messaging for particular communications, Client shall inform the Firm in advance so that an encrypted channel can be used; otherwise, Client consents to the Firm’s use of standard business email for routine communications.

Text messages, social-media direct messages, and personal cell communications are not monitored outside business hours and are treated as a convenience, not a required channel, as these are not a reliable method for time-sensitive instructions or notices. For confidentiality and privilege, Client agrees to avoid using text or social-media messaging for substantive legal communications. The Firm has no duty to respond to or act on texts or direct messages. In an emergency, Client shall call the Firm’s main line.

Client shall not copy third parties (including family, friends, business partners, accountants, or advisors) on communications with the Firm unless instructed by the Firm, as doing so may waive attorney-client privilege or work-product protection.

Client shall provide documents in reasonably usable formats. Large files shall be transmitted via the Firm’s secure upload link or portal rather than by text or social-media messaging. Client authorizes the Firm to use electronic signatures and standard e-delivery for engagement documents, invoices, and routine filings unless otherwise required by law or expressly requested in writing.

Our Firm operates by appointment only. Business hours are 9:00 a.m. to 5:00 p.m. local time on business days. All meetings, including phone or video conferences, must be scheduled in advance through the Firm. Unscheduled texts, direct messages, or personal-cell outreach to Firm personnel are discouraged, are not monitored outside business hours, and are reserved for emergencies. Communications received after 5:00 p.m. or on non-business days will be treated as received the next business day and will be addressed as soon as practicable.

For hourly work, Client acknowledges and agrees that the Firm may charge a premium rate up to two (2) times the standard hourly rate for (i) meetings or consultations outside business hours; (ii) substantive consultations conducted via personal cell; or (iii) expedited or same-day requests that materially disrupt scheduled work. When feasible, the Firm will advise of the premium at the time of scheduling; advance written confirmation is not required for the premium to apply. The premium does not apply to flat-fee matters unless an applicable Statement of Work provides otherwise. For flat-fee matters, the Firm is not obligated to respond, schedule, or perform services outside business hours. Any off-hours response or accommodation for a flat-fee matter will be at the Firm’s sole discretion.

12. Client Deliverables; Feedback; Inactivity and Restart.

Client shall timely review drafts, proofs, and requests for information, and shall provide consolidated comments, documents, and approvals within the time frames reasonably requested by the Firm. Unless a different schedule is stated in writing: (a) Client will respond to routine requests within five (5) business days; (b) Client will return draft revisions or approvals within five (5) business days of delivery; and (c) Client will meet any earlier deadline identified by the Firm for time-sensitive or externally driven matters. The Firm may rely on Client’s consolidated feedback as complete for the applicable revision cycle.

If Client fails to provide information, approvals, or feedback by the applicable deadline, the Firm may place the matter on hold and reallocate reserved time. The Firm may bill reasonable time spent sending follow-ups and status checks, and any resulting rescheduling or re-prioritization work, at the Firm’s then-current hourly rates. Drafts or analyses outstanding thirty (30) days or more may require re-review to account for changes in law, facts, or strategy; such re-review will be billed at then-current rates (or, for flat-fee matters, may be treated as out-of-scope work under the applicable Statement of Work).

If a matter remains on hold for thirty (30) consecutive calendar days due to Client inaction or unavailability, the Firm may close the matter for inactivity after reasonable notice. To restart any closed or held matter whether hourly or flat fee, Client shall (i) complete any intake/conflicts refresh, (ii) confirm updated scope and deadlines, and (iii) pay an administrative restart fee equal to one (1) hour at Attorney’s then-current hourly rate, due before work resumes. If facts, law, deadlines, counterparties, or scope have materially changed, the Firm may reasonably re-quote the engagement or require a written addendum (including an additional flat fee or hourly treatment for affected tasks). Absent a material change, the original pricing model continues after restart.

Client acknowledges that delays in providing information or approvals may delay work, jeopardize deadlines, increase cost, and may require the Firm to pause work or withdraw consistent with applicable rules.

13. Termination; Suspension; Post-Termination Obligations.

Client may terminate the Firm’s engagement at any time by written notice. The Firm may withdraw upon reasonable notice, or immediately where required or permitted by law or the Tennessee Rules of Professional Conduct, including but not limited to: nonpayment, failed, or withdrawn payment authorization; material misrepresentation or omission; failure to cooperate or to provide timely information, documents, or approvals; Client’s instruction to pursue objectives or means the Firm deems unlawful, unethical, repugnant, or imprudent; conflict of interest; Client’s breach of this Agreement (including communications, scheduling, or payment provisions); Client’s failure to maintain current contact information; or any other fact or circumstance rendering continued representation unlawful, unethical, or impracticable. Where court permission is required, the Firm may move to withdraw and Client shall not oppose the motion.

If amounts due are not timely paid, or if Client fails to provide information or approvals reasonably necessary to advance the matter within five (5) business days of written request, the Firm may pause work and, after providing Client with five (5) business days' written notice, withdraw from representation consistent with applicable rules. The Firm has no duty to continue advising, monitoring deadlines, filing, or taking further action during any suspension for nonpayment or noncooperation.

The Firm may suspend services (including advising, drafting, filing, and deadline monitoring) for nonpayment exceeding fifteen (15) days past due, failed payment method after one unsuccessful attempt to process payment, or material noncooperation after providing Client with five (5) business days' written notice specifying the nature of the noncooperation, and may then withdraw as set forth above provided such withdrawal complies with Tennessee Rules of Professional Conduct Rule 1.16. Suspension or withdrawal does not relieve Client of obligations under this Agreement.

Upon termination or withdrawal, Client remains responsible for all fees earned and costs incurred through the effective date of termination (and any court or administrative appearance reasonably necessary to obtain leave to withdraw). If a flat fee was designated as earned upon receipt for specified services, it is treated in accordance with Rule 1.5(f). Any funds held in trust for unearned work will be refunded as required by the Rules, net of any nonrefundable processor charges deducted at deposit.

Client agrees to execute and deliver any documents reasonably necessary to effect substitution or withdrawal within five (5) business days of written request, including a substitution of counsel, consent order, or notice of withdrawal, and to take any steps required to avoid prejudice (e.g., updating contact information with the tribunal), provided that the Firm has delivered all Client Files and work product to which Client is entitled. If court permission to withdraw is denied, the Firm’s duties will be limited to those the tribunal requires while the Firm renews its request or until permission is granted.

If Client retains successor counsel or terminates the Firm's representation for any reason, all amounts then due and any remaining unpaid balance of estimated fees for work in progress become immediately payable. The Firm may assert and enforce lien rights as allowed by law, including Tennessee Code Annotated § 23-2-102. After termination, the Firm has no duty to advise, monitor, docket, or preserve deadlines, to make filings or appearances, or to update Client on legal developments, except as required by law or tribunal order. The surviving provisions of this Agreement (including payment, interest/late charges, costs of collection, lien rights, dispute resolution, confidentiality, and file retention) remain in effect.

14. Confidentiality.

The Firm will maintain the confidentiality of information relating to the representation in accordance with Rule 1.6 of the Tennessee Rules of Professional Conduct and other applicable laws and rules. The duty of confidentiality survives conclusion of the representation and termination of this Agreement, except as Client expressly waives or as disclosure is permitted or required by law.

Client authorizes the Firm to list Client (name and logo) as a client and to describe services in general, non-confidential terms (e.g., “advised a Tennessee ecommerce company on commercial agreements”) after the engagement becomes public; the Firm will not disclose confidential information, fee terms, or sensitive facts without Client’s written approval. Client may opt out by written notice to the Firm's designated contact, and the Firm will stop new uses within thirty (30) days of receipt of such notice. The Firm shall have no obligation to remove or recall previously published materials, including but not limited to printed materials, archived web pages, third-party publications, or historical social media posts.

15. Conflicts; Competitors; Positions.

For conflicts purposes, “Client” means only the person or entity named in the applicable Engagement Document; affiliates (parents, subsidiaries, owners, directors, officers, employees) are not clients unless the Engagement Document expressly includes them. Client understands the Firm represents many clients, including competitors and counterparties. Client gives advance informed consent for the Firm to represent other clients whose interests may be adverse to Client in matters that are not the same or substantially related to the Firm’s work for Client, provided the Firm complies with the Rules of Professional Conduct, protects Client’s confidential information, and no lawyer at the Firm is adverse to Client in the same or a substantially related matter. Client also consents to the Firm taking legal positions for other clients that may differ from positions taken for Client in unrelated matters. If direct adversity arises in the same or a substantially related matter, the Firm will seek a matter-specific written waiver; if not granted within five (5) business days of request, the Firm may decline the new matter or withdraw from either matter as required by the Rules of Professional Conduct, and Client shall remain liable for all fees and costs incurred through the date of withdrawal and shall hold the Firm harmless from any consequences of such withdrawal. The Firm may use ethical screens where appropriate. Nothing in this section requires the Firm to accept any future matter for Client.

16. Testimonials; Name/Logo; Marketing Use.

Client authorizes the Firm to quote Client’s feedback or testimonial and to use Client’s name and logo in marketing materials (including the Firm’s website, proposals, and social media), provided the Firm does not disclose confidential information and complies with applicable professional-responsibility rules. Client grants the Firm a non-exclusive, royalty-free, worldwide license to reproduce, display, and distribute any testimonial Client provides (including statements the Firm accurately transcribes from Client’s written or recorded remarks) and to lightly edit for length, grammar, or clarity without changing meaning. Upon request, the Firm will submit any edited testimonial to Client for one-time approval before publication. Client shall respond within five (5) business days of submission; failure to respond shall be deemed approval. Client's approval or deemed approval shall be final, and Client waives any right to later challenge the testimonial's accuracy or use. The Firm may display a disclaimer such as “Past results and client experiences do not guarantee similar outcomes.” The Firm will not compensate Client for testimonials unless permitted and clearly disclosed as required by the rules. At Client’s option, the Firm will use initials or a general descriptor instead of Client’s full name/logo. Client may revoke consent prospectively by written notice to the Firm's designated contact; the Firm will cease new uses within thirty (30) days of receipt of such written notice. The Firm shall have no obligation to remove, recall, or modify previously published materials in any medium, including but not limited to printed materials, archived web pages, third-party websites, social media platforms, video content, podcast episodes, or any materials outside the Firm's direct control. Client represents that any testimonial reflects Client’s honest opinions and that Client has authority to grant this permission.

17. Conclusion of Services; Client File; Delivery; Retention; Destruction; Liens.

 When services conclude for a matter (by completion, termination, or withdrawal), all unpaid charges are immediately due. Subject to applicable law and tribunal orders, the Firm will make the Client File available upon written request and after payment in full of all sums owed to the Firm under this Agreement and any Engagement Document, including all fees, costs, expenses, interest, and collection costs, whether or not related to the specific matter for which the file is requested. “Client File” means papers and property to which Client is entitled under the Tennessee Rules of Professional Conduct, including: executed or filed pleadings, correspondence to/from Client or third parties, final work product delivered to Client, discovery produced by or to Client, materials Client supplied, and critical original instruments (e.g., executed agreements).

Unless otherwise required by law or tribunal order, the Firm is not obligated to provide internal administrative records or attorney work materials that are the Firm’s property, including but not limited to: internal emails, conflict checks, time/ billing records, templates and forms, research banks, preliminary drafts and markups not sent to Client, attorney notes and mental impressions, and internal strategy memoranda (collectively, “Firm Materials”). The Firm may, in its sole discretion, provide copies of Firm Materials. If the Firm elects to provide such materials, Client shall pay in advance the Firm's then-current hourly rates for attorney and staff time to review, redact, and produce such materials, plus reasonable copying, scanning, and delivery costs. The Firm reserves the right to decline to produce Firm Materials for any reason.

Upon request and after payment of all sums due, the Firm will deliver the Client File by secure electronic download/portal or other commercially reasonable method. Physical originals, if any, will be made available for pickup or shipped at Client’s expense. Client shall promptly confirm the destination email and/or physical address; the Firm may rely on the contact information on file. Routine file deliveries are fulfilled within a reasonable time, generally within fifteen (15) business days of receipt of written request and full payment of all amounts due, though the Firm makes no guarantee of any specific timeline. Expedited deliveries (requested sooner than two business days) may incur additional administrative time. Client agrees to pay, in advance, reasonable copy/scan/postage or courier costs and reasonable administrative/retrieval time at the Firm’s then-current hourly rates.

The Firm may maintain the Client File in electronic form and may digitize physical materials. Unless a longer period is required by law or tribunal order, the Firm will retain the Client File for five (5) years after conclusion of the matter and may thereafter destroy it without further notice to Client, using secure methods. Client acknowledges that after destruction, the Firm has no obligation to recreate or reconstruct any files and bears no liability for Client's inability to obtain destroyed files. The Firm may destroy duplicate copies and non-substantive materials earlier in its discretion. Client bears responsibility for preserving any delivered copies after transfer.

Any funds remaining in trust at conclusion will be handled in accordance with applicable rules. If a payment processor previously deducted nonrefundable processing charges at deposit, any refund of unused trust funds will be net of those processor charges.

To the extent permitted by law, the Firm may assert a retaining lien on papers and property in its possession and a charging lien as allowed by Tenn. Code Ann. § 23-2-102 to secure payment of outstanding fees, costs, or expenses. The Firm will not withhold items necessary to avoid foreseeable prejudice in a pending matter where withholding is prohibited by law or tribunal order; in such cases, the Firm may require reasonable assurances of payment or court direction.

After conclusion of services for the matter, and except as required by law or tribunal order, the Firm has no duty to advise, monitor, docket or preserve deadlines, make filings or appearances, or update Client regarding later legal developments.

18. Ownership of Work Product; License; Client Pre-Existing Materials.

Upon full payment of all fees and costs due under this Agreement and the applicable Engagement Document, Client owns all work product specifically created for Client, including contracts, agreements, corporate documents, opinion letters, and similar deliverables prepared specifically for Client's use under the Engagement Document (the "Work Product"). The Firm retains ownership of all attorney work product, internal research memoranda, strategy notes, templates, forms, and other materials that constitute the Firm's intellectual property or attorney work product under applicable law. Client receives a non-exclusive license to use the Work Product solely for Client's internal business purposes. The Firm retains the right to display Work Product in redacted or anonymized form for marketing purposes, samples, or portfolio use, provided no confidential client information is disclosed and the use complies with Tennessee RPC 1.6. Client Pre-Existing Materials: The Firm acquires no ownership interest in any intellectual property, materials, information, or documents owned or controlled by Client prior to this engagement or developed by Client independently of the Firm's services. Client grants the Firm a limited license to use Client's pre-existing materials solely to the extent necessary to provide the Services under this Agreement.

19. Disclaimer of Guarantee; Estimates; Scope of Services; No Tax Advice.

The Firm will provide diligent, professional services, but no particular outcome, result, recovery, or timeline is promised or guaranteed. Any statements about potential results, strategy, exposure, or timing, whether oral or written, are expressions of professional judgment and opinion only and are inherently uncertain. Estimates of time, cost, or budget are forecasts for planning purposes; they are not caps, fixed quotes, or commitments unless expressly designated as such in a signed Statement of Work. Case posture, facts, law, opposing parties and counsel, third parties, agencies, and tribunals are outside the Firm’s control and may materially affect timing, cost, and results. Client acknowledges that it is impossible to predict with certainty how long services will take or what the outcome will be, and agrees not to rely on any statement by the Firm as a promise or guarantee unless expressly set out in a signed writing.

Unless expressly stated in an Engagement Document the Firm does not provide tax advice or tax-related services. Any discussion of tax matters is for general information purposes only and not intended as tax advice. Questions relating to tax considerations may arise in the course of legal services, but the Firm’s comments on tax topics are for general orientation only and are not a substitute for tax advice. Client agrees to obtain tax advice from a qualified tax professional and acknowledges that the Firm is not responsible for the tax consequences of Client’s decisions.

20. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND THE TENNESSEE RULES OF PROFESSIONAL CONDUCT, IN NO EVENT WILL THE FIRM'S LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY Engagement Document EXCEED THE TOTAL FEES ACTUALLY PAID TO THE FIRM UNDER THE APPLICABLE Engagement Document FOR THE MATTER GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL THE FIRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST REVENUE, OR LOST DATA) EVEN IF THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation of liability does not apply to claims arising from the Firm's intentional misconduct, fraud, or gross negligence, or to the extent prohibited by the Tennessee Rules of Professional Conduct or other applicable law. Client acknowledges that legal outcomes are inherently uncertain and depend on many factors beyond the Firm's control, including facts, applicable law, changes in law, actions of opposing parties and counsel, decisions of courts and agencies, and other circumstances. No guarantee of any particular result has been made.

21. Governing Law; Severability; Effective Date.

This Agreement shall become effective upon the Client’s satisfaction of all conditions set forth herein. The provisions of this Agreement are severable. This means that if one or more provisions of this Agreement are found to be void or unenforceable for any reason, the remaining provisions of this Agreement will still apply. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect and shall be construed to effectuate the parties’ intent without prejudice to the drafter. All of the rights and obligations of Attorney, Firm and Client arising under or related to this Agreement shall be governed by the laws of the State of Tennessee. In the event the Agreement does not become effective, Client agrees to pay Firm for the reasonable value of any legal services provided to Client at the Firm's then-current hourly rates.

22. Arbitration.

Any controversy, dispute, or claim arising out of or relating to fees, charges, performance of legal services, obligations reflected in this Agreement, or any aspect of the Firm’s representation of Client shall be resolved by confidential, binding arbitration in Knoxville, Tennessee, before a single neutral arbitrator, with costs allocated by the arbitrator. Judgment on the award may be entered in any court with jurisdiction. By agreeing to arbitration, Client understands and agrees that Client is waiving the right to bring an action in court and the right to a jury trial for covered disputes. Nothing in this paragraph limits the Firm’s right to seek interim relief in court to protect its lien or to enforce payment obligations pending arbitration. YOU ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, YOU ARE RELINQUISHING YOUR RIGHT TO BRING AN ACTION IN COURT AND THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY.

23. Notices.

Notices may be delivered by email to the address on file or by message through the client portal and are deemed delivered when sent or posted. Failure to read, access, or maintain that email or portal is not a defense to notice. Client expressly agrees to keep contact information current.

24. Entire Agreement; Assignment; Electronic Communications and Signatures; Survival.

This Master Engagement Agreement and any applicable Engagement Document (including any Statement of Work, fee letter, or similar document) constitute the entire agreement concerning the engagement and supersede prior discussions on this subject. Amendments must be in a writing signed by both parties. Assignment: Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the Firm's prior written consent. The Firm may assign this Agreement to a successor law firm or in connection with a sale of the practice pursuant to Tennessee RPC 1.17. Any attempted assignment in violation of this provision is void. The Firm may communicate and deliver invoices and receipts electronically. Electronic signatures, scanned signatures, and counterparts are valid, effective, and enforceable under the ESIGN Act and the Tennessee Uniform Electronic Transactions Act. The following provisions survive termination: payment obligations, lien rights, arbitration, confidentiality, file retention, and governing law.

25. Rules of Construction.

The parties have had the opportunity to review this Agreement with counsel. No presumption or rule of construction shall apply against the drafter. Headings are for convenience only. “Including” means “including without limitation.”

26. Confirmation of Agreement.

By executing an Engagement Document (such as a Statement of Work, consultation confirmation, or similar document) that incorporates this Master Engagement Agreement by reference, Client: (i) accepts these terms; (ii) confirms Client has read and understands them and has had the opportunity to ask questions and consult independent counsel; (iii) acknowledges the payment-on-file terms (including charge authorization and processor disclosures) and the related billing, dispute, and failed-payment provisions; and (iv) acknowledges that the Firm may adopt and update Firm ToS by notice and posting, and that Client’s continued use of the Firm’s services, portal, or electronic delivery after the stated effective date constitutes acceptance of updated Firm ToS.

NOTE: This Master Engagement Agreement is incorporated by reference into the Engagement Document for your specific matter. You will not sign this Agreement separately. Instead, you’ll sign a Statement of Work, consultation confirmation, or other written Engagement Document that refers to this Agreement and describes the scope and fees for your matter.

We appreciate your trust in our Firm and the opportunity to serve as your legal counsel, and we look forward to working with you.