Succession Plan Package Agreement

This Fee Agreement (“Agreement”) is a contract and describes what legal services will be provided and the nature and limits of the attorney-client relationship between the attorney and the client.

Who are you working with and who is the client?

This Agreement is between you (“Client”) and the Surge Business Law PLLC team, an Iowa law firm, practicing at Surge Business Law PLLC at 5335 Merle Hay Rd Ste 7, Johnston, IA 50131 (“Attorney”). This Agreement becomes effective the earlier of Effective Date, or when Attorney begins the services for Client outlined in this Agreement (“Effective Date”).

What services will be provided?

Client hires Attorney to provide legal and business services. The specific services, deliverables, and any time limits for a purchase are described on the estimate or order Client receives at checkout (the “Estimate”). The Estimate is part of this Agreement. Where the Estimate lists services as included, those services are available to Client on the terms and within the time stated on the Estimate; Client may use them or not, and unused included services do not reduce the fee.

Attorney will provide the services reasonably required to represent the Client and the Client’s best interests. Attorney will take reasonable steps to keep Client informed of progress and to respond to Client’s questions.

Client’s duties

Client agrees to be truthful with Attorney and not withhold information. Client also agrees to cooperate, to keep Attorney informed of any information or developments which may come to the Client’s attention, to pay Attorney’s bills on time, and to ensure Client’s contact information is up to date. Where the Estimate sets dates for Client to complete intake, provide information, schedule included meetings, or sign documents, Client agrees to meet them. If Client does not, Attorney will deliver the work on the schedule stated on the Estimate using the information Client has provided, with any missing items marked for Client to complete. Client may still ask Attorney to review and finish those items during any membership period included with the purchase.

What services will not be provided?

• Attorney is not providing tax advice concerning any of the services described in this Agreement. Client should seek the advice of a tax professional regarding the potential consequences of these matters.
• Attorney is not representing Client in any litigation matters for services performed under this Agreement. Litigation services, if required, will be provided under a separate agreement.
• Services listed as not included on the Estimate are outside the scope of this Agreement and will be quoted separately if Client wants them.

What are the costs and when is payment due?

The services covered under this Agreement are charged at a flat rate or an hourly rate, as shown on the Estimate. Some services are provided at a flat rate and the price for these services is listed on the website. Additional legal work is billed at the hourly rate.

Unearned fees are held in Attorney’s trust account and withdrawn as each deliverable listed on the Estimate is sent to Client. Where the Estimate assigns an amount to a deliverable, that amount is earned when the deliverable is sent, whether or not Client has used the included meetings, revisions, or signing sessions that go with it. Attorney will send each deliverable by the date stated on the Estimate. If Attorney’s services end before a deliverable is sent, the unearned portion will be refunded.

Attorney will incur various costs and expenses while performing the required services under this Agreement. Client agrees to pay for all costs, disbursements, and expenses in addition to the above fees. The costs commonly include regulatory filing fees, notary fees, postage, and travel costs.

Memberships included with a purchase

When a purchase includes a period of Momentum or another membership, the membership begins on the purchase date and is governed by the membership’s own terms. If Client is already a member, the included period is added to the end of Client’s current term. An included membership is part of the purchase price and is not refunded separately if the engagement ends early.

Representing more than one client

Some services involve more than one client, such as a business and its owner, or an owner and the owner’s spouse. When that happens, each is a client of Attorney for that service and this Agreement applies to each of them. Attorney will treat information from any of them as shared with the others for that service; Attorney cannot keep secrets between joint clients. If the clients’ interests come into conflict and the conflict cannot be resolved, Attorney may have to withdraw from representing some or all of them. By purchasing a service that includes documents for more than one person, each person consents to this joint representation.

Power of Attorney

Client gives the Firm a power of attorney to execute all documents which are necessary or desirable to proceed with legal representation on the matter, such as a new trademark application, Statement of Use, Office Action response, changes to a current pending application or registration, and the like. Client designates Attorney Matthew Nuzum as its representative with power to bind Client in connection with representation under this engagement.

Confidentiality

Client agrees that Attorney may share general details about the work done for Client as part of a portfolio of work and use Client as a reference for others seeking similar work. Attorney will maintain the confidentiality of all Client’s trade secrets, competitive advantages, and non-public intellectual property and will not share or discuss sensitive details about the work performed for Client or about Client or Client’s business operations.

How will the Relationship End?

Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of Iowa and/or applicable law. Attorney may withdraw if Client’s conduct renders it unreasonably difficult for the Attorney to carry out the services effectively or if Client fails to pay Attorney’s fees or costs as required by this Agreement. Notwithstanding the discharge, Client will remain obligated to pay Attorney at the agreed rates for all services provided and to reimburse Attorney for all costs advanced.

Conclusion of Services

When Attorney’s services conclude, whether by completing the services covered by this Agreement, which for a flat-fee purchase occurs when the final deliverable listed on the Estimate is sent, or by discharge or withdrawal, all unpaid charges for fees or costs will be due and payable immediately. Client may have access to Client’s case file at Attorney’s office at any reasonable time. At the end of the engagement, Client may request the return of Client’s case file. If Client has not requested the return of Client’s file, Attorney will retain the case file for a period of seven years, after which Attorney is authorized by this agreement to destroy the case file. If Client requests Attorney to return Client’s case file, Attorney is authorized to retain copies of the case file at Attorney’s expense.

Additional Information

Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as a promise or guarantee about the outcome of the matter. Attorney makes no such promises or guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion only and will not be construed as promises or a guarantee.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. This Agreement may be modified by subsequent written agreement signed by both parties. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF MORE THAN ONE CLIENT SIGNS OR RATIFIES THIS AGREEMENT, EACH AGREES TO BE LIABLE, JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS AGREEMENT. CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS AGREEMENT.

A Note About Our Representation Agreement and Your Trust

This is our standard representation agreement for non-litigation business matters. We generally do not negotiate individual provisions because our team manages 50–100 transactional projects at a time, and consistent agreements allow us to provide efficient, predictable services to all our clients.

How we earn your trust

• Transparent pricing. We publish pricing information on our website so you understand our fees before deciding to work with us. We strive to make the cost of our services clear and predictable.
• Accessible communication. We make it easy to contact our team, ask questions, and stay informed about your legal matters.
• Professional accountability. Our attorneys are subject to enforceable Rules of Professional Conduct. These obligations apply independently of our representation agreement and cannot simply be waived by contractual language.

Our ethical obligations to you

The following principles are established by the American Bar Association’s Model Rules of Professional Conduct and reflected in the professional conduct rules governing our attorneys in each state:

• Your authority over the representation (ABA Rule 1.2). You determine the objectives of our representation. We may exercise professional judgment and take authorized actions to accomplish those objectives, but important decisions reserved to the client, including whether to settle a dispute, remain yours.
• Communication (ABA Rule 1.4). We must keep you reasonably informed, respond to reasonable requests for information, and explain matters sufficiently for you to make informed decisions.
• Confidentiality (ABA Rule 1.6). We must protect information relating to your representation, subject to the exceptions established by applicable law and professional conduct rules.

These are not merely customer service commitments. They are professional obligations backed by disciplinary enforcement, which can include suspension or disbarment for serious violations. The applicable Iowa or Texas rules govern our attorneys, rather than the ABA Model Rules themselves.

What this means for our agreement

Some provisions of this agreement give our attorneys discretion or authority to act efficiently on your behalf. Those provisions must be understood in the context of our professional obligations, the agreed scope of representation, and your rights as a client. They do not give us unlimited authority to disregard your objectives or eliminate duties imposed by applicable law.

Our goal is not merely to satisfy the minimum ethical requirements. We strive to exceed them by being transparent, accessible, and proactive in protecting our clients’ interests.