Case ID: 140801531

Filed and Attested by

PROTHONOTARY
12 AUG 2014 05:58 pm
K. EDWARDS
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Filed and Attested by
PROTHONOTARY
12 AUG 2014 05:58 pm
K. EDWARDS
Case ID: 140801531
Standard Terms of Engagement
for Legal Services
Case ID: 140801531
Scope of Work to be Performed by Stradley Ronon
Stevens & Young, LLP
We will provide competent representation of your
interests, consult with you regarding your objectives and
endeavor to keep you advised of the status of your matter(s)
to the extent necessary to enable you to make informed
decisions. Expressions on our part concerning the probable
outcome of our representation will reflect our best
professional judgment, but are not guarantees, as they are
limited by our knowledge of the facts and are based on the
state of the law at the time they are expressed.
We will maintain confidentiality with regard to the
handling of your matters as well as any other information you
provide to us, except to the extent that you consent to the
contrary, or as necessary to carry out our representation, or as
required by the ethical rules governing lawyers or by
applicable law.
In order to serve you, we ask that you cooperate with
us by responding to any inquiries we make, provide written
materials or documents in a timely manner, and otherwise
provide us with any and all information necessary for us
to represent you. Failure to provide such information could
prejudice the quality of our representation and advice to
you, and could ultimately reduce the effectiveness of
our representation.
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W
e are pleased that you have retained
Stradley Ronon Stevens & Young, LLP, to
represent you. We look forward to working
with you to meet your business needs and legal
objectives. This pamphlet contains the standard terms
and conditions applicable to the engagement of
Stradley Ronon Stevens & Young, LLP, as your
attorneys. Unless expressly stated in the initial
Engagement Letter accompanying this pamphlet, the
following constitutes our agreement for the provision of
legal services to you. You should carefully review the
pamphlet and contact us if you have any questions.
Case ID: 140801531
Unless otherwise agreed to and made a part of the
Engagement Letter, if the scope of our engagement involves
providing you with written tax advice, or if during our
representation of you we provide you with written tax advice,
please be advised, to insure compliance with requirements
imposed by the Internal Revenue Service, any such advice is
not intended or written to be used and cannot be used by you
for the purpose of avoiding United States Federal tax penalties
that may be imposed. If such advice is used to promote,
market, or recommend any transaction or investment, the
advice is written to support the promotion or marketing of the
transaction or matters addressed and each taxpayer should seek
advice based on the taxpayers particular circumstances from
an independent tax advisor. For additional information on
these and other rules governing providers of written tax
advice, please go to our Web site at www.stradley.com and
click on the Disclaimer at the bottom of the home page.
Provision of Legal Services and the Basis of our Fees
The principal attorney handling your matters will
supervise your work, or parts of it, and will also supervise the
work performed by other attorneys, legal assistants or other
professionals in the firm. We may use other attorneys, legal
assistants, contract attorneys and other professionals for the
purpose of involving those with a particular knowledge in a
given area or for the purpose of otherwise providing service in
the most efficient and timely manner.
We record our time in tenths of an hour. In most cases,
we determine the amount charged for our legal services by the
time expended by attorneys, legal assistants and other
professionals at their hourly billing rates. If we have agreed to
an alternate basis for calculating your fees, it is set forth in the
accompanying Engagement Letter.
Our hourly rates usually change at the beginning of each
calendar year to take into account current levels of legal
experience, changes in overhead costs and other factors. Upon
request, we will furnish to you the current hourly rates of the
attorneys, legal assistants and other professionals who we
anticipate will be working on your matters. Also upon request,
we will endeavor to provide an estimate of the amount of
fees and costs likely to be incurred in connection with a
particular matter.
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The fees and costs related to a matter are not predictable
and if we provide you with a budget, it will constitute our best
estimate, at the time, of the cost of the engagement, based
upon information then available to us. We make no
commitment to you concerning the maximum fees and costs
that will be necessary to resolve or complete a matter. Unless
otherwise set forth in the Engagement Letter, payment of the
firms fees and costs is in no way contingent on the ultimate
outcome of the matter.
Under certain circumstances, we will accept
representations on a fixed-fee basis. If we have agreed to a
fixed-fee arrangement, it is set forth in the Engagement Letter.
Additionally, we occasionally undertake certain
representations on a contingent fee basis. Contingent fee
arrangements are set forth in a separate contingent fee
agreement that accompanies the Engagement Letter.
Disbursements and Other Expenses
We will charge you an amount established by the firm
for photocopies, computerized legal research, toll and long
distance telephone charges, air freight charges, facsimile
transmissions, in-house messenger services, postage and
overtime staff charges. Upon request, we will furnish to you a
summary of the current charges for these services. We will
also pass along to you certain costs that we have incurred on
your behalf for services provided by third parties. These
include, but are not limited to, travel and lodging expenses,
meals, courier services, special copy services, filing and other
court fees, arbitration and mediation fees, and fees paid on
your behalf to expert witnesses, court stenographers, title
companies and other service providers. In most cases, these
charges will be billed to you on your monthly statement.
We try to manage our own business efficiently so that we
can deliver legal services to our clients in a cost-effective way
but do so consistently with our obligations to preserve client
confidences. Like many organizations, we may decide that we
can operate more efficiently by outsourcing certain functions,
including delivery, storage, duplicating and information
technology. From time to time, we may use a third party to
assist us in the collection of older accounts receivable, and we
use the services of consultants and hardware and software
vendors to advise us on the efficient operation of our firm and
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the effective use of our systems. These parties may have some
access to client confidential information in performing their
services. All are bound by duties of confidentiality so that
their obligations to preserve confidentiality are the same as
that of our own employees, and we recognize that the ultimate
responsibility for preserving our clients confidences rests
with the firm. You consent to our allowing nonemployees
access to information as outlined in this paragraph.
On occasion, we will ask that arrangements be made
between you and a third party directly for the payment of
services provided on your behalf. These include any costs for
services performed by third parties on your behalf that
exceed $500.
All such costs and expenses, whether or not paid by us,
are contracted for by us as your agent and you agree to pay
these costs promptly.
Retainers
For new clients and in certain other cases where we
deem it appropriate, we require the advance payment of a
retainer in an amount we specify to serve as both an advance
payment of and security for our fees. The attorney in charge
of your representation will advise you of the amount of the
retainer we will require before we can commence work. If the
amount of the retainer proves insufficient, we may require
that it be increased. We treat all retainer payments as funds of
our firm upon receipt; we reserve the right to apply retainer
amounts to payment of our fees and costs. We will expect you
to replenish the retainer upon request. We reserve the right to
suspend representation if the retainer is not replenished within
thirty (30) days of the date you were notified to do so.
At the conclusion of our representation, we will return to
you the balance of any remaining retainer after deducting our
fees and costs. If you terminate our representation of you,
unless otherwise agreed upon in advance in writing, we will
refund to you any portion of the retainer not applied by or
owed to us for our fees and costs with respect to services
performed and disbursements accrued prior to such
termination.
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Conflicts
The firm has more than 195 lawyers in different cities.
Our conflicts process involves the application of the standards
set forth in applicable Rules of Professional Conduct. We do
not undertake to check or disclose other relationships. For
example, our conflicts process will not necessarily reveal and
we do not check to determine whether other clients of the firm
may be your competitors or may take positions on the subject
matter of certain issues that may be adverse to or inconsistent
with positions you may favor respecting that subject matter.
In addition, the nature of our practice is such that
occasionally the firm may concurrently represent a client that
is adverse to another client in a case or matter that is not
substantially related to our current representations of either
client where, in our professional judgment, we can undertake
the concurrent representation without adversely limiting the
responsibilities we have to either client. In such a situation,
we give careful consideration to the needs of both clients
before undertaking any such representation. Where
appropriate, we will provide you with a separate conflicts
waiver letter.
Options Available to Clients Where the Firm
is Holding Client Funds
The firm currently has two types of accounts into which
client funds can be deposited. One type of account is an
interest bearing account registered under the name of the
client, on which the client earns interest on deposited
amounts. The other type is an IOLTA (Interest on Lawyer
Trust Account) account, an un-segregated trust account for the
deposit of qualified funds by a lawyer. Clients receive no
interest on IOLTA funds; interest on IOLTA funds is
transmitted to each jurisdictions respective IOLTA Board,
and is used for the delivery of civil legal assistance to the
poor, educational legal clinical programs and the
administration of justice. In general funds may be deposited
into an IOLTA account when they are nominal in amount or
are reasonably expected to be held for such a short period of
time that sufficient interest income will not be generated to
justify the expense of administering a segregated account.
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Under the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank), all client funds deposited in a
firms IOLTA accounts will be fully insured by the FDIC,
regardless of amount through December 31, 2012. Unless the
rule is renewed, after that date these accounts will be subject
to the basic FDIC insurance amount.
Client funds deposited in non-IOLTA interest bearing
accounts are not protected by Dodd-Frank in the event of a
bank failure. Those deposits continue to be subject to the
current FDIC insurance limit of $250,000 per depositor per
bank. Under Dodd-Frank a clients individual deposits in a
bank will not be aggregated with the clients funds in one of
the firms accounts in the same bank for purposes of
determining the level of deposit insurance coverage.
Under most circumstances, clients may direct the firm to
place client funds into accounts that bear interest for the client
or, instead, into an IOLTA non-interest-bearing account.
Clients directing the firm to place client funds into accounts
that bear interest must provide the firm with the clients Social
Security Number or EIN.
Frequency of Billing, Payment Terms
and Payment Disputes
We render statements for legal services and expenses
monthly unless otherwise set forth in the Engagement Letter.
The detail contained in the statement is intended to inform
you about the fees and disbursements incurred and the nature
and progress of the work performed. These invoices usually
contain confidential information protected by legal privileges,
which may be waived if you do not treat them as confidential.
All invoices are due upon presentation. If any invoice is
not paid within fifteen (15) days of its date, interest may be
imposed at the rate of 1/2% per month, except as and where
prohibited by applicable law. Additionally, we may postpone
or defer providing additional services or discontinue our
representation if billed amounts are not paid when due. If a
delinquency continues and you do not arrange payment terms
satisfactory to us, we may pursue collection of your account.
You agree to pay the costs of collecting any such delinquency,
including court costs and reasonable attorneys fees.
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Termination of our representation does not discharge your
obligation to pay our firm all amounts due.
If the matter in which you have engaged us to represent
you is covered by insurance, at your instruction, we will
cooperate with your insurance carrier and insurance
professionals by providing information regarding your claim
and copies of your billings. However, insurance companies
sometimes dispute the issue of coverage and the amount, if
any, they are willing to pay their insureds independently
retained counsel. In addition, insurance carriers sometimes
impose delays before payment. Accordingly, we will bill our
fees and costs directly to you, and payment will be due from
you on a current basis, whether or not your carrier eventually
reimburses you.
In the unlikely event of a billing or payment dispute,
please address your concerns to the attorney with whom you
are working on this matter within thirty (30) days of receipt of
our invoice. If we do not hear from you within this time, we
will assume that the invoice presented to you represents a fair
and reasonable charge for the services rendered and expenses
incurred on your behalf, and we will expect payment in full of
such invoice.
Termination of Representation and Retention
and Disposition of Records
You may terminate our representation of you at any time.
In the event that you choose to change representation to any
attorney outside of our firm, we will require written notice
authorizing the transfer of your files, as well as written
acknowledgement of your responsibility to pay any
outstanding accounts receivable and unbilled time.
We typically maintain a file of documents during the
representation. You agree that work product prepared for the
internal use of our lawyers, such as drafts, notes, internal
memoranda, and legal and factual research, including
investigative reports, remains our property. At the conclusion
of this matter or any other representation we undertake on
your behalf, you agree that all electronic and hard copies of
documents or data we have in the file relating to the matter (or
other representation, as applicable), whether we may have
received them from you, received them from others, or
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created them ourselves, may be handled and ultimately
destroyed in accordance with our record retention policy then
in effect. However, if you make a written request for the
delivery of specific documents while we still retain them, and
if we have received payment of all of our invoiced fees and
costs, all documents in our file that you so request (other than
documents that remain our property as described above) will
be delivered to you at your expense.
The ethical rules governing attorneys specify several
types of conduct or circumstances that require or allow us to
withdraw from representing you. These include, for example,
non-payment of fees or costs, misrepresentation of or failure
to disclose material facts, actions contrary to our advice,
conflicts of interest with another client or failure to return the
signed Engagement Letter. We will attempt to identify in
advance and discuss with you any situation that may lead to
our withdrawal. Should we have to withdraw from
representing you, we will give you prompt notice.
If you discharge us or we elect to withdraw, you will take
all steps necessary to free us of any obligation to perform
further, including executing any documents necessary to
complete the termination of the representation. We will take
all steps that are ethically and reasonably practicable to
protect your interests until our withdrawal is complete. If a
discharge or a withdrawal occurs, we will be entitled to be
paid or reimbursed for all costs and expenses paid or incurred
by us on your behalf, and we will also be entitled to be paid a
reasonable fee for those professional services we have
rendered to you through completion of the termination
process and for which we were not previously paid.
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www.stradley.com
Rev. 7/11
Case ID: 140801531
Case ID: 140801531
Filed and Attested by
PROTHONOTARY
12 AUG 2014 05:58 pm
K. EDWARDS
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531
Case ID: 140801531