Terms of Engagement

TERMS OF ENGAGEMENT FOR LEGAL SERVICES

The following is an explanation of the basis on which Golan Christie Taglia LLP bills for its services and the expenses and advances incurred on behalf of its clients, and details various practices and policies at the Firm which govern the relationship between Golan Christie Taglia LLP and its clients:

We normally submit invoices to our clients monthly during our engagement unless otherwise agreed. This procedure ensures that our clients have a current understanding of our charges and can intelligently budget legal expenses. Invoices are usually most influenced by the amount of time expended and the current hourly billing rates of the lawyers involved in the matter. Each invoice is ordinarily reviewed by the attorney who has primary billing responsibility for that particular client prior to its submission to the client for payment. The attorney reviews the time recorded to the client's account since the last billing. The purpose of the review is to determine whether the invoice should be calculated solely on the basis of the time recorded or should be adjusted according to the circumstances.

The current hourly billing rates of attorneys and paralegals in our Firm are as follows: Partner rates range from $295.00 to $505.00 per hour; associate attorney rates range from $220.00 to $335.00 per hour; of-counsel attorney rates range from $250.00 to $375.00 per hour; and paralegal rates range from $80.00 to $200.00 per hour. Typically, the more experience an individual has, the higher the hourly rate. Ordinarily, we review and adjust our billing rates annually.

Golan Christie Taglia LLP may utilize other attorneys and paralegals in the Firm to work on a client’s matters. These individuals operate under the supervision of the attorney having primary responsibility for the client.

Clients are also billed for expenses incurred in connection with handling their matters, such as photocopying, printing, litigation support, special mail services, messenger and overnight delivery services; for advances incurred on behalf of a client such as filing fees, court reporters, consulting fees, printing, computerized legal research and travel expenses; and for items purchased and used exclusively in connection with a particular client’s matters. In order to better serve our clients and to reduce expenses attributable to the use of out-of-office litigation data management services, Golan Christie Taglia has developed a proprietary E-Litigation system utilizing third party software and customized protocols. When the Golan Christie Taglia E-Litigation system is utilized, clients will be charged additional fees for the use of such system which will be in accordance with out then current E-Litigation fee schedule. These fees are in addition to the hourly or flat fee requested above, if any.

We ask and expect payment of our invoices within thirty (30) days of the date of the invoice since delayed payment adds to our overall costs of providing services. To avoid burdening our clients who pay promptly with these additional costs, we reserve the right to charge interest at the rate of 15% per annum on the amount of any invoice that remains unpaid for more than forty-five (45) days after the date of the invoice. In addition, we reserve the right to discontinue performance and to withdraw as your attorneys, regardless of the status of any matter in which we may be involved and regardless of whether it may prejudice your position if any invoice remains unpaid for more than sixty (60) days after the date of the invoice.

All funds deposited into our Client Trust Account other than by wire transfer will be held for a period of ten (10) business days before disbursement.

It is of the utmost importance for us to know at all times that you are satisfied with the legal services being provided by Golan Christie Taglia LLP. So that there will always be full and open communication between us, and so that we may clearly understand and promptly deal with any concerns a client may have about our services, any questions concerning a particular invoice or about our legal services should be raised within thirty (30) days of the date of the invoice or the occurrence of the event which causes you concern.

Except for original corporate records or any records or files which we receive from you or third parties with the understanding that they belong to you, it is agreed that all of our files, copies of documents, correspondence or other materials which we may accumulate in connection with our representation of you, including copies of materials filed with any regulatory agency, shall be the property of Golan Christie Taglia LLP. You may have copies at any time during our representation of you. Upon the termination of the engagement and upon request, we will return your property to you within thirty (30) days of such termination, provided that all fees and charges billed by Golan Christie Taglia LLP have been paid in full. Copies of our files and other materials which we may have accumulated during our representation will thereafter be made available to you, at your expense, while we retain them. However, it is specifically agreed that we have the right to dispose of our files at such time as we determine that such files no longer need to be retained. After disposal, these materials will no longer be available. In the event that all of our fees and charges are not paid in full, we reserve the right to assert an Attorney’s Retaining Lien against all of the materials contained in our files.

We expect our clients to be actively involved with the matters we are handling for them, to participate in meetings and to provide whatever information and cooperation may be necessary. We also expect that the information we receive from our clients will be accurate and complete. If a client does not cooperate with us or provides us with information which is incomplete or inaccurate, we reserve the right to withdraw as the attorneys for that client.

In connection with audits of a client’s financial statements, Golan Christie Taglia LLP may be requested from time to time to furnish certain information or to confirm information. By engaging us, you are authorizing us to respond to such requests in a reasonable manner and to furnish such information as is consistent with reasonable requests from the auditors and the attorney-client privilege. Time spent responding to such requests will be charged at our regular rates.

The retention of a lawyer does not insure that the desired outcome will be achieved. Accordingly, Golan Christie Taglia LLP cannot guaranty the results of its services. Rather, Golan Christie Taglia LLP will provide competent representation to its clients. Competent representation requires the legal knowledge, skill, thoroughness and preparation necessary to handle the client's matters.

Where we have been asked to represent more than one individual or entity in a matter, the Rules of Professional Conduct promulgated by the Illinois Supreme Court require us to disclose that representation of multiple clients is permitted so long as the clients do not have directly adverse interests. However, we may not represent multiple clients if the representation of one or more of those clients may be materially limited by the Firm's responsibilities to another client or to a third person, or by the Firm's or a lawyer's own interests. More simply stated, we can represent multiple parties in a matter so long as each party has similar interests. At such time as those interests diverge, we may no longer be able to represent any of the affected clients. If the matter which is the subject of the engagement letter involves the representation of multiple clients or entities, the execution and delivery of the engagement letter to Golan Christie Taglia LLP by each client is an acknowledgment that the clients have similar interests and that each consents to our representation of the other clients. In addition where representing multiple clients or parties, unless otherwise agreed in writing by Golan Christie Taglia LLP, the clients are jointly and severally obligated with respect to the payment of our invoices.

If we must employ the services of a collection agent or an attorney, including an attorney of Golan Christie Taglia LLP, with respect to any claim seeking compensation for unpaid legal services related to our engagement (including, without limitation, any enforcement action, arbitration or other legal proceeding), or if an attorney is retained to represent Golan Christie Taglia LLP in any bankruptcy, reorganization, receivership or other proceeding affecting creditors' rights and involving a claim under the engagement letter, or if an attorney is retained to represent us in any other proceeding in connection with the engagement letter, then you shall pay or reimburse us for all costs and expenses incurred by us in connection therewith, including, without limitation, all attorneys' fees, costs and expenses, in addition to all other amounts due hereunder.

Internal Revenue Service regulations require that certain types of written advice include a disclaimer. To the extent that the engagement letter or these Terms of Engagement for Legal Services contain written advice relating to a Federal tax issue, the written advice is not intended nor written to be used and cannot be used by the recipient or any other taxpayer for the purposes of avoiding Federal tax penalties or to support the promotion or marketing of the transaction or matters discussed herein.

We reserve the right to modify these terms and conditions at any time.