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[Contract Date]
Dear [Client Primary Contact Name],
Thank you for choosing [Company Name] to help form [Client Name]. This letter sets out the services our flat fee covers, how the fee is earned, and the terms of our engagement.
1. Services Covered
For the flat fee below, we will:
- Advise you on the choice of entity and the decisions you need to make at formation
- Prepare and file the articles of organization with the [state] Secretary of State
- Prepare an operating agreement for up to three members, with one round of revisions
- Obtain a federal employer identification number
- Prepare the initial resolutions and an organized set of company records
2. Services Not Covered
The flat fee doesn't cover tax advice, business licenses and permits, registering the company in other states, disputes among members, or changes to the operating agreement after it's signed. We're happy to quote any of these separately.
3. The Fee and How It's Earned
Our flat fee is $2,800, paid when you sign this letter. We hold it in our client trust account and transfer each portion to the firm as it's earned:
- $840 when we complete the initial consultation and confirm the entity plan
- $1,120 when the articles of organization are filed
- $840 when we deliver the final operating agreement for signature
If the engagement ends before a milestone is reached, we'll refund any portion that hasn't been earned.
4. Costs
Costs are separate from the flat fee and billed at cost, including the state filing fee of [amount, for example: $150] and any expedited filing or registered agent fees you choose.
5. No Guarantee of Outcome
We'll give you our best professional judgment. Filing times and approvals are set by the state, and we can't guarantee them.
6. Your Responsibilities
You agree to give us complete and accurate information about the company and its members, review drafts within 10 business days, and tell us about any changes to your plans.
7. Conflicts of Interest
We represent [Client Name] only, not its members individually. We've checked for conflicts with the members you named and found none. Because members' interests can differ, each member may wish to have their own lawyer review the operating agreement.
8. Ending the Engagement
You may end our engagement at any time by written notice. We may withdraw for reasons our professional rules allow, after giving you reasonable notice. Either way, we'll refund any unearned portion of the fee and bill any costs incurred.
9. When the Matter Concludes
Our engagement ends when we deliver the final operating agreement and company records. After that, we have no continuing duty to advise you about later changes in the law, unless you engage us again.
10. Your File
We keep the file for seven years after the matter ends, and may then destroy it without further notice. You may ask for a copy of your file at any time before then.
11. General
This letter is governed by the laws of [state]. It is our entire agreement about this matter, and may only be changed in writing.
If these terms are acceptable, please sign below. We'll begin work once we receive the signed letter and the fee.
Sincerely,
[Company Name]
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