CLIENT:                      

MATTER:                   Intellectual Property & Franchise Matters

MM REF NO.:             

GENERAL TERMS OF REPRESENTATION

       Thank you for selecting Malloy & Malloy, P.L. (“Firm”/”we”) to act as your Intellectual Property and Franchise counsel. Please review the following terms as our Representation Agreement, then sign and date where indicated below, if acceptable:

1.     Flat Fee Structure. The Firm offers a flat fee structure for many of its services, typically new Patent and Trademark Searches, initial filings of Patent, Trademark, and/or Copyright Applications and Maintenance/Renewal filings, standard Licenses and other Agreements, Franchise Disclosure Documents, Franchise Agreements, and Franchise closings.  Any flat fee quoted (by separate correspondence) is an approximation or a general range set in advance based upon the anticipated complexity of the matter.  Expenses are additional unless specifically included in the flat fee quotation.  On rare occasions, we may depart from the quoted range if there are modifications of the scope of work, client revisions to the original subject matter, additional disclosures of information, etc.  There will be additional fees for different phases of the matter, e.g., see Paragraph 6 herein.  Any related and/or follow-up work outside the scope of expressly-quoted flat fee tasks will be billed on an hourly basis.  Should the Firm’s services continue through December 31, any changes in the fee schedule for the new year will apply.

2.     Hourly Fee Structure. All other matters, including but not limited to Opinions, Disputes, Litigation, complex Licenses and other Agreements, Transactions, General Counseling, non-prosecution matters, state Franchise registrations, and related and/or follow-up work outside the scope of flat fee tasks will be billed based upon actual attorney time in accordance with the hourly rates as set forth on the attached fee schedule. We will endeavor to keep legal fees to a minimum and consult with you about budgeting and the likely costs and benefits associated with various strategies, but it is impossible to determine in advance the amount of time that will be needed to complete any matter, particularly in the cases of Disputes and Litigation.  Accordingly, we will use our judgment in determining the amount of time and nature of the services to be performed in your best interest.  Hourly rates will be billable for all time, including but not limited to meetings, telephone conferences, email communication, internal conferences between attorneys, legal research, pretrial preparation, discovery, trial preparation, drafting of documents, negotiations, court time, and travel time.  The minimum billable increment is two-tenths (2/10) of an hour for each entry.  More than one attorney may be assigned to a matter, such that multiple attorneys may bill for performing the same task in some instances.  Should the Firm’s services continue through December 31, any changes in the fee schedule for the new year will apply.

3.     Reimbursement of Expenses. Expenses will be billable for all amounts incurred or advanced on your behalf, including but not limited to government filing fees, issue fees, registration fees, draftsman’s drawings, co-counsel’s invoices, foreign counsel’s invoices, overnight mail, couriers, court fees and costs, transcripts, expert witnesses, travel costs, on-line legal research, subpoena costs, court reporter fees, witness fees, process servers, and translations.  We will endeavor to keep expenses to a minimum and consult with you about budgeting and the likely costs and benefits associated with various discretionary expenditures, but we will use our judgment to incur expenses in your best interest.  You are directly liable for such expenses incurred on your behalf and by this Representation Agreement you appoint us as your authorized agent to enter into such engagements and make such advances.  In addition to the above expenses advanced on your behalf, you will incur an administrative charge in an amount up to five percent (5%) of the fees accrued per monthly billing period, which will be in lieu of individual charges for standard and color printing/photocopying/scanning, international and long-distance telephone calls, facsimile transmissions, notarization, electronic signature packets, in-house information technology and research access, cellular and data usage, standard mileage, postage for regular mail, overtime staff support, and the like.

4.     Advance Payments. In order to accept the present matter, as well as future matters and/or to proceed with various phases of any matter, we require an advance payment (in the amount as set forth in separate correspondence) to the Firm’s Trust Account.  For flat fee matters, the advance payment is a non-refundable deposit, and does not represent an estimate as to any phase(s) of the matter.  For hourly fee matters, the advance payment is a security retainer, which will generally be held as client funds in the Firm’s Trust Account until completion of the matter, and does not represent an estimate as to any phase(s) of the matter.  Any recovery, settlement payment, or other funds received by the Firm as disbursable to you will be deposited into the Firm’s Trust Account, and will constitute an additional security retainer or applied to outstanding balances in the Firm's sole discretion. As monthly statements are rendered, the entire balance is due even though a security retainer is held in the Trust Account.  If, at the Firm’s option, any portion of a security retainer is applied to satisfy a balance due, you will replenish it to maintain the full security retainer as the minimum required Trust Account balance.  We reserve the right to increase the amount of a security retainer, particularly in the case of litigation progressing toward time-consuming phases, such as depositions and trial.  Upon completion of the matter, a security retainer will be applied to our final statement; any overage will be refunded to you.  The Firm is required to participate in The Florida Bar’s IOTA (Interest on Trust Account) Program by which all interest earned from funds deposited into the Firm’s Trust Account will be paid to The Florida Bar to fund legal services for indigent clients.  Neither you nor we will receive interest earned on funds deposited into the Firm’s Trust Account. 

5.     Billing Procedures. The Firm adheres to a monthly billing cycle and payment of fees and expenses is not contingent upon the outcome of any matter.  As monthly statements are rendered, you agree to remit payment to satisfy same within thirty (30) days of the date of the statement.  Payments by credit card are subject to a three percent (3%) surcharge by our credit card processor.  Alternative payment methods are available without such surcharge.  If you have a question on a particular monthly statement, we ask that it be promptly brought to our attention.  If no question is raised in writing within thirty (30) days after the rendering of the monthly statement, you are deemed to have accepted the monthly statement and waive any objection thereto.  If we receive a payment from you that is less than the total amount due for that monthly statement, that payment will be applied to the oldest charges. Interest will be charged at a rate of fifteen percent (15%) per annum commencing thirty (30) days after each monthly statement and added to the unsatisfied balance of your account, regardless of any security retainer held in the Firm’s Trust Account.  Such assessment of interest for past due amounts does not preclude us from withdrawing as your counsel at any time for non-payment of fees.  Any recovery, settlement payment, or other funds received by the Firm as disbursable to you will be deposited into the Trust Account, and will be treated as an additional security retainer or applied to outstanding balances at the firm's election. We have the right to withdraw as attorneys of record, decline to perform additional tasks in an ongoing matter, decline to accept any future matter, and/or discontinue representation for any reason, including but not limited to, if you do not make payments required hereby, if you have misrepresented or failed to disclose material facts to us, if you fail to follow our advice, or if you are unresponsive. In any of these events, you agree to execute such documents as will permit us to withdraw. You further agree that a past due balance on any matter entitles us to decline to perform services on another matter, regardless of the payment status on such other matter, until such time as all balances are paid on all matters and any required advance payment is made.

           6.     Specific File/Matter Types. The following terms are specific as to matter types:

a)     U.S. Patent Filings – The U.S. follows a “first inventor to file” Patent system and therefore, the filing date of a Patent Application may be critical to your ability to obtain Patent protection for your invention.  Thus, filing a Patent Application as soon as possible is highly recommended. Before we can begin to prepare or file any Patent Application, we require: (i) a complete and detailed disclosure of the invention, (ii) an authorizing deposit, (iii) a signed Representation Agreement, (iv) a signed Confidential Invention Questionnaire, and (v) a signed approval of the Patent Application for filing. If you require or want your Patent Application to be prepared and filed more quickly, and/or prior to a specific date, expedited service is available for an additional fee.  If expedited service is desired, you must provide a specific written request.  Regardless of whether expedited service is requested, effective Patent drafting is a time consuming process, and you acknowledge that the Firm cannot be held responsible for any loss of Patent rights based upon the actual filing date of your Patent Application.  Also, a preliminary Patent Search is always recommended to attempt to identify obstacles to patentability.  You acknowledge that, regardless of whether a search is performed, the outcome of a Patent Application cannot be predicted due to the breadth of potential “prior art” and the subjective opinion of the Examiner assigned.  There are also strict rules governing the Patent system that require you to be forthcoming and cooperative.  Your failure to do so could result in the denial of a Patent Application or later invalidation of any resulting Patent. Some of the more important requirements include, but are not limited to:  (i) identification of prior art, prior sales, public disclosures or publications of your invention, including prior variations, (ii) disclosure of the “best mode” of your invention, (iii) identification of all actual inventors, (iv) review of the Application prior to filing for completeness and accuracy, and (v) an ongoing duty of disclosure during the Application process.  In addition to any flat fee quoted for preparing and filing your Patent Application, which includes the Firm’s legal fee, you are responsible for additional fees and expenses, including the government filing fees, issue fees, formal Patent drawing fees, extensions of time, and the fees for preparing and filing a Non-provisional Application based upon a previously filed Provisional Application (if applicable), and subsequent prosecution charges throughout the Application process, which often exceeds one (1) year.  As your Application moves through different stages, you should expect additional prosecution charges as set forth on the below fee schedule as we keep you apprised of developments, render advice, and communicate with the U.S. Patent and Trademark Office (“USPTO”). In general, you may abandon your Application at any time.

(b)     U.S. Trademark Filings – The filing date of a Trademark Application may be critical to your ability to obtain Trademark protection.  Thus, filing a Trademark Application as soon as possible is highly recommended. Before we can begin to prepare any Trademark Application, we require: (i) complete responses to a Trademark Questionnaire, (ii) adequate specimens of use, if applicable, (iii) an authorizing deposit, and (iv) a signed Representation Agreement. If you require or want your Trademark Application to be prepared and filed more quickly, and/or prior to a specific date, expedited service is available for an additional fee.  If expedited service is desired, you must provide a specific written request.  A preliminary Trademark Search is always recommended to attempt to identify obstacles to registrability, at a minimum.  More in-depth research is available and often advisable.  You acknowledge that, regardless of whether a search is performed, the outcome of any Trademark Application cannot be predicted due to the variables inherent in potential conflicts and the subjective opinion of the Examining Attorney assigned to your Application.  There are also strict rules governing the Trademark system that require you to be forthcoming and precise with respect to all aspects of your Trademark.  Your failure to do so could result in the denial of the Application or later cancellation of any resulting Registration.  Some of the more important requirements include, but are not limited to: (i) proper identification of the Trademark owner, (ii) accurate identification of the dates of first use, and (iii) an accurate listing of goods/services actually in use as of claimed dates.  In addition to the flat fee for preparing and filing your Application, you will be responsible for additional fees and expenses, including the government filing fees (assessed per class) and subsequent prosecution through the Application process, which often exceeds one (1) year.  As your Application moves through different stages, you should expect additional prosecution charges as set forth on the below fee schedule as we keep you apprised of developments, render advice, and communicate with the USPTO. In general, you may abandon your Application at any time.

(c)     U.S. Copyright Filings – Before we can begin to prepare any Copyright Application, we require: (i) complete responses to a Copyright Questionnaire, (ii) samples of the work; (iii) an authorizing deposit, and (iv) a signed Representation Agreement. If you require or want your Copyright Application to be prepared and filed more quickly, and/or prior to a specific date, expedited service is available for an additional fee.  If expedited service is desired, you must provide a specific written request.  There are also strict rules governing the Copyright system that require you to be forthcoming and precise with respect to all aspects of your work.  Your failure to do so could result in the denial of the Application or later invalidation/cancellation of any resulting Registration.  Some of the more important requirements include, but are not limited to: (i) proper identification of the Copyright owner, (ii) proper identification of all contributing authors, and (iii) proper identification of any prior works.  In addition to the flat fee for preparing and filing your Application, you will be responsible for additional fees and expenses, including the government filing fees and subsequent prosecution through the Application process.  As your Application moves through different stages, you should expect additional prosecution charges as set forth on the below fee schedule as we keep you apprised of developments, render advice, and communicate with the U.S. Copyright Office. In general, you may abandon your Application at any time.

(d)     Foreign Filings/Enforcement, PCT, EUTM – The Firm is not licensed to practice law in any foreign jurisdiction, such that the Firm typically coordinates with foreign counsel.  You agree that the Firm is not responsible for the errors and omissions of foreign counsel.  The above considerations relative to U.S. Patent, Trademark, and Copyright filings are repeated here, but you further acknowledge that unique aspects of foreign law may affect the outcome of your matter.  In addition to any flat fee quoted and/or hourly charges, you will be responsible for additional fees and expenses, including the foreign counsel’s invoices plus a twenty percent (20%) administrative charge applicable thereto, as well as government filing fees, draftsman’s drawings, translations, consular processing, government issue/Registration fees, and the like.  After any flat fee phase, as your matter moves through different stages, you should expect additional prosecution charges as set forth on the below fee schedule as we apprise you of developments, communicate with foreign counsel, and incur additional foreign counsel charges and government fees. 

(e)     Expedited Handling/Late Instructions – U.S. and Foreign Patent, Trademark, and Copyright filings often require strict adherence deadlines set by the relevant governmental agencies in order to avoid abandonment, cancellation, or other loss of rights. Most other legal matters are similarly time-sensitive.  As such, we require written instructions, all requested materials, and the corresponding advance payment well in advance of any deadline in order to allow sufficient time to satisfy requirements.  Your failure to provide the same in a timely manner will result in an expediting surcharge of at least $250 and may result in an inability to satisfy a deadline.

(f)     Franchise Matters – Franchises are subject to extensive regulation at the state and federal level.  The Federal Trade Commission (“FTC”) requires Franchisors to provide to prospective Franchisees a detailed set of disclosures in the form of a Franchise Disclosure Document (“FDD”) and Franchise Agreement before selling a Franchise.  Failure to do so in an accurate and completely forthcoming manner could result in substantial liability, including but not limited to personal liability. Registration of an FDD and other Franchise filings are required in many states before a Franchise may be offered.  In addition to any flat fee quoted for preparation of an FDD and Franchise Agreement, you should expect additional charges to register the FDD in various states, to update the FDD and Franchise Agreement on at least an annual basis, to negotiate terms with prospective Franchisees, and to complete Franchise closings.

(g)     Litigation/Disputes - You are advised to evaluate all insurance policies for possible coverage and duties of disclosure.  If insurance funds become available to apply to your legal fees and expenses, or if a court awards same, such funds will merely off-set the fees and expenses incurred pursuant to this Representation Agreement when received.  You remain preliminarily liable for payment of all amounts due, including any overage, without delay or deferral until such funds are received.  Any excess of such funds will be deposited into the Firm’s Trust Account and treated in accordance with Paragraph 4, above.  There are also strict rules governing Litigation that require you to be forthcoming and precise with respect to all aspects of your case, subject to legal advice you receive from us. Your failure to do so could result in the court or tribunal imposing sanctions, including but not limited to dismissal, default, or monetary penalties. You must preserve and not destroy or delete (including auto-deletion of) any documents and/or things, including emails and digital content, that in any way relate to the dispute.  To avoid serious consequences in Litigation, all employees should be advised of this requirement and efforts should be made to secure and, if possible, store copies of all such items.  Litigation/disputes frequently take courses that cannot be predicted or anticipated; as such, no guarantees can be given as to the outcome or the total legal fees and expenses to arrive at that outcome.

7.     Communications. Unless you notify the Firm in writing, you authorize client correspondence and billing statements to be sent via electronic mail transmission, although certain original documents may be delivered via mail carrier.  You are responsible to “white list” the Firm’s email addresses and keep us advised as to changes in your contact information.  The Firm’s communications are typically copied to several “@malloylaw.com” email addresses for other attorneys, paralegals, and staff assigned to each matter, such that you are requested to also copy these email addresses on your direct and reply emails to the Firm in order to ensure efficient processing.  Verbal communication is insufficient to provide legal instructions to the Firm unless confirmed in writing.  Most communications between you and the Firm, whether verbal or in writing, as well as documents prepared by the Firm or by you in course of legal representation, will be confidential and protected by the attorney-client and work-product privileges, such that you should exercise extreme caution not to share or disclose such communications and documents, nor the substance of our legal advice, in any form with third parties, which includes, without limitation, friends, family members, customers, consultants, advisors, and artificial intelligence platforms. Your failure to do so could yield a waiver of the privilege(s) and result in the disclosure of such communications to an adverse party now or in the future.

8.     Miscellaneous. You acknowledge that you have carefully read this Representation Agreement and that the Firm has advised you of your right to consult with another independent attorney to advise you about your rights as a client before signing below.  The Firm’s representation is limited to Intellectual Property and Franchise law.  Separate counsel must be sought on all other issues, even if tangential to such issues, including but not limited to corporate, commercial, tax, real estate, insurance coverage, and other areas of law.  If you have future maintenance/renewal or other deadlines, e.g., Trademark Registrations, Patents, and/or FDD state registrations obtained or filed independently or through prior counsel, the Firm will not enter same into its docketing system unless you provide specific instructions in writing with a detailed listing of each such item.  When your matter becomes public, including but not limited to a grant of rights or issuance of a court order, you consent to publication of non-confidential news, images, and other content about your matter on the Firm’s website, social media, and other media outlets, as well as listing you among the Firm’s representative clients. This Representation Agreement will apply to the present matter you have with the Firm and to all future matters. Your signature below shall be binding upon parents, subsidiaries, affiliates, and any other entities for which the signer provides instructions to the Firm. For any client that is a corporation, limited liability company, or other form of business entity (except those that are publicly-traded, are public agencies or institutions, maintain non-profit and tax-exempt status, or have more than 50 employees), the signer below personally guarantees payment of all amounts as may become due to the Firm.  An electronic signature on this document, whether digital or encrypted, is binding and has the same force and effect as a manual signature.  The provisions of this Representation Agreement, in the Firm’s discretion, may be disclosed to any tribunal in connection with any legal action or matter, and we have the right to advise any tribunal of any amounts that we have received from you for fees and expenses.  As to any dispute between us relating to our representation: (a) exclusive venue shall lie in a court of competent jurisdiction in Miami-Dade County, Florida; (b) you agree to submit to the jurisdiction of such Florida court; (c) EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY; and (d) the prevailing party shall recover its reasonable attorney fees and costs through trial and appeals. This Representation Agreement constitutes the entire agreement between you and the Firm, supersedes all prior agreements and negotiations, whether verbal or in writing, and may not be modified, in whole or in part, except in writing signed by you and the Firm.

2026 FEE SCHEDULE OF PROSECUTION/SUBSEQUENT CHARGES

       The Firm offers a flat fee structure for many of its services, typically new Patent and Trademark Searches, initial filings of Patent, Trademark, and/or Copyright Applications and Maintenance/Renewal filings, standard Licensing and other agreements, Franchise Disclosure Documents, and Franchise closings. Such flat fees (quoted by separate correspondence) relate to the initial preparation and/or filing as part of the specific task.  There will be additional fees for different phases of the matter, e.g., see Paragraph 6 of Representation Agreement, some of which may require or otherwise may be appropriate for immediate processing without prior approval.  All other matters, including but not limited to Opinions, Disputes, Litigation, complex Licenses or other Agreements, Transactions, General Counseling, non-prosecution matters, state Franchise registrations, and related and/or follow-up work outside the scope of flat fee tasks will be billed on an hourly basis,  Should the Firm’s services continue through December 31, any changes in the fee schedule for the new year will apply.

U.S. PATENTS

FOREIGN PATENTS

U.S. TRADEMARKS

FOREIGN TRADEMARKS

U.S. COPYRIGHTS

FRANCHISES

Name of Signatory:       

Title (If Applicable):