These standard engagement terms apply to Phillips & Bathke, P.C.’s (the “Firm”) representation unless the Firm explicitly waives a term, in writing. Please review these terms carefully before signing your Engagement Agreement.

PLEASE NOTE THESE TERMS INCLUDE (1) A PROVISION INSTUTING BINDING ARBITRATION IN PEORIA, ILLINOIS AND WAIVER OF CLASS ACTION PARTICIPATION AND JURY TRIAL; (2) A PROVISION ALLOWING AUTOMATIC CHARGES TO STORED PAYMENT METHODS UNDER CERTAIN CIRCUMSTANCES; (3) A PROVISION CONCERNING THE COURTS IN PEORIA COUNTY, ILLINOIS HAVING JURISDICTION OVER YOU FOR COLLECTION ACTIONS AND SETTING VENUE IN THAT COUNTY**

1. Scope of representation

The scope of the Firm’s representation is set out in the Engagement Agreement that you and the Firm signed. Unless the Firm otherwise agrees, in writing, it will not provide legal services in connection with matters outside the scope of representation and has no obligation to do so.

You are hiring Phillips & Bathke, P.C., not an individual attorney. The attorney who sent you the Engagement Agreement is anticipated to be primarily responsible for or managing or your matter. However, he or she may draw upon the talent and expertise of others within or without the Firm, e.g., paralegals, clerks, investigators, local counsel, foreign trademark agents and practitioners, and so on, to assist in providing you legal services. By retaining the Firm, you consent to the use of these individuals or entities and agree to pay their fees as an expense as explained below.

2. Fees & costs

2.1 Our time

Unless otherwise agreed, in writing, the Firm will bill you for its attorneys’ and staff’s time spent at their set hourly rates or at the flat-fees quoted in the Engagement Agreement. Time will be rounded up to the nearest one-tenth of an hour. "Time spent" on a matter includes, among other things, email exchanges, telephone calls, conferences with you, witnesses, and opposing parties; legal research; other conferences; court appearances; discovery; preparation and review of documents, filings, and correspondence.

Unless otherwise agreed in writing, the Firm’s current billing rates for its attorneys range from $275 to $375 per hour. The current billable rates for staff range from $115 to $225 per hour. If the Firm’s rates increase beyond this amount, you will be notified prior to the increase at least fifteen days before the new rates go into effect. The notification may come in the form of a phone call, notation on an invoice, or other written communication. Unless you elect to terminate the Firm’s representation after such notification, the new rates will take effect.

Although our fees are primarily based upon the value of the time actually spent on your matter, the following factors are also considered when determining our fee: a) the nature of the legal problem, including its novelty, complexity and importance; b) preclusion of retention by other clients; c) the amount or consequence at stake and the result obtained; d) time limitations imposed by the client or situation; e) the experience, reputation and ability of the attorney(s) retained; and f) the skill necessary to handle the matter correctly.

You understand that personal and telephone consultations with attorneys will be part of its representation and will may be billed for the time spent on each consultation. It is difficult to estimate, in advance, the amount of fees which you will incur in connection with this matter. If requested, we may provide you with anticipated billing amounts. If we do so, then we are providing an estimate--not a guaranty.

Additionally, uncontested hearings are billed at a minimum of thirty minutes for the hearing; contested hearings are billed at a minimum of one hour for the hearing; and the minimum charge for any given event will be billed at two tenths of an hour, i.e. twelve minutes.

All new matters are subject to a minimum billing of $500. Any flat-fees are considered earned at the moment the Firm begins efforts covered by the flat-fee.

2.2 Expenses

The Firm will bill you for out-of-pocket expenses. Typical out of pocket expenses include printing, mileage, postage, research and drafting software costs, shipping, filing and governmental fees, pre-payment of retainers or invoice payments to local or co-counsel, e-discovery vendors, investigators, and other expenses incurred in providing you with legal services. Typically, the Firm will simply pay the expense and invoice you for the cost on your next invoice. However, the Firm in its sole discretion may require you to pre-pay the expenses before they are incurred or to have a vendor bill you directly. Some standard expense rates are as follow:

- Printing and copying at $0.25 per page for black and white and $1.00 per page for color copies (unless printed by a third-party vendor, in which case the vendor cost will be passed on to you).

- Mileage for travel at the then-current rate of set by the Internal Revenue Service or $0.70 per mile, whichever is greater.

- E-discovery vendors at $10 per gigabyte with the Firm charging a minimum of $10 per month for litigation matters using e-discovery vendors.

These rates are subject to change.

2.3 Other fees

An administrative fee of $100.00 will be assessed for the opening of the first file for a new client.

An administrative fee of $50.00 will be assessed for the opening of a litigation file for any disputed matter, including, lawsuits, Trademark Trial and Appeal Board proceedings, other contested administrative proceedings, or preparation for the potential filing of one of the foregoing.

2.4 Retainers

It is the policy of the Firm to require a retainer as a partial advance against anticipated legal fees and disbursements for all new clients, all litigation matters, and all outside Illinois matters. The Firm, at its sole discretion, may require retainers in other instances as well.

If a retainer is required, then it must be paid before the firm will commence work upon your matter. The retainer will be deposited in the firm’s client trust account, subject to IOLTA requirements, and applied against bills for legal services and disbursements.

If the retainer is exhausted to an amount below $2,500 before the conclusion of this matter, then the Firm reserves the right to request replenishment of the retainer before additional work is performed. The retainer will be refunded, to the extent it has not been utilized in this matter after resolution and closure of the file.

Should the Firm not require a retainer at the outset of engagement, it reserves the right to, in its sole discretion, later require one. Should you fail to provide the retainer amount, then the Firm may withdraw from representation. Some, but not all, of the potential reasons for requiring a retainer include failure to timely pay invoices, upcoming large out-of-pocket expenditures, impending significant increase in billable hours, or upcoming trial. Trial retainers are typically significant and required significantly before the actual trial date.

If you refuse to pay a retainer when requested, the Firm reserves the right to terminate representation.

2.5 Billing

Itemized statements of our services and expenses will be provided to you either on a regular basis or at the completion of a given stage of a project. u will be provided a thirty-day grace period to pay the invoice. After that time, the invoice is past due.

Once an invoice is past due, you will be charged a finance fee of 9% per annum or the maximum amount allowed under the law. This finance fee does not mean you can simply not pay invoices and incur the fee. Should you wish to finance your legal representation, we encourage you to consider using a credit card or otherwise addressing the matter with a financial institution.

The Firm may take actions to collect on past due invoices. You agree to pay all costs associated with all efforts to collect on past due invoices. This includes both pre-suit costs and costs of litigation. These costs include, but are not limited to, attorneys’ fees (including time spent by the Firm’s attorneys in collecting the past due amount), expert fees, and fees imposed by debt collectors.

Should you not timely pay your invoices, we reserve the right to cease efforts on your behalf. We will not cease certain efforts if doing so will materially prejudice you in pending litigation or administrative matters, but may cease other efforts on your behalf.

Any action instituted by the Firm to collect on past-due invoices totaling less than $10,000.00 may be excepted from the arbitration provision in this Agreement, at the Firm’s sole election. You agree that any dispute concerning your failure to pay an invoice will be resolved in the courts located in Peoria County, Illinois. You recognize that the services being provided are being provided from a Firm with a principal office located in Peoria, Illinois and that these courts have jurisdiction over you. You consent to jurisdiction in those courts and waive any objection to jurisdiction or venue.

Should you have questions about your billing, do not hesitate to contact us. You will not be billed for billing inquiries.

2.6 Automatic charges

You may provide our payment processor, Clio Payments, with payment information and elect to have it stored by that platform. We do NOT store your payment information. Should there be a stored payment method and you have invoices greater than 60 days past due, we may utilize that stored payment method to pay your outstanding invoices for earned fees and expenses as a courtesy for you.

You agree that we have discussed this concept with you, in advance, by signing your engagement agreement.

2.7 Credit card surcharges

Should you wish to pay your invoices with a credit card, then we will charge a credit card surcharge of either processing fee instituted by your card issuer or 3.00%, whichever is lesser. We recognize that you may not want to pay such a surcharge. To that end, we provide the following offset.

2.8 Prompt payment discount

Should payment for an invoice be received within five days of issuance, then a 3% discount will be applied. This should offset any credit card surcharge or, if no credit card is used, serve as an outright discount. This discount does not apply to payments for retainers.

2.9 Funds received from others for your benefit

At times we may secure payments from opposing parties, opposing counsel, or third parties. This may occur because of a settlement, a fee award or sanction issued by a Court, or other reasons.

Such payments will be placed in our Client Trust Account. We may use such amounts to pay any outstanding amounts owed to the Firm before returning the remainder to you.

3. Client cooperation

In order to effectively advocate your interests, you has an affirmative obligation to cooperate with the Firm during the pendency of your matters. For example, you will be required to furnish certain information and documents, and designated representatives may be required to attend depositions and court appearances. Consequently, you are expected to provide requested documentation promptly to the appropriate firm representative, whether an attorney, paralegal, or legal assistant. And, at all times, our staff must be treated with respect.

Your representatives must be available to work with our attorneys in preparation for depositions, court appearances, and to discuss issues as they arise throughout this matter.

Communication will be facilitated, primarily, through our online Client Portal which is more secure than email and more efficient for us--which allows us to keep our rates lower. Should you not wish to use the client portal, we reserve the right to adjust our rates to account for inefficiencies not structured into the fees initially expected.

A client’s non cooperation is grounds for the Firm's withdrawal, and thus, it is essential that we maintain open communication.

In return, we agree to keep you reasonably informed of the status of this matter and to consult with you when appropriate. Copies of significant correspondence and documents will be sent to you through our client portal or by email. In the event that we are out of the office or otherwise unavailable, please leave a message with us. Even if we cannot respond directly, someone will return your message with an appropriate response.

4. General lawsuit or administrative proceeding information

Should your case involve litigation in court or an administrative body, we wish to briefly demystify that process. This, however, is not a full and complete description of all the various paths that litigation may take and we are available to discuss the process with you.

4.1 Pleadings

A lawsuit is commenced by the filing of a Complaint. The Complaint recites facts upon which the Plaintiff asserts liability against the Defendant. The Defendant then has a limited number of days in which to serve and file an answer. This typically denies some or most of the facts and claims asserted in the Complaint. Alternatively, it may move to dismiss the Complaint. A motion to dismiss is not a "Those facts are wrong." Otherwise every case would end at the pleadings. It is, more typically, an argument that the facts alleged are insufficient to support the claims.

4.2 Discovery

After the lawsuit is commenced, both the Plaintiff and Defendant are afforded a limited period of time called “discovery”, during which they investigate the strengths and weaknesses of each other’s claims. These come in two forms: written discovery, where requests for information in writing are exchanged and oral discovery, where depositions are taken of others where the deponent must orally answer questions posed by opposing counsel, which are simultaneously recorded by a stenographer. Depositions are very important, because the testimony can later be used at trial to perhaps point out inconsistencies between deposition and trial testimony. Also, depositions are helpful in ascertaining the strength and credibility of the deponent. Depositions in federal court are typically three to seven hours long. Depositions in Illinois-state court are typically about three hours long.

If we are sent written discovery, we will explain the procedure and assist you with answering the questions. If depositions are scheduled, we will meet with you prior to the deposition and discuss the process. We will also be present at every deposition.

4.3 Summary judgment

If your case does not settle after discovery ends, then we may try to secure summary judgment. This is a sort of "trial by paper." Neither side can win a motion for summary judgment unless there is no dispute of material fact. If there is a dispute, a she said/he said or dispute about the meaning of an event, then a jury must decide that--and the matter will go to trial. But, if material facts are not disputed and the only question is the legal affect of those facts, then summary judgment may be granted and the case resolved.

4.4 Trial

If not, and the case still does not settle, then a trial will take place, usually before a judge and jury.

Prior to trial, we will spend considerable time with you and other witnesses/parties explaining how a trial is conducted and reviewing everyone’s testimony. We will also likely have a pre-trial conference with the Court and hearings on potential evidentiary issues.

Moreover, it is entirely possible that several trial dates will be set, only to be continued because of crowded court calendars. It is very important that you understand the delays that often attend lawsuits; they can stretch on for years, which is why your commitment to and patience with this process is imperative.

Trials for simple matters may consist of a day of jury selection and three to four days of trial. Complex trials may take weeks.

Should the matter proceed to trial, then the Firm will likely require a trial retainer. Such retainers start at $5,000 per anticipated day of trial for less complex matters.

5. Company as a client

If a company or other non-individual legal entity is retaining the Firm, then the company is Phillips & Bathke, P.C.’s client. So, legal services will be provided to the company.

While it will take direction from the company’s representatives, services will not be provided to any of the officers, directors or owners individually. The Firm will provide services on behalf of and with the best interests of the company in mind.

Lawyers are under specific ethical and legal obligations when dealing with corporate clients. Under certain circumstances, lawyers may have an ethical obligation to reveal confidential or privileged information to relevant authorities. In addition, certain laws may also require attorneys to reveal privileged or confidential information to regulatory or law enforcement agencies under certain circumstances. Prior to making such disclosures, unless prohibited by law, Phillips & Bathke, P.C. will notify the you in writing of such requests.

6. Termination

The Firm looks forward to an ongoing, mutually beneficial relationship. That said, you will have the right to terminate its services at any time upon appropriate written notice and under the applicable rules of professional conduct.

The Firm may also terminate its representation of you for failure to pay fees and expenses when due, when continued representation could result in violation of the applicable Rules of Professional Conduct, or for other cause.

In the event representation is terminated for any reason, you will be responsible for payment of fees and expenses incurred until the termination is effective. The Firm will have the right to retain your client files until all amounts due from you are paid. The Firm will continue to observe its duty to guard all client confidences following the termination of its representation.

7. Warranties

The Firm’s attorneys will use their best legal judgment and skill in their representation. However, the Firm makes no warranty as to any results.

8. Disputes

You recognize that you are retaining a law practice with a principal location in Peoria County, Illinois and that some or all efforts on your file and all administrative matters concerning your file are taking place in Peoria County, Illinois.

You agree that Illinois law will be used to interpret your contractual relationships and attorney-client relationship with Phillips & Bathke, P.C. and its attorneys, notwithstanding the application of any other choice of law or conflict of law rules or provisions that would result in the application of any other state’s laws. Illinois-law will apply regardless of your location in another state or country or the location in which you accept these terms.

You agree you are entering into a contract with Phillips & Bathke, P.C. which evidences a transaction involving commerce as that phrase is used in the Federal Arbitration Act. Any controversy or claim arising out of or relating to your relationship with Phillips & Bathke, P.C., (other than collection efforts as explained above), will be resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration will take place in Peoria County, Illinois. Any judgment on the award rendered by the Arbitrator(s) shall be binding, conclusive, and non-appealable. In the event you contest arbitrability of such a dispute, then the arbitrator shall be the person determining whether the dispute is arbitrable.