Business Formation Engagement Agreement

1. THE PARTIES / EFFECTIVE DATE. This Agreement is made between The Law Offices of John D. Gugliotta, P.E., Esq., LPA dba Gugliotta & Gugliotta, LPA ("Attorney") and You ("Client") and is effective as of the latest date of signing by Client.

2. LEGAL SERVICES PROVIDED, RESPONSIBILITIES OF ATTORNEY AND CLIENT. The Legal Services which the Attorney will provide to the Client are as follows: (i) consulting with Client regarding the Client’s business formation needs; (ii) preparing and filing Client's Articles of Formation and/or Articles of Incorporation for one (1) business entity with the Secretary of State’s Office of the State of Client’s choosing; (iii) obtaining an Employer Identification Number for the newly formed business entity described herein; and, optionally, (iv) obtaining a D-U-N-S number for the newly formed business entity described herein (“Legal Services”).  At the Client’s election, Attorney will provide to the Client all of the Legal Services. All additional services are available at Client’s additional and sole expense. The Attorney will perform the Legal Services, keep the Client informed of updates regarding the Legal Services, and respond to Client's communications. Client will cooperate with Attorney, be available as requested, provide necessary declarations, promptly pay all fees and costs up-front, and keep the Attorney informed of Client's whereabouts and current street address, telephone number(s), fax number, and e-mail address at all times. Client understands this is an application process which could result in denial of the Client’s business formation, and that Attorney nor anybody associated with Attorney has not promised Client any business registration or formation, nor any monetary success by exploiting the business entity to be formed in the course of the Legal Services in commerce.

3. FEE. The Flat Fee for the Legal Services agreed to by the Attorney and Client is $1,000.00 USD (the “Flat Fee”). The rules of professional conduct for attorneys in the state of Ohio require that unearned clients fees advanced by clients to attorneys be kept in a separate "trust" account until the fees are earned and/or the representation terminated by either party.  This is because funds held in a trust account are generally protected from a law firm's creditors and cannot be spent until earned.  For these reasons, funds held in a trust account are more readily available to be refunded to clients.  However, clients may waive this requirement.  Due to the small nature of the Flat Fee and the administrative issues involved with moving the money between accounts, You hereby agree and allow the Flat Fee to be earned by Attorney upon receipt, regardless of the amount of future work performed. As such, the Flat Fee will be deposited into Gugliotta & Gugliotta, LPA’s operating account. By entering into this Agreement, the Flat Fee becomes property of Gugliotta & Gugliotta, LPA upon receipt. 

4. COSTS AND EXPENSES.  The Flat Fee includes all Legal Services. Any additional filing fees, including but not limited to governmental filing fees, are not included and, if needed, the Client is responsible for those filing fees and associated legal services in addition to the Flat Fee.

5. WORK PRODUCT: The writings, notes, memoranda, reports of conversations, research, and confidential materials which Attorney prepares on behalf of Client will be maintained in strict confidence and under the provisions of the attorney-client privilege.

6.  TERMINATION: As is appropriate in any professional relationship, Client may terminate our engagement at any time upon reasonable notice to Attorney, and Attorney retains the right to terminate this agreement as well.  In the event that our representation is terminated, Clients agree to pay to Attorney all bills thereafter rendered covering expenses incurred prior to the termination. 

7. ENTIRE AGREEMENT / SEVERABILITY. This Agreement contains the entire agreement of the Parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the Parties. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. Notwithstanding the foregoing, this Agreement will terminate upon completion of the Legal Services.

8.  FORM OF SIGNATURES.  This Agreement may be executed by the parties in electronic counterparts, including, but not limited to, on the various checkout pages on this website which include this Agreement by reference.

9. PRIVACY POLICY. By agreeing to be bound by this Agreement, Client agrees to our standard Privacy Policy, available at https://gugliotta.legal/privacy-policy, which is attached to and made part of this Agreement.