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Roberts & Roberts, LLP

2501 E. Elms Rd., Ste. A, Killeen, TX 76542-3019 • (254) 526-7541 (phone) • (254) 526-5656 (fax) • www.robertslegalfirm.com

Standard Terms and Conditions

Unless otherwise provided in a written, fully executed Fee Agreement ("Agreement") between the Client and Roberts & Roberts, LLP (the "Firm"), the following standard terms and conditions ("Terms") apply to all attorney-client relationships.

ARTICLE 1: RETENTION BY THE CLIENT

Section 1.1. Retention of the Firm by the Client. The Client engages and retains the Firm to provide the services described on each monthly invoice sent to the Client. If the Client is of the opinion that the Client retained the Firm to represent the Client on matters not shown on an applicable invoice, the Client must immediately notify the Firm of such opinion.

Section 1.2. Representations and Warranties of the Client. In connection with this retention, and for any and all subsequent matters, the Client (each individually, respectively, if more than one) represents and warrants to the Firm that:

    (A) the Client will accurately and completely inform the Firm of all facts related to each matter in which the Firm performs services for the Client;

    (B) the Client will read correspondence, any transactional documentation, and all other communications from the Firm, will ask questions when in doubt as to the meaning of any communication, document or term, and will not sign any document until the Client understands the document; and

    (C) the Client does not purpose, intend or plan to use the services of the Firm, either directly or indirectly, to engage in or further any unlawful activity.

ARTICLE 2: REPRESENTATION BY THE FIRM

Section 2.1. Limitations of Scope.

    (A) The Firm is not obligated to represent the Client in any matter unless the Firm expressly agrees to do so in writing.

    (B) The Firm's representation does not include rendering tax advice or the preparation of any IRS filings, or federal or state tax returns of any sort. The Client acknowledges that the Client must seek such advice from a tax professional or other financial advisor. The Firm may provide some basic tax information during the course of representation, but such information is not legal advice. Only a qualified accountant or other financial professional can render legal advice regarding tax matters.

    (C) The Firm's representation does not include valuation of assets, nor does the Firm claim to have expertise in this area. The Firm will advise the Client as necessary or desirable to retain appropriate experts, such as accountants, financial advisors, or real estate or business appraisers, to assist in this regard. The Firm does not automatically search titles, determine the validity of income and expense figures supplied by others, or attempt to verify other underlying data. If there are questions in the Client's mind concerning any of these issues, the Client should discuss them with the Firm and authorize the Firm to retain appropriate experts to provide assistance.

    (D) The attorneys of the Firm are licensed to practice law in the State of Texas, and in no other state. Work involving any jurisdiction other than Texas will require at the very least a review of the documentation involving the laws of that jurisdiction by an attorney licensed in that jurisdiction.

    (E) Future changes likely will occur in various laws which could impact the work performed by the Firm. In addition, the Client's personal and financial circumstances are likely to change over time. The Firm cannot economically review the file of each client to determine the impact of such changes.

Section 2.2. NO GUARANTEES OR REPRESENTATIONS AS TO RESULTS. THE CLIENT ACKNOWLEDGES THAT THE FIRM HAS MADE NO GUARANTEES OF RESULTS TO BE ACHIEVED IN ANY PHASE OF THE FIRM'S LEGAL REPRESENTATION OF THE CLIENT; THE FIRM CANNOT GUARANTEE A SPECIFIC RESULT. All expressions relative to the Client's legal matters are only the opinion of the Firm.

Section 2.3. Contact. Client agrees to advise the Firm of all points of contact and to also advise the Firm of any changes of any points of contact on or prior to the effectiveness of the change. If the Firm is unable to reach the Client using the most current contact information provided by the Client, the Client authorizes the Firm to withdraw from representing the Client immediately with notice only to the Client's last known address.

Section 2.4. File Maintenance. Any papers, documents, instruments, records, and other writings that the Client furnishes or causes to be furnished to the Firm and/or which the Firm may prepare for the Client will remain the property of the Client and will be relinquished to the Client upon request, subject to any lien which the Firm may properly assert. If the Client does not ask the Firm to release such written materials to the Client within six (6) months after completion of the project or transaction to which they pertain or after the termination of the Firm's services for any reason, then they may be destroyed when the Firm disposes of its file regarding such. Periodically the Firm purges its files, and it is possible for both the Client's property and the Firm's to be disposed of as waste, including (without limitation) such important documents as Contracts, Wills, Powers of Attorney, Promissory Notes, Surveys, Deeds, Minutes of Corporate Meetings, Shares of Stock, Court Orders or Judgments, official government certificates, and the like.

ARTICLE 3: MATTERS OF PROFESSIONAL ETHICS

Section 3.1. Reporting Potential Conflicts. The Client has the affirmative duty to report to the Firm any fact or circumstance which may affect the Firm's impartial representation of all those identified in any communication as the "client," and any fact or circumstance which indicates that the Client's interest is in conflict with another client of this Firm, to the extent known.

Section 3.2. Potential Spousal Conflicts of Interest. If the Client includes persons who are related to each other as husband and wife, the Firm is sensitive to issues which occasionally arise in joint representation of clients related by marriage. For example, husband and wife may have different views on how property could pass after the death of one or both of them. Different individuals may have different goals in planning their respective estates or different community and separate property interests. In some situations, the Firm may recommend that holdings be restructured to take advantage of available tax benefits, which may affect different spouses differently due to their community and separate property interests. Additionally, a conflict may exist or may arise in the determination of what is community property and what is separate property. That determination may be more beneficial for husband than wife, or vice versa. For example, if community property is partitioned or given to the other spouse as part of the estate plan, the possibility of a divorce, however remote, must be recognized. Consequently, the Firm's present recommendations could affect the income, property, and support provisions in any such divorce or after the death of one or both spouses. These are just a few general examples. If the Firm acts in a capacity as attorney for both spouses, the Firm cannot be an advocate for either spouse against the other spouse. When the Firm represents both of you, the Firm cannot keep information received from either of you confidential from your spouse. Confidential information will be shared with both of you, even if received by the Firm in private conference with only one of you, but such information will be kept confidential from outside parties, except with your consent. Either of you may have your own independent counsel for any part or all of the matters within the scope of the Firm's representation. If a conflict arises that makes it improper or impractical for the Firm to continue representing both of you, the Firm will withdraw from further dual representation and advise that one or both of you obtain separate independent counsel.

Section 3.3. Firm Conflict of Interest; Independent Review. As a general rule, any attorney's service to a client should be structured so that the attorney has no interest, other than the client's interest, in the outcome of any procedure or recommendation. However, the Agreement and these Terms are an exception to that rule. Accordingly, the Firm notifies you that any question or doubt you may have about these Terms or the Agreement should be resolved before you retain the Firm. It is always a prudent practice to seek the advice and counsel of another attorney as to your rights under such Terms or Agreement. You will never offend the Firm, or jeopardize our relationship, in seeking a review of our work and a second opinion from qualified legal counsel for bona fide reasons.

Section 3.4. Privacy Notice. Professionals who advise on personal financial matters, such as attorneys, are required by law to notify their clients about their policies on privacy. The Firm understands our clients' concern for privacy. During the Firm's representation of you, the Firm may receive non-public personal information about you. The Firm does not disclose any non-public personal information about its current or former clients, except as expressly or impliedly authorized by its clients to enable us to represent them, or as required or authorized by law or other applicable rules governing the Firm's professional and ethical conduct as attorneys. The Firm maintains physical, electronic, and procedural safeguards that comply with our professional standards in order to guard our clients' non-public personal information.

Section 3.5. Lawyer's Creed; Disciplinary Notice. To the extent they apply to the scope of representation, the Firm is committed to the principles and ideals of the Texas Lawyer's Creed. Complaint brochures prepared by the State Bar of Texas are available at the Firm's offices.

ARTICLE 4: BILLING TERMS

Section 4.1. Attorneys' Fees. The Client agrees to pay to the Firm reasonable and necessary attorneys' fees incurred in the Client's various legal matters handled by the Firm. The Firm bills its time in units of one-tenth hour each, or the Firm may bill flat fees for certain work. Specific billing terms will be set forth in the Firm's Agreement with the Client. Because legal matters sometime continue over a long period of time, this hourly rate may increase after the Client has retained the Firm but before the Firm's representation of the Client is completed. The Firm will provide the Client with prior written notice of any increase in any hourly rate.

Section 4.2. Expenses. The Client also agrees to pay reasonable and necessary expenses incurred by the Firm in connection with the Client's various legal matters handled by the Firm. Expenses are in addition to attorneys' fees and will be itemized on the Firm's invoice.

Section 4.3. Invoices. The Firm will send invoices for payment on a monthly basis, and will send final invoices at the conclusion of representation in any matter, whether concluded by withdrawal, termination, completion of the project, or otherwise. The Client agrees to pay invoices immediately upon receipt and in no event later than fifteen (15) days after the date of the invoice. If the invoice is not paid within fifteen (15) days, the Client hereby agrees that the Firm may, in its sole discretion, cease performing any further work for the Client and withdraw from representation. The Client will be responsible for any fees and costs incurred prior to the Firm's withdrawal or discharge, including time and costs expended to turn over the Client's file(s) and other information to the Client or substitute counsel.

Section 4.4. Other Fees and Expenses. In the unlikely event that a member or employee of the Firm is ever called upon to defend or give testimony about any aspect of its representation (other than a dispute between the Client and the Firm relating to the Firm's fees or services), whether in deposition, hearing or trial, it is further agreed that the Client will pay the Firm legal fees at the Firm's then-prevailing hourly rates for the time the Firm dedicates to the preparation and participation in any such deposition, hearing or trial, and will indemnify and hold the Firm harmless from any expense (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Firm in connection with such action, suit or proceeding. The Client further acknowledges that if a member or employee of the Firm is called as a witness in a later proceeding, the Client binds the Client and the Client's estate to compensate the Firm as otherwise provided in this Section, at the Firm's then-prevailing hourly rates. The provisions of this Section will surive termination or expiration of the attorney-client relationship.

Section 4.5. Interest on Non-Payment. Unless the Firm otherwise agrees in writing, unpaid fees and expenses will be considered past due if not paid within thirty (30) days of the billing date. All past due amounts shall bear interest at the rate of 1.5% per month (18% annual percentage rate), or the maximum rate allowed by law, until paid. Interest charges will be calculated on all past due amounts and added to the next month's billing statement.

Section 4.6. Retainers and Deposits. From time to time the Firm may require a retainer or fee deposit from the Client. In such circumstance, the Firm will not be obligated to take any action on behalf of the Client until the Client has deposited the required sum with the Firm. If at any time the Client pays to the Firm a retainer or deposit, the Firm will credit such sum against all fees and expenses expended by the Firm for the Client, including any legal services which the Firm has done for the Client prior to the deposit. Unless otherwise provided in the Agreement, all unused amounts will be refunded to the Client upon the Firm's completion of, withdrawal from or discharge from, representation of the Client.

ARTICLE 5: TERMINATION

Section 5.1. Withdrawal of the Firm. The Firm reserves the right to withdraw from representation of the Client, and the Client hereby agrees to allow the Firm to withdraw, if the Client does any one of the following:

    (A) the Client misrepresents or fails to accurately and fully disclose material facts; or

    (B) the conduct of the Client makes continued representation unreasonable or unworkable; or

    (C) the Client fails to follow advice given by the Firm; or

    (D) the Client does not make payments required by these Terms or the Agreement; or

    (E) the Client fails to maintain current contact information with the Firm, or to communicate with the Firm; or

    (F) as otherwise allowed by the Texas Disciplinary Rules of Professional Conduct, as amended from time to time.

Section 5.2. Discharge of the Firm. The Client may discharge the Firm at any time for any reason but agrees to do so in writing. A discharge will not be effective until the Firm receives the written notice of discharge.

Section 5.3. Effect of Termination. No termination will waive any of the remaining provisions of these terms of representation, including: (A) the Client's agreement to pay for all work performed prior to termination, (B) the Client's consent to complete disclosure of confidential information to either individual Client, and (C) the Firm's ethical duties, including but not limited to the Firm's duty not to disclose a client's confidential matters to third parties (except with the Client's consent.)

Section 5.4. Fees and Expenses Associated with Termination. The Client will be liable for the following, whether invoiced before or after such termination: (1) the Firm's charges for legal services rendered to the Client and related expenses incurred up to the time of such termination; plus (2) the Firm's charges and related expenses incurred after such termination which relate to the Firm's withdrawal from the representation, such as, by way of example but not limitation, withdrawal as counsel or substitution of new counsel in court proceedings, transfer of file papers to appropriate parties and related communications (oral or written) with various parties pertaining to the subject matter of this engagement.

ARTICLE 6: DISPUTE RESOLUTION

Section 6.1. Written Notice of Questions or Disputes. It is the Firm's desire to timely and satisfactorily address all reasonable concerns. The Firm strives to provide quality legal services for a fair fee and the Firm urges the Client to conduct open discussions with the Firm throughout the course of the Firm's representation. Many unsatisfactory and unpleasant experiences between an attorney and client are the result of poor communication and honest misunderstandings. Please help the Firm keep the lines of communication open by offering input whenever it might be helpful. Any issue of importance should be communicated immediately and in writing so as to avoid misunderstandings and to document the files of both the Client and the Firm. The Client agrees to send the Firm written notice within twenty (20) days after the Firm's invoice if the Client disagrees with the amount of the fees and expenses reflected in that invoice. The Client agrees to specify the error or overcharge in the notice. The Firm is happy to review the professional services it has performed at no charge. If no such written notice of a dispute is given within this time frame, all parties agree that the fee is reasonable and accurate and the Client waives any and all objections about the fee shown on that invoice.

Section 6.2. Mediation. Before resorting to litigation, any disputes arising out of or connected with the Firm's representation of Client will be submitted to mediation in Bell County, Texas, in accordance with the rules for alternative dispute resolution set forth under Texas law. The Client and the Firm will mutually cooperate to select a licensed, reputable attorney to serve as mediator. Any and all information, negotiation, and results of the mediation will remain confidential.

ARTICLE 7: MISCELLANEOUS

Section 7.1. No Oral Modification. No modification or amendment of these Terms will be of any force or effect unless made in writing and executed by the Client and the Firm.

Section 7.2. Enforceability. These Terms will be interpreted, construed and enforced in such a manner to be effective and valid under applicable law. If any provision is held to be illegal, invalid or unenforceable under present or future laws, all other clauses and provisions shall remain in full force and effect and the clause or provision determined to be void or illegal or unenforceable shall be so limited that it shall remain in effect to the fullest extent permitted by law without fully invalidating such clause or provision or the remaining clauses and provisions hereof.

Section 7.3. CHOICE OF LAW; VENUE. THE PARTIES HERETO ACKNOWLEDGE THAT THE FIRM'S SERVICES ARE DELIVERED AND FULLY PERFORMABLE IN BELL COUNTY, TEXAS; ANY LAWSUIT FILED THAT CONCERNS THE FIRM'S REPRESENTATION OF CLIENT SHALL BE FILED IN BELL COUNTY, TEXAS, AND THE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO SUE OR BE SUED ELSEWHERE WITH RESPECT TO THIS AGREEMENT. THESE TERMS SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 7.4. ENTIRE FINAL AGREEMENT. THESE TERMS AND ANY WRITTEN FEE AGREEMENT REPRESENT THE FINAL AND COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN, ORAL AGREEMENTS BETWEEN THE PARTIES.