Standard Terms and Conditions of Engagements
The following standard terms and conditions are incorporated in and made a part of the engagement letter for each matter in which Outside Chief Legal LLC (“The Firm,” “OCL,” or “we/our/us”) is engaged to represent you (“Client” or “you/your”), as identified in the engagement letter. These terms apply unless expressly modified in the engagement letter for a specific matter.
Scope of Representation and Client Identity
The Firm’s client for purposes of each engagement is the Client identified in the engagement letter and only that entity or person(s). Unless expressly named in the engagement letter, we do not represent Client’s affiliates, which includes parent companies, subsidiaries, related entities, owners, officers, directors, employees, or family members. If you believe our representation should extend to any of those parties, please raise that with us before signing the engagement letter.
Communication and Client Responsibilities
The Firm will keep Client informed of the status of all matters and provide copies of relevant correspondence, pleadings, and documents. Client agrees to cooperate fully with the Firm and to provide promptly all information and documents known or available to Client that are relevant to the Firm’s representation.
Fees and Billing
The fee arrangement for each engagement is set forth in the engagement letter for the applicable matter. The Firm uses a variety of fee structures, including hourly rates, flat fees, and subscription-based arrangements, depending on the nature of the engagement. The specific fee structure, rates, and billing terms applicable to your matter will be described in the engagement letter.
Hourly Engagements
Where the engagement letter specifies hourly billing, the Firm will bill in increments of one tenth of an hour, with a minimum charge of one tenth of an hour per activity. Hourly rates vary based on the nature of the matter and the experience and skill of the attorney, paralegal, or professional rendering the services. The Firm will charge for all activities undertaken in connection with the representation, including correspondence by any medium, document review and preparation, and legal research.
Rate Adjustments
The Firm reserves the right to adjust its standard rates annually, effective January 1 of each year. Any rate adjustments applicable to an active engagement will be communicated to Client in writing at least fourteen (14) days before the new rates take effect. Adjusted rates apply only to services performed on or after the effective date.
Urgent Matter Premium
The Firm reserves the right to apply a premium of up to 25% above the otherwise applicable rate for matters requiring response or deliverables within twenty (20) business hours of the request (business hours being Monday-Friday, 8:00 a.m.-6:00 p.m.), or requiring substantial work outside of standard business hours. This premium reflects the operational impact of reprioritizing resources to meet accelerated timelines.
Reimbursable Costs and Expenses
In addition to fees for legal services, Client is responsible for reimbursable costs and expenses incurred by the Firm in connection with the representation. Unless otherwise specified herein, all such costs and expenses will be billed to Client at the Firm’s actual out-of-pocket cost or the amount charged to Firm on behalf of Client. Reimbursable costs and expenses may include, without limitation, filing fees, court costs, postage, courier and overnight delivery charges, long-distance telephone charges, electronic research charges, video conferencing costs, and similar disbursements. The following categories of expenses are billed at the Firm’s standard rates rather than actual out-of-pocket cost: (a) mileage, at the then-current IRS-approved standard mileage rate; (b) in-house copying and printing, at $0.20 per page (black and white) and $0.50 per page (color); and (c) scanning and document processing, at $0.15 per page. The Firm reserves the right to adjust the standard rates set forth in this Section upon fourteen (14) days’ prior written notice to Client.
Invoices for significant third-party costs (generally $1,000 or more), including expert witness fees, associated counsel fees, consultant fees, title searches, transcription services, and similar disbursements, will typically be forwarded to Client for direct payment. No expenses for expert witnesses or consultants will be incurred without Client’s prior consent. Where substantial costs are anticipated, the Firm may request a separate cost retainer.
Retainer
It is the Firm’s policy to require an initial retainer before commencing legal services for a new client, as specified in the engagement letter. Earned fees and reimbursable costs will be applied against the retainer, with notice to Client. For additional matters, the Firm may request a supplemental retainer reasonable in light of the anticipated scope of the work.
Where the engagement letter designates an “evergreen” retainer arrangement, Client agrees to replenish the retainer to the initial retainer amount specified in the engagement letter. When the retainer balance falls below the threshold stated in the engagement letter (or, if no threshold is stated, fifty percent (50%) of the initial retainer amount), the Firm will notify Client in writing of the amount required to replenish the retainer, and Client agrees to remit payment within fourteen (14) days of such notice. Failure to timely replenish the retainer may, at the Firm’s discretion and subject to applicable rules of professional conduct, result in suspension or termination of the engagement.
Retainer funds will be held in the Firm’s trust account in accordance with applicable rules governing client trust accounts. Upon conclusion or termination of the engagement, any unearned retainer balance will be refunded to Client within thirty (30) days of the Firm’s final accounting for the matter.
No Guarantees
The Firm makes no guarantees regarding the outcome of any matter and disclaims any and all implied warranties regarding the results of its services. Unless a flat fee or subscription arrangement is specified in the engagement letter, Client acknowledges that the Firm has made no promises regarding the total amount of fees to be incurred.
To the fullest extent permitted by law, the Firm’s total liability to Client for any claim arising out of or related to the engagement shall not exceed the total fees actually paid by Client to the Firm for the specific matter giving rise to the claim (or, if fees are not allocated to specific matters, the total fees paid under the applicable engagement letter during the twelve (12) months preceding the claim). In no event shall the Firm be liable for indirect, incidental, consequential, or punitive damages. Nothing in this provision limits the Firm’s liability for fraud, intentional misconduct, malpractice, or the Firm’s obligations under the applicable rules of professional conduct.
Payment Terms
Unless otherwise specified in the engagement letter, payment is due within fourteen (14) days of the invoice date. The Firm reserves the right to charge simple interest at the rate of 12% per annum on any amounts that remain unpaid beyond the due date (but not exceeding the maximum rate permitted by law). Prompt and full payment is essential to the Firm’s ability to provide effective legal services, and the Firm reserves the right to withdraw from the representation if invoices are not paid in a timely manner.
Credit Card Payments
If Client elects to pay by credit card, Client authorizes the Firm to charge the card on file for all fees and expenses incurred, including any applicable processing fees, late fees, and interest. Credit card payments are subject to the terms of the Firm’s separate Credit Card Authorization Agreement, which is incorporated by reference. Payments made by credit card will incur a surcharge not to exceed the actual cost of acceptance as determined by the applicable card network rules, and in no event more than four percent (4%) of the transaction amount. Alternative payment methods are available without a surcharge. Client agrees to raise any fee concerns directly with the Firm before initiating any chargeback or reversal. Unresolved chargebacks or reversals may result in additional processing fees and may affect the Firm’s ability to continue the engagement, subject to applicable rules of professional conduct.
Fee Disputes
If Client disputes or objects to any fees or costs invoiced by the Firm, Client shall notify the Firm in writing with sufficient detail to identify the basis for the dispute. The Firm will have seven (7) days to respond. Following the Firm’s response, the parties will have an additional seven (7) days to meet and confer in good faith to attempt a resolution. Client shall not initiate any lawsuit, arbitration, or formal proceeding with any court or arbitral forum regarding the disputed fees until the parties have completed the meet and confer process described above, or thirty (30) days have elapsed since the Firm’s actual receipt of Client’s written dispute, whichever occurs first. Nothing in this provision restricts Client’s right to file a complaint with any applicable bar disciplinary authority.
Confidentiality & Electronic Communications
The Firm will maintain the confidentiality of all information relating to the representation of Client in accordance with applicable Rules of Professional Conduct. The Firm will not disclose Client’s confidential information to any third party without Client’s informed consent, except as permitted or required by applicable law or professional rules (including, without limitation, disclosures necessary to prevent reasonably certain death or substantial bodily harm, to comply with a court order, or to establish a defense in a dispute between the Firm and Client). Client’s confidential information includes all information relating to the representation, regardless of the source. The Firm’s duty of confidentiality survives the termination or conclusion of the engagement. Client may provide written consent authorizing the Firm to disclose specific categories of information to identified third parties, and any such consent may be revoked at any time by written notice to the Firm, provided that revocation shall not affect the validity of any disclosures made prior to the Firm’s receipt of such notice.
The Firm communicates with clients and other necessary parties using electronic means, including email, client portal platforms, messaging applications, video conferencing, and cloud-based file sharing. Client acknowledges that electronic communications carry inherent security risks and, by executing the engagement letter, authorizes the Firm to use these methods. If there are specific documents or categories of information for which Client requires an alternative method of communication, Client must advise the Firm in writing, and the Firm will use commercially reasonable efforts to accommodate that request.
Use of Artificial Intelligence Tools
Client authorizes Outside Chief Legal LLC to utilize artificial intelligence tools and technologies in the performance of professional services rendered under the engagement. Such tools may be used to enhance efficiency, improve analysis, and better serve Client’s needs. Client information used in connection with AI tools will be handled in accordance with applicable professional standards and confidentiality obligations. All work product generated with the assistance of AI tools remains subject to review, verification, and professional judgment by licensed personnel of the Firm, who retain responsibility for deliverables consistent with the Firm’s professional obligations and applicable standard of care. If Client prefers the Firm not use AI tools in connection with a particular matter, Client may opt out by notifying the Firm in writing.
Insurance
Unless the engagement letter expressly provides otherwise, Client is responsible for tendering any claim or suit to Client’s insurer. Where the Firm is retained as counsel with the agreement of an insurance carrier, certain restrictions may apply regarding covered services, hourly rates, or reimbursable costs. The Firm will work cooperatively with any such carrier but the Firm’s agreement is with Client, and Client agrees to pay the Firm’s invoices promptly regardless of the status of any insurance reimbursement. If a billing dispute arises between Client and the carrier, Client may wish to consult independent counsel regarding that dispute. The Firm may also be available to assist at the Firm’s then current rates, subject to applicable conflict-of-interest rules.
Force Majeure
Neither party shall be liable for delay or failure to perform obligations under any engagement when caused by events beyond reasonable control that could not be prevented through reasonable measures (e.g., natural disasters, acts of God, war, terrorism, government orders, or pandemics). The affected party must notify the other party within ten (10) business days, provide documentation of the event, and use best efforts to mitigate the impact. Obligations are suspended only during the event and resume when it ends. Force Majeure does not include matters within the party’s reasonable control. Nothing in this provision is intended to limit or expand the Firm’s professional obligations under applicable Rules of Professional Conduct.
Termination
Either party may terminate the engagement at any time for any reason by written notice, subject on the Firm’s part to applicable rules of professional conduct. If permission for withdrawal is required by a court, the Firm will promptly apply for such permission in accordance with applicable rules, and Client agrees to engage successor counsel.
Unless previously terminated, the Firm’s representation of Client concludes upon the Firm’s completion of the work described in the engagement letter. Where the engagement is terminated by either party before completion, representation concludes as of the date of the written notice of termination, or such later date as required by applicable rules of professional conduct governing the Firm’s withdrawal. The Firm will issue a final invoice following the conclusion or termination of the engagement. Client shall pay in full all fees for services rendered and costs incurred through the date of conclusion or termination.
Post-Engagement Matters
The Firm’s engagement is limited to the specific matter described in the engagement letter. After the conclusion of a matter, changes in applicable laws or regulations may affect Client’s rights or obligations. Unless Client engages the Firm to provide additional advice, the Firm has no continuing obligation to advise Client regarding future legal developments.
Disposition of Records
The Firm is not obligated to retain file materials related to a matter after the representation has concluded, except as required by law. Following the conclusion of a matter, the Firm will notify Client in writing that the matter has concluded and that Client has thirty (30) days from the date of such notice to request return of file materials. Any materials not requested within that period will be retained and ultimately destroyed at the earlier of (a) eight years following the conclusion of the representation, or (b) the expiration of any retention period required by the Alabama State Bar or other applicable bar authority.
Future Conflicts in Unrelated Matters
Because of the breadth of the Firm’s client base, it is important that the Firm not become unduly restricted from representing clients in matters unrelated to its work for Client. Accordingly, unless the engagement letter provides otherwise, Client agrees that the Firm may represent other clients in matters that are not substantially related to the Firm’s work for Client, even if those clients’ interests are directly adverse to Client in a matter for which the Firm has not been engaged.
This prospective consent does not apply where the Firm has obtained sensitive, proprietary, or otherwise confidential information from its representation of Client that, if known to another client, could be used to Client’s material disadvantage. In any such instance, the Firm will decline the adverse representation or seek Client’s informed written consent, and will implement an appropriate ethical wall as an additional safeguard. If Client has questions about this provision or believes a modification is appropriate, Client should discuss the matter with the Firm or seek independent counsel before signing the engagement letter.
Contract Attorney and Paralegal Billing
The Firm may charge fees at prevailing market rates for services rendered by its contract attorneys, paralegals, and other professionals, consistent with applicable law. See ABA Formal Opinion 00-420 and Missouri v. Jenkins, 491 U.S. 274 (1989).
Governing Law
These terms and conditions shall be governed by and construed in accordance with the laws of the State of Alabama and the Alabama Rules of Professional Conduct, except as otherwise required by the rules of another jurisdiction in which the Firm is authorized to practice. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Disputes
For any dispute arising out of or related to the engagement that is not a fee dispute, the parties agree to first attempt resolution through good-faith negotiation and, if unresolved within thirty (30) days, through mediation administered by a mutually agreed mediator in Alabama. If mediation does not resolve the dispute, either party may initiate litigation, and the parties consent to exclusive venue and jurisdiction in the state and federal courts located in Mobile County, Alabama.
Version: April 2026