Service Agreement

between You and Gray Paper Legal, LLC ("GPL")

Thank you for choosing Gray Paper Legal, LLC!

Services

GPL agrees to provide you with freelance development and legal research services on a project-by-project basis. You and GPL will agree, in writing, on the scope of work involved in each project as it arises. GPL will make every reasonable effort to accept projects from you during the term of this agreement but GPL is not obligated to accept any project you offer. You are also not required to offer GPL projects. If GPL accepts a project, GPL will complete the project to the best of its ability, to the extent authorized by you. Although we cannot guaranty a completion date, we will make every reasonable effort to complete projects within the deadlines you provide.

Fees and Payment

Services. Unless the parties agree in advance on a flat fee for a particular project, GPL will bill you at the rate of $85.00 per hour, billed in increments of one-tenth of an hour. GPL will not increase this rate while a particular project is ongoing. GPL will provide you at least 14 days’ written notice before billing any time at an increased rate.

Meetings. GPL will not charge you for meetings about upcoming, ongoing, or prospective projects that are 60 minutes or less and scheduled at least a week apart from any other such meeting. Unless otherwise agreed to by the parties in writing, meetings a) lasting more than one hour or b) any series of two or more meetings, scheduled in advance, may only be booked with GPL as a separate project subject to the terms of this agreement.

Other fees. We use a number of subscription-based research and development services but GPL will only bill you for costs related to these services if they are incurred at your request and they exceed the scope of our subscription agreement (i.e., they require GPL to incur additional "out of plan" charges). Other sample fees may include travel expenses, data retrieval fees or other items. However, GPL will only charge you for a cost after receiving your advance written approval to incur the cost for a project.

Estimates. GPL will not send you an estimate for projects we determine will take less than 4 hours to complete unless you specifically request an estimate for the project. For other projects, GPL may send you an estimate for the time needed to complete the project as well as a range, from low to high, representing the possible total amounts due for the completed project. Your total amount due for a project will not be less than the lowest amount in this range and your total amount due will not be higher than the highest amount in this range. You will approve the estimate within 5 business days by sending us written notice.

Billing. For each project, GPL will invoice you for an initial, non-refundable deposit equal to 25% of the highest range amount in the estimate. For example, if we estimate that your final amount due will be between $1,000 and $2,000, your deposit invoice will be for $500. If you do not request an estimate, you will pay the deposit for the project. We will start your project after your deposit is made. GPL will also invoice you on or near the first of each month for work performed on your project in the prior month. Your deposit amount will be deducted from each invoice until the deposit amount is extinguished. Payment of invoices is due within 30 days. Because GPL is an independent contractor, you will not withhold any taxes from payments to GPL.

Term

This agreement is effective once it has been signed by both parties below. Either party may withdraw from a project after giving the other party at least 14 days’ written notice of the intent to withdraw. This agreement will remain in effect indefinitely as an umbrella agreement unless either party withdraws from the agreement in writing. If you terminate this agreement or a project, GPL will cease all work on any unfinished project and bill you only for work already performed on the project.

Relation of the Parties

GPL is not a law firm and we are not your employees. Nor is this agreement meant to establish a partnership or joint venture. GPL's work often requires us to employ our best judgment and draw legal conclusions but you promise not to replace your independent professional judgment with work product. Any project we produce for you is not legal advice.

Other Terms

Intellectual Property. GPL claims no right, title, or interest in any work-product developed under this agreement. You are free to modify the work we deliver in any way. GPL may use your trademarks, original works, and other intellectual property only to the extent necessary to complete a project.

Governing Law. This agreement is governed by Minnesota law.

Confidentiality. GPL is not a law firm but we take our commitment to confidentiality seriously. Please do not provide GPL with confidential information, or access to confidential information, unless the information relates to a project that GPL agreed to undertake. GPL will maintain the confidentiality of your information and your client’s information. Although your clients are not our clients, GPL undertakes the same professional duty of confidentiality with respect to your clients that we would take for our own clients under the Rules of Professional Conduct. GPL's duties of confidentiality survive the termination of this agreement.

Communication. Any writing or written communication referenced in this agreement includes communication by email or via secure message in your GPL client portal.