Service Agreement
between You and Gray Paper Legal, LLC ("GPL")
Thank you for choosing Gray Paper Legal, LLC!
Services
GPL will provide you with freelance template development and legal research services on a project-by-project basis (“Projects”). You and GPL will agree, in writing, on the scope of work involved for each Project as it arises. As a GPL subscriber, you are entitled to the following with respect to Project work:
Dedicated Service Hours: For every Subscription Period during the term of this agreement, GPL will provide 3 hours of dedicated service hours towards the completion of any Project. (For purposes of this agreement, “Subscription Periods” are monthly periods beginning on the day of the month you agree to the terms of this agreement, continuing through the same day in the following month, and recurring in the same manner each period thereafter until this agreement is terminated.) GPL will provide a 10% discount on our standard hourly rate for any hours in addition to your dedicated service hours which you may request, or which might be required to complete a Project within the Subscription Period.
You are not required to offer GPL Projects, but your dedicated service hours do not accumulate or carry over to the next Subscription Period. You must use these hours or lose them.
GPL will compete Projects to the best of its ability, to the extent authorized by you. Although we cannot guaranty a completion date for any Project, we will make every reasonable effort to complete Projects within deadlines you provide.
Additional Legal Research: You may request one cite check in each Subscription Period. Additional cite checks may be requested at the discounted rate of $25 each. In addition, during the term of this agreement, GPL will provide, upon your request, up to two Westlaw alerts using the parameters you provide.
Meetings: Subject to availability, you may schedule one, 60-minute meeting with GPL each week during the term of this agreement for any matter related to pending or future Projects. There is no additional charge for these meetings.
Fees and Payment
Subscription. You will be charged $189.00 on or near the first of every Subscription Period. This agreement automatically renews at the start of each Subscription Period unless terminated by you. If you terminate this agreement, you will continue to have access to the benefits of your subscription until the end of the Subscription Period in which you terminated this agreement. You may terminate this agreement by sending a message via the secure portal, by sending an email to mike@graypaperlegal.com, or by navigating to the Options menu in the secure portal and selecting the Cancel option. If any work remains to be done on a Project started during the Subscription Period, you may direct GPL to discontinue work on the Project following termination of this agreement or request our standard hourly service agreement which we will promptly deliver with the then current standard hourly rate. Completion of such a pending Project is contingent on your return of the standard hourly service agreement.
Services. The GPL standard hourly rate is $85.00 per hour. Thus, your charges for work performed on a Project exceeding your dedicated service hours is $76.50/hour. GPL will not increase the standard hourly rate while a Project is in process, nor will GPL raise the standard hourly rate by more than 10% within any three-month period. GPL will also provide you at least 30 days’ written notice before raising the standard hourly rate.
Other fees. We use several 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 with the vendor (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. GPL will only charge you for a cost after receiving your advance written approval to incur the cost for a Project. To complete a Project, GPL may build on, automate, or otherwise operate within applications you use to operate your business. GPL will not subscribe to these services on your behalf. You are solely responsible for acquisition and costs associated with these applications.
Estimates. If you believe a Project might take more than 3 hours to complete within a Subscription Period, you may request an estimate for completion of the Project before we begin work on that Project. If requested, GPL will 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. If the Project cannot be completed within the current Subscription Period, GPL will apply the next Subscription Period’s dedicated service hours to the Project as they are accrued in the next Subscription Period. Our estimate will account for your dedicated service hours. Your total amount due for a Project will not be higher than the highest amount in the estimated range. You will approve the estimate within 5 business days by sending us written notice.
Invoices. On or near the first of each Subscription Period, GPL will invoice you for any work performed on Projects in the Subscription Period which exceed your dedicated service hours. You will pay GPL's invoices within 14 days of receipt. The invoice will include a description of the work performed, the date the work was performed, any approved costs, and a simple accounting of your dedicated service hours and additional service hours.
Term
This agreement commences when signed by the parties below and may be terminated by either party in accordance with this agreement. You may terminate this agreement as described above. GPL may terminate this agreement only with 30 days' advance written notice.
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 any work product produced as a result of the services we provide. 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 and security 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. We welcome your emails but please do NOT share login credentials or other confidential information with GPL via email. Please only share this information with GPL via the secure client portal. GPL will primarily communicate with you via the portal. 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.