Thank you for choosing Gray Paper Legal, LLC!

Please read these terms carefully, then sign the agreement below. Following your signature, you’ll receive an invitation to a secure client portal. The portal is where you can securely share documents, messages, and work orders.

Thanks!
Mike and Armen

Service Subscription Agreement

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

Services

Services. GPL will provide you with template development, legal research, and other freelance support services requested by you 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. 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.

As a GPL subscriber, you are entitled to the following with respect to Project work:

Portal. All subscribers are invited to a secure client portal at secure.graypaperlegal.com. Here, you may order Project work, securely communicate with GPL, and access other services GPL may provide within the portal.

Dedicated Service Hours. For every Subscription Period during the term of this agreement, GPL will provide you dedicated service hours towards the completion of any Project. A “Subscription Period” begins on the day of the month you first access the secure client portal. A Subscription Period ends on the same day in the next month. Subscription Periods recur in the same manner until this agreement is terminated. 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.

Discounts. For every Subscription Period, GPL will apply discounts on our Standard Hourly and Custom Development rates 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.

The number of dedicated service hours and discounts available for each subscription level are as follows:

Free: No discounts or dedicated service hours are available to ‘free’ subscribers. The Standard Hourly and Custom Development rates apply to all Project work. However, free subscribers get access to the secure client portal and may order Projects using tools provided in the portal.

Basic:

        Dedicated Service Hours per Subscription Period: 3
        Discount on Standard Hourly and Custom Development rates for additional hours: 10%

Premium:

        Dedicated Service Hours per Subscription Period: 5
        Discount on Standard Hourly and Custom Development rates for additional hours: 15%

Rates

Standard Hourly Rate: The GPL Standard Hourly rate is $95.00 per hour. The

Standard Hourly Rate applies to all Project work (including meetings) but does not apply to Custom Development Work.

Custom Development Rate: GPL performs most Project work on applications chosen by you (e.g., Word, Gavel, Clio Draft, Woodpecker, NDMax, Make, Zapier, etc.). In these cases, the Standard Hourly Rate typically applies. However, some Projects require “Custom Development Work”; that is, the writing of code, script, or other work which is not supported by one of these application’s documentation or support forums. In these cases, the Custom Development rate applies. The GPL Custom Development Rate is $245.00 per hour. GPL will promptly notify you if we believe any Project requires Custom Development Work and we will only begin such work if expressly authorized by you in writing.

Rate Increases: GPL will not increase the Standard Hourly or Custom Development rates while a Project is in process, nor will GPL raise these rates by more than 10% within any three-month period. GPL will also provide you at least 30 days’ written notice before raising any rate.

Cloud Services. 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.

Other fees. We use several subscription-based research and development tools, 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 (for example, they require GPL to incur additional "out of plan" charges). Other 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.

Estimates. If you believe a Project might take more hours to complete than are available with your subscription’s dedicated service hours, 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.

Fees and Payment

Subscriptions. You will receive an invite to the secure client portal. Payment of the initial subscription fee is required before you can access the client portal. Thereafter, subscribers will be automatically charged for their subscription on the first day of each subsequent Subscription Period unless this agreement is terminated. Subscription rates are as follows:

Free: $0
Basic: $245.00 / month
Premium: $415.00 / month.

Invoices for Additional Hours. On or near the first of each Subscription Period, GPL will invoice paid subscribers for any work performed on Projects in the prior Subscription Period which exceed your dedicated service hours. In addition to the total amount due, the invoice will include a description of the work performed, the total number of hours worked, and any approved costs. Invoices are due and payable upon receipt.

Free Subscriber Invoices. GPL will invoice free subscribers upon completion of a Project. Payment of these invoices is due and payable upon receipt.

Term and Termination

This agreement commences on the first day of your first Subscription Period and continues until the last day of the Subscription Period in which you terminate this agreement. You may terminate this agreement in a plainly worded message to Mike via the secure client portal or by sending an email to mike@graypaperlegal.com. You may also terminate this agreement by navigating to the Options menu in the secure client portal and selecting the Cancel option. 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. If you terminate, GPL will continue work on any Project until the end of the final Subscription Period, including any work beyond your dedicated service hours unless you expressly request otherwise in your termination notice. GPL will send you your final invoice at the end of your final Subscription Period.

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 or other service provided pursuant to this agreement. 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 for you 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. Furthermore, upon your reasonable request, GPL will execute documents or perform or provide further assurances as may be reasonably necessary to complete and perfect the transactions contemplated by this agreement. This includes, but is not limited to, the execution of any assignments, consents, or other documents or actions that may be necessary to implement and effectuate the purposes of this agreement.

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 secure client portal.