1. SERVICES

a. General statement.   This firm is a Colorado limited liability company having general and specialized training and experience in different areas of law as well as varying degrees of knowledge and experience in those areas.  We shall undertake to use our best efforts to provide services to our clients, where necessary, using outside personnel with the requisite level of skill, training, and expertise to assure excellent quality of service.  Our general fee arrangements apply to all services provided to any client and others at a client's request until our relationship is terminated.  All work product will be owned by this firm.

b. Additional Counsel.   As a small firm, we reserve the right to make arrangements for one or more other attorneys to assist us in our work.  We shall, from time to time, make such arrangements with one or more attorneys, depending on the nature of the work to be performed, whom we believe to be competent.  We shall be responsible for the payments for the work of these attorneys, and we shall bill for the work of these attorneys at the rates generally set out herein.

c. Inventory Counsel.    As a small firm, we reserve the right to make arrangements for another attorney to review all of our files in the event of our disability or death in order that our clients do not suffer from our inability to proceed.

1. We shall, from time to time, make such arrangements with one or more attorneys, depending on the nature of the work to be performed, whom we believe to be competent.  The appropriate licensing authority (specifically, the Louisiana Bar Association and the Colorado Supreme Court), as well as our insurance carrier, are kept apprized of the current arrangements.
2. You will not be obligated in any way for the fees of this other attorney unless and until you agree to a new arrangement with him/her, except for a nominal fee for the review and advice from one attorney.
3. In any event, the arrangements with the other counsel are limited to:
           (i) a review of our pending files sufficient to determine the status thereof and
           (ii) advising the client of the facts surrounding our disability or death, of the steps necessary to proceed with the matter, and of the estimated cost for the completion of the work.

2. FEE AGREEMENT

a. Commencement of Relationship.   Unless and until we have reached a mutual agreement as to the services to be performed and the fees to be paid, you have no responsibility to pay any fees and we have no responsibility to you as a client.  Usually, the agreement will be in the form of a written fee agreement incorporating the terms and conditions of this Memorandum.  The fee agreement will identify our obligations to perform services for you and your obligations to compensate us.

b. Initial Interview.   Whether the initial interview is conducted in person or by telephone or by E-Mail, there will be no fee charged unless and until the fee agreement is settled between the potential client and the firm.  By the same token, there is no responsibility to the potential client to perform any services unless and until the fee agreement is settled.

c. E-Mail or Voice-Mail or Other Inquiries.   Inquiries are sometimes received by this firm from persons who are not now clients.  Although we shall make every effort to respond to such inquiries in a reasonable time, messages can be lost and the demands of current clients may delay responses.  Unless and until a fee agreement is settled between the potential client and this firm, we assume no responsibility for the timeliness and correctness of any response.  In particular, “off-the-cuff” responses to general questions in advance of the commencement of an attorney-client relationship as evidenced by the agreement on a fee arrangement are given without research into either the facts or law of the specific matter;  and it is not expected that the potential client will be relying on the response unless and until the potential client and this firm reach an agreement on the fees to be charged and the actual services to be performed.  In short, such “off the cuff” responses are not given as legal advice and cannot be relied upon as legal advice.

d. Right to Terminate / Withdraw.   The client has the right to terminate our representation at any time.  The firm has the same right, subject to an obligation to give the client reasonable notice to arrange alternative representation.

3. MUTUAL RESPONSIBILITIES

a. Our Responsibilities.

1. In most cases, we shall perform all work on your behalf.  In case we find it necessary to obtain assistance, we shall supervise the conduct of the work.
2. We shall endeavor to keep you informed, as prompted by the circumstances, concerning the nature of each project and the principal attorney(s) assigned to your matters.  We shall make reasonably available to a client any written materials sent or received by us in connection with that client's matters.  You should feel free to initiate discussion with us of any aspect of our bills or the work we are performing for you.  We shall try to do what is proper and fair and to base our relationship with you on mutual trust and respect.

b. Your Responsibilities

1. Should  the work require review of prepared documents or recommendations and subsequent instructions by you, then you must review and respond with instructions within a reasonable time.  Failure to respond within sixty (60) days of the initial communication will result in additional charges for changes, corrections, and final conclusion of the matter.
2. In all cases we rely on you to provide us with accurate information.  Should you fail to provide accurate information or should you fail to keep us informed of material changes in your circumstances, we cannot be responsible for the consequences.

4. OPINION LETTERS

a. General Opinion Letters.   Any statement communicated to a client regarding a particular result or consequence for a given circumstance must be considered as preliminary only and may not be relied upon in any planning either to pursue or to refrain from pursuing any particular course of action unless the communication is clearly designated as a formal opinion.  Only a formal opinion letter that reviews all of the pertinent facts and law and addresses all of the material issues can be relied upon in any planning either to pursue or to refrain from pursuing any particular course of action.

b. Tax Opinion Letters.   Any statement related to taxes contained in any communication must be considered as preliminary only and may not be relied upon in any tax planning unless it is clearly designated as a formal opinion.  Only a formal opinion letter that reviews ALL facts and discloses ALL potential issues can be treated as “formal” tax advice on which the client may rely for purposes of avoiding certain tax penalties.  Should you desire a formal opinion on a particular tax matter for the purpose of avoiding the imposition of any penalties, our firm must be engaged for that purpose; and we shall discuss further the Treasury requirements that must be met and whether it is possible to meet those requirements in the circumstances, as well as the anticipated time and fees involved.

5. FEES and COSTS

a. Fees.

1. Under the Rules of Professional conduct, all attorney's fees must be reasonable.  Factors to be considered in determining the reasonableness include the time and labor required, the novelty and difficulty of the questions involved, and the skill requisite, the fee customarily charged in the locale for similar services, the amount of time involved and the results obtained, the time limitations imposed, the nature and length of the professional relationship, and the experience, reputation, and ability of the attorney performing the service
2. Because the amount of attorney's time required varies substantially from case to case depending on the complexity of the issues and because the amount of time required is a function of forces beyond the control of the attorney, we generally consider it a good business practice to avoid a fixed fee arrangement.  We can, upon request, provide you with a rough estimate of fees and costs based upon historical information concerning fees and costs in similar matters, although any estimate given in advance will not constitute an agreement for a fixed fee arrangement, unless expressly agreed by us in writing.
3. Our billing rates and fee structure are subject to revision from time to time without notice.  All fees for our services will be based on billing rates and the fee structure in effect at the time the services are provided.  Termination of our services will not affect your obligation to pay for all services previously rendered.
4. No part of our fees are contingent, and all fees and costs are due strictly as provided herein.
5. Any fee disputes are subject to the arbitration provisions set out in paragraph 10.e, below.
6. For an idea of the range of current fees, see: Suggested Fees

b. Engagement Retainer Fee.   An Engagement Retainer Fee is a fee paid, apart from any other compensation, to ensure that we shall be available for the client if required.  It is considered earned when paid and is not refundable.  When, as, and if services are actually performed, additional fees will be charged.

c. Periodic Retainer   An agreement for a Periodic Retainer, in the absence of any writing to the contrary, includes all legal fees for ordinary consulting services rendered during the term of the retainer.  In the absence of a specific writing, it does not include legal fees for extraordinary services such as court appearances, travel, or other services outside the scope of the Periodic Retainer.  Such retainer will be deemed earned upon the commencement of the period for which it is paid, subject to a refund of any portion of the fees deemed unreasonable should the services be terminated prior to the expiration of the term.  For example,

1. A Periodic Retainer for “on-going estate planning” would include all consulting relating to changes in the law and new developments in the area of estate planning since the establishment of the client’s estate plan. It would not include probate or services as a fiduciary.
2. A Periodic Retainer for “business organization and operation” would include all consulting for the normal day-to-day operation of the business, including initial inquiries relating to an acquisition or merger;  however, it would not include consulting relating to the actual negotiation or consummation of a merger or acquisition.  It would include general consulting relating to the actions of the board of directors, but it would not include representation relating to a shareholder’s derivative action.
3. A Periodic Retainer for services as a director would include attendance at one board meeting per quarter.  It would not include services for the preparation and dissemination of minutes or for attendance at committee meetings.
4. Actual out-of-pocket expenses and costs of accounting and bookkeeping relating to the Periodic Retainer will be the responsibility of the client and are not included in the retainer.

c. Advance.

1. An Advance is a sum paid in advance of services having been rendered.  It is not earned until the services are performed, and the unearned portion is refundable upon the termination of services.
2. Any Advance is held in a bank account separate from the funds of the firm, with the interest earned on such account, if any, credited to the Colorado Lawyer’s Trust Account Fund (COLTAF). Such account is maintained strictly in accordance with the COLTAF rules of the Colorado Supreme Court.
3. The Advance may be applied on account or held on account until the services for which we are retained are substantially completed.  Should the advance be withdrawn from the COLTAF account and paid into the firm’s account for credit against the balance due on your account, we reserve the right to require its replenishment.  Also, we may adjust the amount of the Advance in accordance with our estimate of the amount of future fees and disbursements.  The initial advance is specified in the fee letter and is to be paid to us before any services are to be performed.

d. Costs.   Although we do not customarily charge for minor photo-copying, mailing or delivery, or long-distance telephone charges, we do reserve the right to do so when such charges become material.  Costs for which we may seek reimbursement include, but are not limited to, long distance telephone calls, telecopier (related telephone charges and a fixed fee per page), computerized legal research, staff overtime, copying and printing, mailing, delivery charges, filing fees, service of process fees, transcript and deposition fees, travel, expert witness fees, and investigator fees.  When such costs are expected to be substantial, we may request that you make arrangements for payment of such items directly with the party providing them or that you advance such costs to us on an estimated cost basis in addition to any other advance or retainer.

6. INVOICES, STATEMENTS, and COLLECTIONS

a. Invoicing and Statements.

1. We invoice periodically, usually monthly, for our services, which invoices set forth the following information:
       (i)    the nature of the services rendered by date and the aggregate charge for those services and
       (ii)    the general nature and amount of any costs.
2. We issue statements periodically, setting forth:
       (i)    the "previous balance" (the outstanding balance at the beginning of the billing period),
       (ii)    all payments received and accounted for as of the statement date,
       (iii)    the "adjusted balance" (the previous balance minus payments received, including application of any part of the retainer),
       (iv)    a late payment charge, if applicable, and
       (v)    the "new balance" (the outstanding balance taking into account services provided during the billing period and payments received).

b. Terms of Payment.

1. The new balance is due in full on receipt, and must be paid no later than the date of the commencement of the following billing period.
2. It is our policy that any questions as to the correctness of the statements, other than arithmetic errors, must be raised, in writing, within thirty days of the date of the statement.  Thereafter, the statements will conclusively be presumed correct.
3. A late payment charge computed at the rate of 1-1/2% per month (18% per annum maximum) will be charged on any new balance not paid and received by the commencement date of the billing period following the date of the bill.  If the new balance is not paid when due, the account will be delinquent; and, in addition to adding a late payment charge, we may suspend performance of services.  By providing for a late payment charge, we do not intend to imply that we wish to create a credit arrangement.  Rather, the late payment charge permits us to be compensated for carrying an overdue account.

c. Special Arrangements.   If our normal fee arrangements are not currently feasible for your particular circumstance, we shall discuss other arrangements prior to commencing our representation.  If your particular circumstance changes after we commence our representation so that the agreed fee arrangement is no longer feasible, we shall discuss other arrangements at that time.

d. Collection Actions.   If we are not paid, we may institute a collection action to recover our fees, and, additionally, we shall be entitled to recover reasonable attorneys fees and actual costs connected with such action.  We may elect to use our own personnel in the collection action.  Prompt payment will avoid institution of a collection action.

7. CONFLICTS OF INTEREST

a. General Statement.   We reserve the right to withdraw from representing any client if in our opinion a conflict of interest has occurred or may occur.

b. Multiple Clients.

1. Multiple client representation may occur when we are asked to represent a business and its owners or several partners in a partnership or a family in its overall estate planning.
2. When we represent multiple clients, we may receive information from one or more of those clients.  All such information may be shared among the multiple clients unless a client designates the information as confidential.  If confidential information is designated, we shall advise the other clients that a confidence exists, but will not divulge such information.  Each client in a multiple-client situation waives the privilege of confidentiality as between the multiple clients unless (s)he designates information confidential and, even with such a declaration, to the extent necessary for us to be able to advise the other clients of the existence of the confidential information.  If any client objects to our receipt of such information without divulging it, we reserve the right to withdraw from the representation of one or more of such clients if withdrawal is required or warranted under the circumstances.
3. When we represent multiple clients as joint-clients, such as the representation of two or more family members in the preparation of their combined estate plans or the representation of both buyer and seller in a business transaction, information given to us by any client must be disclosed to the other(s), since not to do so would be a violation of the attorney-joint-client relationship.  Each client in a multiple joint-client situation waives the privilege of confidentiality absolutely as between the multiple joint-clients.  This might inhibit one client from telling us something in confidence that (s)he thought we need to know, because (s)he would realize that we should be forced to disclose it to the other.  Furthermore, if, after completing the work (such as the estate plan for spouses), or after terminating our attorney-client relationship without completing the work, one of the clients in a joint-client situation asks us to revise the work, then we can only do so with the consent of both of the joint-clients and providing both with copies of all information, notes, correspondence, draft documents, and final documents, unless at that time all parties (or their representatives) agree otherwise.

c. Entity Representation.   When we represent an entity, the rules generally vary regarding to whom we owe our duty of loyalty and confidentiality.  In the interest of clarity, we are stating our understanding of the relationship.

1. When we represent a corporation, the corporation is our client, and neither the owners nor the directors nor the officers are entitled to the privilege of confidentiality.  Only the corporation has that privilege.  Any information that we discover must be disclosed to whomever we believe is appropriate in the best interest of the corporation.
2. Similarly, when we represent a limited liability company or a general or limited partnership, the entity and not the manager is the client.
3. When we represent a fiduciary (e.g., the custodian for a Minor, the trustee of a trust, or the personal representative of a probate estate), there are two possibilities.  Either we represent the fiduciary, individually and not in his/her capacity as fiduciary or we represent the fiduciary as fiduciary.  In the former case, the fiduciary in his/her individual capacity is our client, and we owe no more duty to the estate or to its beneficiaries than we would owe to a stranger.  In the latter case, we may be considered a fiduciary of sorts with regard to the estate and its beneficiaries;  and the fiduciary must expect that we shall advise the appropriate person in the event that we believe it necessary to protect the best interest of the estate or its beneficiaries.  The client-fiduciary-as-fiduciary waives any privilege of confidentiality to the extent necessary for us to fulfill our obligation to the estate and to the beneficiaries.  More specifically, the relationship between us and a client-fiduciary-as-fiduciary is subject to a detailed addendum.

8. PRIVACY POLICY

1. Attorneys have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by any specific law.  Therefore, we have always protected your right to privacy.
2. In the course of providing our clients with income tax, estate tax, and gift tax advice, we receive significant personal financial information from our clients.  If you are a client of WIEGAND - ATTORNEYS & COUNSELORS LLC, you should know that all information that we receive from you is held in confidence, and is not released to people outside the firm, except as agreed to by you, or as required under an applicable law.
3. We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and in, some cases, to comply with professional guidelines.  In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards.

9. DOCUMENT RETENTION POLICY

a. Location.

1. We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and in, some cases, to comply with professional guidelines.
2. Original documents such as Wills and Trusts and un-recorded documents of title (share certificates and Promissory Notes) and tax-preparation related documents are kept in a file cabinet that has a one-hour fire rating.  We offer, of course, no guarantee that the documents will survive a catastrophic disaster.
3. Original documents such as Corporate Minutes and contracts are maintained in our general filing area.  We maintain these records with other client records as long as the client activity is current.
4. Client financial records kept on magnetic media are stored in a “safe” with an appropriate fire rating for magnetic media.  Hard copies of these data may or may not be maintained as normal client records.

b. Term.

1. Financial  records are maintained for three years in the fire-rated cabinet before being moved to storage (which may or may not preserve the data).  
2. Other original documents are maintained in the fire-rated cabinet for as long as we have regular contact with the client.
3. Should a period of years go by without any client activity, we shall attempt communication with the client to see if the records are still required.  After two years of inactivity, we may move the records to storage.  After three years in storage, we shall make an effort to communicate with the client to return the records;  however, if we are unable to communicate with the client, we reserve the right to destroy the records (other than original Wills and Trusts).
4. Original Wills and Trusts for inactive clients that cannot be returned to the client are lodged with the appropriate court of probate jurisdiction, if such is available.
5. Any client records slated for destruction are destroyed by shredding in-house or by contracting with a certified document destruction company.

10. MISCELLANEOUS

a. Assignment.   None of the rights, duties, and privileges of either party may be assigned or otherwise transferred without the express, written consent of the other party.

b. Counterparts.   It is expected and understood that this memorandum has been distributed to the client and that it is deemed accepted by the client unless the client notifies this firm in writing of any objection.  A signature acceptance of the fee letter or the submission of any payment to this firm after the dissemination of this memorandum is treated as a specific acceptance of the terms and conditions of this memorandum.

c. Choice of Law.   The validity of the contract between this firm and the client is to be determined under, and the provisions of the contract are to be construed in accordance with, the laws of the State of Colorado.  Any dispute is to be resolved in Denver, Colorado.  Notwithstanding the foregoing, if the services are to be performed in and relate to Louisiana, then the laws of Louisiana are to govern and disputes are to be resolved in Louisiana.

d. Severability.   Should any part of this agreement be found by an appropriate authority to be void or against public policy, such part is to be deleted; but the contract, as so amended, is to remain in full force and effect.

e. Arbitration.