GENERAL TERMS AND CONDITIONS FOR LEGAL SERVICES

These General Terms and Conditions (the “Terms”) are published by K&N Law Group PLLC (“K&N” or “the Firm”) and are intended to apply to all clients and all legal engagements unless otherwise agreed in writing. These Terms are published at www.kandnlawgroup.com/legal-terms and incorporated by reference into all written engagement agreements entered into with the Firm.

1. Engagement of Service.

These Terms apply to all professional services provided by K&N. Representation is limited to the entity or individual identified in the engagement agreement. Representation of an entity does not include its owners, affiliates, or related individuals unless explicitly stated.

2. Standard billing practices and expenses.

Fee Structure. K&N’s fees for legal services will be determined based on the billing arrangement set forth in the applicable engagement agreement or scope of work. K&N offers various fee structures, including hourly billing, flat fees, monthly retainers, subscription models, and hybrid models, which may vary by client and matter.

Estimates Do Not Limit Fees, Costs and Expenses. From time to time, K&N is asked to give oral or written estimates of likely fees. Unless set forth in a writing expressly stating that the estimate is a binding cap or limitation on fees, our fees (and costs and expenses) are not limited by an estimate.

Costs and Reimbursable Expenses. K&N’s work may require the Firm to incur certain expenses, including, travel, third-party vendors, costs, or disbursements (“Client Expenses”) on our Clients’ behalf. These expenses are charged at our actual out-of-pocket cost without mark-up or premium. In some cases, when it is difficult or burdensome to determine actual costs with precision, we utilize pro-rations, reasonable estimates or averages. Client Expenses will be provided as a separate item on the invoice provided monthly.

Payment terms. Invoices will be provided to Client on the first day of each month. Client shall remit payment once received, but not more than ten (10) days after receipt of the invoice. Client’s payment of fees will be applied in our discretion to any invoices that are outstanding at the time payment is received. If an invoice is not paid within thirty (30) days of the invoice date, a finance charge computed at the periodic rate of one percent (1%) simple interest per calendar month on the unpaid principal balance will be imposed on your account balance that is outstanding after thirty (30) days.

3. Client Funds.

with whom we maintain accounts for this purpose. In the event of a bank failure, or other loss or diminution of funds in the account resulting from events beyond our control, we shall have no responsibility to reimburse you for any amount held in escrow, whether because the amount exceeds the applicable FDIC insurance limitation or otherwise.

Credit Authorizations. K&N may require a credit check prior to commencement of representation. You expressly provide K&N with consent to allow the Firm to obtain credit reports and similar information about your creditworthiness.

4. Client Representation.

Conflicts of Interest Policy. The Firm conducts conflict checks before engagement. Representation will not commence, or may be declined or terminated, if a conflict of interest is identified that cannot be ethically waived.

Declining Representation. K&N reserves the right, in its sole discretion, to decline representation of any prospective client or legal matter for any lawful reason, including but not limited to conflict of interest, lack of expertise, or capacity constraints.

Withdrawal of Representation. After representation has begun, the Firm may withdraw from the engagement consistent with applicable Rules of Professional Conduct, including in situations where continued representation would be unlawful, unethical, or unworkable. In such cases, the Firm will take reasonable steps to protect the client’s interests, including providing notice and cooperating in the transfer of files as appropriate.

Equal Opportunity. K&N does not and will not decline or terminate representation on the basis of race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability, marital status, military or veteran status, or any other characteristic protected by applicable federal, state, or local law.

5. Client responsibilities.

Clients agree to:

• Provide complete and accurate information.
• Cooperate in good faith with legal counsel.
• Timely pay invoices as agreed.

Failure to meet these obligations may be grounds for withdrawal of representation.

6. Client Information.

Attorney-Client Privilege, Requirement to Disclose. In the course of providing legal services to the Client, K&N may receive nonpublic personal information about the Client. All such information will be held in strict confidence and will not be disseminated to any person or entity outside the Firm without Client’s consent. However, we may be under an independent ethical duty to reveal privileged information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.

Client Electronic Information. K&N may store some or all of the Client’s files on a variety of platforms, including third-party cloud-based servers. Although the Firm takes every precaution to make sure these servers are encrypted and secure, there still is a risk that the Client’s confidential or privileged information may be disclosed. By agreeing to receive service, the Client consents to K&N use of such storage services.

• Files may be stored on encrypted, third-party cloud systems.
• The client consents to standard email and technology use, acknowledging that while safeguards are in place, no system is immune from interception.
• The Firm is not liable for data breaches beyond its reasonable control.

We undertake reasonable efforts to exclude from our emails and electronic documents any virus or other defect that might affect any computer or IT system. However, we do not accept liability for any loss or damage that may arise from the receipt or use of electronic communications from us that contain a virus or defect that was not created by us, or that result from the use of commercial software.

Client File. We maintain a file of the records reasonably necessary to your representation (“Client File”). The Client File is your property. Your Client File will be stored in digital format in our systems. You agree that we may implement reasonable retention policies for all records, and we have the discretion to delete and destroy such documents. We ordinarily retain Client Files for seven (7) years after the conclusion of a matter. We will be happy to provide your Client File to you (excluding our Work Product) at the conclusion of the matter upon your request. If you do not request the Client File, after the seven-year period has expired, unless you advise us in writing, we shall be free to dispose of it. In the event that you request that we turn your Client File over to you or another firm and you have not fully satisfied all of your obligations to us under this Agreement, including the payment of all fees and costs, we shall be entitled to hold the Client File as security for performance of those obligations to the full extent permitted by the rules of professional conduct.

Electronic communication. Our communications with clients often involve the use of electronic mail, electronic devices (such as cell phones and mobile devices) and web-based applications, for voice and data transmission. Although this use of technology runs the risk of “hacking” or other unintended third-party access to confidential information, unless you advise us otherwise, your engagement of us in accordance with this Agreement evidences your agreement that the benefits of using such technology for communications without unique safeguards outweighs the risks of accidental or unintended third party disclosure. Therefore, as an example not intended to limit the application of this Section, the Firm will not encrypt email communication to you unless you request us, in writing, to encrypt outgoing e-mail and we agree and are able to implement mutually acceptable encryption standards and protocols.

Confidential communication. Computers, electronic devices, networks or services that are owned or controlled by a third party may not sufficiently preserve the confidentiality of communications between us to ensure that they are protected by the attorney-client privilege. Therefore, when communicating with us on confidential matters, you should not use a third party’s email system, computer or network, or shared public computers such as at a library or internet cafe. Instead, all confidential electronic communications with us should be through your own, password protected equipment, systems and accounts.

7. Term and Termination

Automatic Term End. Our attorney-client relationship will be deemed to end upon non-renewal of the engagement agreement or, if no term is provided within the engagement agreement, not later than six months from the last time you requested, and we furnished any billable professional legal services of that kind to you (and sooner if the facts or circumstances demonstrate it). The date you are billed or pay for our services is irrelevant for this purpose. If you subsequently retain us to perform further or additional professional legal services, our attorney-client relationship will be revived, subject to these and any subsequent written terms in our engagement agreement with you. The fact that we may inform you from time to time of developments in the law which may be of interest to you, by newsletter or otherwise, should not be understood as, and is not, a revival of an attorney-client relationship, nor would our agreement to provide non-professional services such as file storage, or the use of facilities, or copies of old Client Files, revive the attorney-client relationship.

Termination. The engagement agreement may be terminated by you for any reason at any time. We reserve the same right upon giving reasonable notice. Among the reasons which might lead us to conclude that we should terminate our representation are (1) non-payment of our fees, (2) your failure to be forthright, cooperative or supportive of our efforts, (3) your misrepresentation of, or failure or refusal to disclose, material facts to us, (4) your failure or refusal to accept our advice, (5) the discovery of a conflict of interest with another client, or (6) any other reason permitted or required under the rules of professional conduct governing the legal profession.

If you terminate our representation or we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further service on your behalf, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal. We will not be obligated to advise you of subsequent legal developments that occur after the termination of our services or the completion of the matters for which we were engaged that might have a bearing on those matters. As such, if there are any later legal developments that may impact your future rights and liabilities, including changes in the applicable laws or regulations, you will have to engage us separately to advise on such developments.

Fees at Termination. In the event of our discharge or withdrawal, we will be entitled to retain any fees based on recoveries before the date of our withdrawal or discharge and to additional compensation consisting of the reasonable value of our services actually rendered. We will also be entitled to payment or reimbursement of any disbursements or charges paid or incurred on your behalf up to the date of withdrawal or discharge. Upon termination of our representation, we will submit a statement for services rendered to the date of termination, payable in full upon receipt.

8. Miscellaneous.

Work Product. K&N will generate attorney work product, mental impressions, precedents, research, notes, systems, processes, management programs, and other material that we find helpful or useful but that is not essential to the representation (“Work Product”). You agree that the Work Product is K&N property. Notwithstanding the foregoing, Work Product will not apply to documents tailored to and specifically created for a Client.

No guarantee of outcomes. K&N makes no guarantees of outcome or results. Legal matters are inherently uncertain and subject to factors beyond the Firm’s control. No oral or written statement by any attorney or staff member shall be construed as a promise or guarantee.

Use of third-party vendors or contractors. K&N may use third-party vendors or contractors for administrative or technical services, provided that appropriate confidentiality agreements are in place.

Governing law. This Agreement, engagement agreement, and all related documents (hereinafter “Contract”), and all matters arising out of or relating to the Contract, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Tennessee, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

Modifications clause. These Terms and Conditions may be updated from time to time. Any material changes will be communicated to the client and apply prospectively. Engagement agreements may modify or supplement these Terms for specific matters.