Representation (Engagement) Agreement to Establish Attorney/Client Relationship
📄 Representation Agreement General Terms
On behalf of Miller IP LLC (the “Firm”), we are pleased to have the opportunity to assist you with intellectual property legal services.
This General Terms document describes the general terms governing our attorney-client relationship. The General Terms document will exist in conjunction with the Project Invoice describing the services being provided. Together, the General Terms document and the Project Invoice constitute a Representation Agreement.
✍️ Acceptance and Execution
There is no need to sign or return this Representation Agreement. Instead, this Representation Agreement will execute and be in effect when you deposit funds for legal services with the Firm or fill out a patent or trademark invention information guide form. Doing so confirms your acceptance of the terms described herein.
💼 Services
We are available to assist you with intellectual property services that best suit your needs. We will create new projects for each service you request and will typically send you service-specific terms when each project is created. The general representation terms at the time the project is created will govern that service.
🤖 Use of AI Tools and Platforms
We may, at our discretion, use AI tools and platforms to provide legal services, including drafting patent or trademark applications, agreements, documents, or office action responses.
⚖️ Litigation Services
We may provide litigation services through attorneys employed by Miller IP Law or through affiliated attorneys, such as independent contractors. Litigation work may be billed at our standard hourly rate unless agreed otherwise, or at a flat fee if mutually agreed to in writing. Litigation matters may require a retainer that is billed against and may need replenishment as work continues. The Firm has full discretion in selecting litigation counsel and setting the arrangement.
👥 Use of Attorneys, Staff, and Third Parties
We may use attorneys, support staff, independent contractors, of counsel, and third parties at our discretion. We determine their compensation and internal arrangements, which are confidential. You will be charged according to the agreed fee structure, whether a flat fee or hourly.
💸 Refunds | Discounts | Mailing of Physical Items
The Firm does not offer and has no obligation to provide refunds or discounts for work performed. For flat fee matters, payment of the flat fee authorizes the Firm to complete the agreed scope of work. Refunds for flat fee matters apply only to governmental filing fees actually paid, and to work not completed at the time the client provides written instructions to halt work and expressly requests a refund. For hourly matters billed against a retainer, refunds apply only to funds remaining in the trust account after all earned fees and costs are applied.
In addition, the Firm is not responsible or liable for any documents, physical copies, prototypes, samples, or other tangible items mailed or shipped to or from the client. Once an item is deposited with a mailing or shipping service, the Firm has no control over delivery and assumes no liability for loss, delay, damage, misdelivery, or failure of receipt. The Firm is not obligated to replace lost or damaged items, issue refunds, or provide credits related to mailing or shipping issues.
Any tracking number is requested solely at the Firm’s discretion. The Firm may or may not obtain tracking, signature confirmation, or insurance, and any tracking information obtained is retained only temporarily for administrative purposes and may be discarded after a short period of time. The client is solely responsible for contacting the applicable mailing or shipping service provider to resolve any delivery issues.
🔚 Disengagement
Either the Firm or the client may disengage from representation at any time. The Firm may convey disengagement in writing, verbally, or through electronic communication. A client must request disengagement in writing.
After disengagement, the Firm has no further duties, including no obligation to monitor matters, respond to inquiries, or provide notices. If a transfer is requested, we are responsible only for providing non-publicly available documents reasonably necessary for new counsel to continue representation. All other transfer-related requests are outside our obligations and are handled solely at the Firm's discretion.
💵 Future Costs and Expenses
We will strive to communicate potential future costs and expenses, but you remain responsible for understanding applicable fees related to your intellectual property. You are encouraged to ask questions and perform due diligence regarding renewal fees, government fees, annuities, and related expenses.
🔒 Confidentiality
We will keep your matters confidential. You must also maintain the confidentiality of our communications to preserve the attorney-client privilege. The privilege has limited exceptions in court proceedings.
©️ Copyright Ownership of Materials
The Firm retains copyright ownership of any nonproprietary and nonconfidential content included in documents prepared for you, including templates, boilerplate language, and document formats or layouts.
📬 Expenses
We will send invoices when a project nears completion or on a periodic basis. Invoices reflect fees, costs, and disbursements. Payments are applied to outstanding invoices in chronological order.
🕰 Hourly Matters and Legal Retainer
Hourly matters, including litigation, enforcement, defense, legal research, counseling, and similar work, require a legal retainer mutually agreed upon before work begins. Work is billed against the retainer at the Firm's hourly rates.
When 80 percent of the retainer has been used, the Firm will notify you. At that point, you must either replenish the retainer or the Firm will complete the work that can be done with the remaining funds and then cease legal work until replenishment occurs. If the retainer is not replenished after notice, the client agrees that adequate time has been given to seek alternative representation.
⏳ Hourly Billing Services
Legal fees for hourly matters depend on the time involved and the billing rate of the attorney performing the work. Time spent on emails and phone calls is billed. Typical hourly matters include research, counseling, litigation, and contract drafting.
💰 Flat Fee Services
Below is the same clause, with all prior language preserved, and with two tightly drafted additions at the end: a chargeback waiver and a limitation of remedies, written to be enforceable and dispute-focused, with commas used internally and periods only at sentence ends.
💰 Flat Fee Services
For services provided on a flat fee basis, the flat fees for those services are disclosed and agreed to prior to the commencement of the services. If you do not agree with the quoted flat fee, you must raise concerns before paying. Payment confirms acceptance. Upon submission of payment, a confirmation screen and or confirmation email will be displayed or sent reflecting receipt of payment.
The flat fee represents a single bundled charge for the agreed scope of services. The Firm has no duty or obligation to itemize, allocate, apportion, or break down the flat fee between legal services, internal costs, overhead, labor, time spent, personnel involved, use of technology, or governmental filing fees. The flat fee is not based on hours worked and is not subject to post-payment explanation, justification, or adjustment.
The base flat fee covers all anticipated costs for a standard complexity project within the agreed scope of work. Many flat fees are posted on the Firm’s website, and specific fee information may be provided upon request. If the matter involves increased complexity, expanded scope, additional filings, revisions beyond the agreed scope, or client-requested changes, additional fees may apply.
Governmental filing fees, including United States Patent and Trademark Office fees, are separate from the Firm’s legal fees and are set by the applicable government agency, not the Firm. Government fees are subject to change at any time. The USPTO publishes current USPTO fee information and available at https://www.uspto.gov/learning-and-resources/fees-and-payment/uspto-fee-schedule. The Firm does not control government fees and is not responsible for increases, changes, discrepancies, or differences between estimated and actual government fees.
The flat fee covers the entire agreed-upon scope of the service. The Firm does not track hours, does not bill hourly, and is under no obligation to record or disclose time spent, task breakdowns, or personnel involved. Decisions regarding staffing, time allocation, workflow, and personnel assignments are made at the Firm’s discretion. The flat fee reflects reasonable value based on the nature and complexity of the service, not hourly calculations.
The Firm may use templates, automations, artificial intelligence tools, and other time-saving systems in producing work. These efficiencies do not reduce, modify, or entitle the client to any reduction or refund of the flat fee.
No additional receipts, invoices, or accounting records are required or will be provided beyond the payment confirmation screen or confirmation email generated at the time of payment. The client acknowledges and agrees that the responsibility for maintaining records of payments made to the Firm, including for accounting, tax, reimbursement, audit, or internal reporting purposes, rests solely with the client. The confirmation provided at the time of payment, together with the corresponding debit or charge reflected in the client’s financial account records, constitutes sufficient proof of payment. The Firm has no obligation to issue duplicate receipts, itemized invoices, historical statements, or post-payment accounting records for flat fee services.
The client expressly waives any right to initiate or pursue a chargeback, payment dispute, reversal, or similar action with any bank, credit card company, payment processor, or financial institution relating to flat fee services once payment has been submitted. Any fee-related dispute must be raised directly with the Firm and does not relieve the client of the obligation to pay agreed fees.
To the maximum extent permitted by law, the client’s sole and exclusive remedy for any claim relating to flat fee services is limited to the amount of fees actually paid to the Firm for the specific service giving rise to the claim. In no event shall the Firm be liable for consequential, incidental, indirect, punitive, or special damages, including alleged lost profits, lost opportunities, or business interruption, regardless of theory of liability.
Upon payment, the Firm will begin working on your matter. Refunds for flat fee matters are generally not provided. If a refund is issued, it will be limited to the portion of the flat fee corresponding to work not yet performed, as determined in the Firm’s sole discretion.
🏦 Advance Deposit Funds
The Firm requires advance deposit funds for each project, which are held in trust until earned or applied to third-party costs. The required amount varies and may equal the full flat fee, a partial flat fee, a monthly estimate for hourly matters, or an amount shown on an Advance Payment Invoice.
🧾 Personal Guarantee
If this Agreement is executed for a business entity, you agree to be personally responsible for legal fees if the business fails to pay. Additional individuals may share responsibility if identified in advance.
📝 Draft Review, Approval Timeline, and Penalty
You have 14 calendar days to review any draft we send. If no response is provided, the matter is placed on indefinite pause. An unpause fee of 500 dollars applies before work resumes. Filing fees included in flat fee services are applied to time spent managing your matter after the 14-day period and are not refundable unless a written refund request is made before the deadline. The unpause fee and filing fee applications may be waived at the Firm's discretion.
🚫 Payment Delinquencies
If payments are not timely, the Firm may pause nonessential services, require advance payment for disbursements, or require payment in full before continuing work. Past due balances incur interest at 9 percent per annum starting from the payment due date.
💳 Electronic Payments
We accept payment by credit card, Apple Pay, Stripe, ACH, cash, or check. Electronic payments incur a non-refundable 3 percent processing fee.
🔄 Electronic Payment Refunds
If services paid by electronic payment are canceled, refunds are calculated as follows:
Funds Received minus Processing Fee minus Earned Legal Fees minus Disbursements.
👤 Team
To efficiently provide services, the Firm may assign attorneys, agents, staff, independent contractors, or other individuals as needed. Assignments are at the Firm’s discretion. You may request personnel changes, which the Firm will accommodate when possible.
🧩 Roles
The Firm uses Client Managers, Project Managers, and a Principal Attorney. One person may serve multiple roles.
Client Manager: primary contact for project questions, coordination, and updates.
Project Managers: provide legal services and support the Client Manager.
Principal Attorney: Devin Miller oversees operations, assigns projects, and serves as a resource for clients.
📁 Client File
We maintain electronic client files. Copies can be provided electronically upon request, absent a valid attorney lien. Printing or shipping costs for paper copies are the client’s responsibility. The Firm may exercise an attorney lien if the account is delinquent.
🔁 Intellectual Property Renewals
Patents, trademarks, and copyrights often require periodic renewals. International annuity payments and domestic renewal fees may apply. We attempt to notify clients of deadlines, but you are ultimately responsible for maintaining your intellectual property.
🔄 Representation Term Updates
Representation terms may be updated periodically. Updated terms will be provided when creating new projects or upon request.
📧 Communication
Email is our primary communication method. Traditional mail is used only when necessary. We may sometimes call from mobile phones. It is your responsibility to keep contact information current to avoid missed communications and potential loss of intellectual property rights.
🛑 Termination and Post Termination Requests
Either you or the Firm may terminate the attorney-client relationship at any time and for any reason. If the Firm chooses to terminate representation and there is an active matter that has already been funded and ethically requires completion, the Firm will either complete the matter before termination or will provide the information and materials in the Firm’s possession at the time of termination that are required by applicable professional rules so that you or another firm may continue and complete the matter.
Beyond what is required by the applicable rules of professional conduct, Miller IP establishes and applies its own internal processes, methodology, ethical standards, and moral standards at its discretion. Unless legally required by the nature of the representation, the Firm has no obligation to complete a matter or perform work in a manner that conflicts with these standards or with the Firm’s preferred manner of performing its work.
If you take longer than is reasonably expected, repeatedly pause a matter, approve a matter, and then request changes before filing, or require guidance, correspondence, or assistance beyond what is reasonably included in the agreed fee structure, the Firm may adjust the fee arrangement. These examples are non-exhaustive, and other circumstances may also justify a fee adjustment. Notice will be provided before any adjustment is made. The Firm may also pause the matter until you are able to proceed, provide final approval, stop making repeated changes, or otherwise comply with the process needed to complete the work. These examples are non-exhaustive, and similar circumstances may also justify a pause or delay.
At the Firm’s discretion, a pause or unpause fee may apply to cover additional administrative work, reassignment, docketing changes, or time required to reengage with the matter. Any such fee will be communicated to you before it is assessed.
Upon termination of the attorney-client relationship, the Firm’s post termination obligations are strictly limited to those required by applicable law and the rules of professional conduct. Except as legally required, the Firm has no obligation to recreate, resend, recompile, reorganize, summarize, reformat, explain, or reproduce any documents, materials, correspondence, communications, work product, drafts, filings, notes, internal records, or deliverables that were previously provided during the course of the representation.
Upon written request made within a reasonable time after termination, and subject to the Firm’s internal policies, the Firm may provide access to the client file as it exists at the time of termination through a secure Dropbox or similar electronic link selected by the Firm. Any such link, if provided, will be made available for a maximum of seven business days from the date it is first provided, after which the Firm may deactivate or disable the link at its sole discretion without notice. The Firm is not obligated to provide physical copies, duplicate copies, hard copy mailings, customized file formats, indexed files, explanatory summaries, metadata, version histories, redlined drafts, internal notes, internal communications, or ongoing or repeated access beyond the seven-business-day period.
The Firm has no obligation after termination to provide or reproduce accounting records, receipts, invoices, billing statements, payment confirmations, trust account ledgers, historical statements, transaction histories, charge records, refund documentation, internal financial records, or payment breakdowns. The client remains solely responsible for maintaining their own accounting and payment records, including for tax, audit, reimbursement, internal reporting, or dispute purposes.
The Firm has no obligation to provide copies of emails, attachments, correspondence, calendar entries, reminders, notifications, internal messages, or communications previously sent to or received by the client, regardless of whether such communications were sent by email, portal message, text message, automated system, or third-party platform. The client is responsible for retaining copies of their own communications and messages.
The Firm has no obligation to provide publicly available information after termination, including but not limited to information accessible through the United States Patent and Trademark Office website or platform, other government agency systems, registries, or third-party databases. This applies even if access requires creation of an account, filing or withdrawal of a power of attorney, identity verification, payment of third-party fees, or compliance with third-party procedures. Responsibility for accessing such information rests solely with the client.
To the maximum extent permitted by law, the Firm has no obligation after termination to provide continuing assistance, administrative support, explanations, guidance, follow-up communications, coordination with successor counsel, government agencies, vendors, or third parties, or responses to inquiries, unless separately agreed to in writing and subject to additional fees determined by the Firm.
We appreciate the opportunity to represent you.
Miller IP
/Devin Miller/
Devin Miller