LIMITED LEGAL REPRESENTATION AGREEMENT

This Limited Legal Representation Agreement (herein “Agreement”) is made on the Effective Date, as evidenced by the parties’ purchasing the ComplyCounsel service (herein “Service”), between:

1. ESQx LLC

(herein “Law Firm” or “I” or “Me” or “We” or “Our” or “Us”), and 

1. PURCHASER of SERVICE 

(herein referred to as “Client” or “You”). 

Law Firm and Client may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agree as follows:

• Scope of Representation

We have been engaged to represent You for the purpose of filing your company’s beneficial ownership information (BOI) report with FinCEN. Ancillary to this representation includes discussions, meetings, and correspondence concerning the ownership, managerial, and structural aspects of your business. You understand that our representation is limited only to matters concerning the Corporate Transparency Act.

You understand that we may need to communicate with other entity owners, to be named and discovered, if you have a multi-party entity.

The scope of our representation does not include advice or services regarding accounting, tax, personal financial matters, business management, and related non-legal matters.

• Billing Practices

If you have chosen the one-time file option, your payment is due upon purchase. If you have chosen the subscription option, you shall be billed every thirty (30) days after the trial period of ninety (90) days has ended, in addition to the payment due upon purchase.

• Data

At our discretion, we may use third-party software to store, file, or transmit your information. Generally, at the conclusion of each matter, we will retain your legal files for a period of seven years after we close the case. Legal files may be stored digitally. At the expiration of the seven-year period, your legal files may be destroyed unless we are notified by you in writing to the contrary.

• Entire Agreement

This Agreement contains the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements.

• Acknowledgment

You agree, acknowledge, and certify that the information you provide on behalf of yourself, your beneficial owners, and the reporting company is true, correct, and complete, to the best of your knowledge. You also acknowledge and agree that We will in no way be held liable for relying on the information you provide as being true and correct. We are under no obligation to confirm the correctness or completeness or otherwise of any information you provide, and will in no way be held liable under any circumstances for inaccurate information or incomplete information provided. In addition, you acknowledge and agree that you are not obligated to hire Us to file the BOI report, and that, at your discretion, you may choose to file the BOI report on FinCEN’s website. Lastly, you acknowledge and agree that it is your duty and responsibility to understand deadlines and the reporting requirements under the Corporate Transparency Act when filling out your Beneficial Ownership and Reporting Company information in satisfaction of this Federal requirement (see https://www.fincen.gov/boi for more information). We disclaim any and all liability, including but not limited to any civil or criminal penalties that may or may not be imposed on you of your reporting company for an inaccurate, incomplete and/or late filing.

• Severability

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

• The Process

Upon purchasing the service, an attorney or compliance specialist will contact you within three (3) days. You will begin compiling information regarding your BOI under our instruction. We may utilize third-party software requiring you to create an account, upload, or enter personal information on a website related to the details of your filing. This process will be done under the supervision of an attorney or a compliance specialist.

Under the single-filing option, you are entitled to one twenty (20) minute video call with an attorney to review the BOI filing before it is transmitted to FinCEN.

Under the subscription option, you are entitled to ten (10) minutes per month of the attorney or compliance specialist’s time via email or phone call. It is your responsibility to contact the firm if you would like to use the time. The subscription option is not for everyone. It is advised only in situations where a business has a high level of fluidity in its ownership or managerial structure. If you no longer need the subscription, you may cancel at any time; your subscription will expire at the end of your next monthly term. 

If you have chosen the multi-party entity, this service covers the submission of three (3) beneficial owners. Additional beneficial owners past three (3) shall be billed separately at $50 each after your initial purchase but before the transmission of your BOI report.

If your business was formed prior to January 1, 2024, we reserve the right to transmit your application to FinCEN any time before January 1, 2025 in compliance with FinCEN’s deadline, but we will strive to file your report well before then.

We have agreed that the fee in this matter is a flat, non-refundable fee which is earned upon receipt. As such, it will not be placed in an attorney trust account to be billed against. The flat fee represents the total amount the client shall owe for the case.