This Chapter applies only to LLCs formed by Richard Keyt and KEYTLaw, LLC.

Section 16.1 Scope of Legal Services

We have been hired only to form the company. We will not advise the company, its members or managers with respect to any aspect of federal or state trademark or service mark law or tax or securities laws. We recommend that the company, its members and managers consult with an experienced: (i) trademark attorney for trademark and service mark advice, (ii) tax advisor for advice concerning all federal and state income tax issues affecting the company, and (iii) if the company will seek money from investors, a securities law lawyer for advice concerning all federal and state securities laws, including, but not limited to, compliance with such laws in connection with the offer and sale of membership interests in the company.

The Firm and I will not give any federal, state or local tax advice or counsel and recommend that the company and its members consult with their tax advisors with respect to all federal, state and local tax issues and elections arising from the formation and operation of the new company. I was hired only to form the company in Arizona, not to provide any legal advice or services related to advising the company or its members or managers with respect to federal or state securities laws, including, but not limited to, whether the offer and sale of membership interests in the company involves a security and how to comply with federal or state securities laws. For legal advice concerning federal and state securities laws, I recommend that you consult with an Arizona securities law attorney.

Unless previously terminated, our representation of you will terminate upon our sending our final invoice for services rendered or the formation of your LLC and deliver of its documents. We are being hired to provide legal services in connection with a specific matter. After completion of the matter for which we were engaged, changes may occur in laws or regulations that are applicable to you that could have an impact upon your future rights and liabilities. Unless you continue to engage us to provide additional advice, we do not have any continuing obligation to advise you with respect to future legal developments.

Section 16.2 Who the Firm Represents

In forming the company and preparing the formation documents and the Operating Agreement the Firm and I am represent only the company and not any of its members or managers (references herein to members and managers includes prospective and actual members and managers) unless the Operating Agreement of the Company states I represent one of the members rather than the Company. I advise all of the members and managers to obtain separate counsel to advise them with respect to the legal consequences and advisability of forming the company, the formation documents and the Operating Agreement and any advice that I give to the company. If there is a dispute among the members or managers or between any member or manager and the company, neither I nor the Firm will represent any person other than the company. Communications by members and managers to me will be conveyed to the other decision-makers of the company and are not confidential as to the company.

Section 16.3 Additional Legal Services

If you ask us to provide any new services, i.e., services not related to forming your LLC and preparing the Operating Agreement, we will bill you on an hourly basis for time spent in connection with the services rendered unless we agree on a fixed fee in advance of providing the services. My current rate is $395 per hour, which is substantially below the hourly rate of $550 or more that I would be charging if I were still a partner at Gallagher & Kennedy, P.A., one of the largest law firms in Arizona. LLC attorney and former Arizona CPA Richard C. Keyt charges $275/hour. We charge $195/hour for legal assistants.

Unless the additional services are included within the scope of a fixed fee arrangement, we charge for time spent in connection with rendering services such as time spent giving advice; preparing, reviewing and revising documents; communicating with you and others regarding the representation; meeting time and time spent traveling to meetings outside our office, if necessary; and research when necessary.  The entire amount you pay KEYTLaw, LLC, for fees and costs is nonrefundable, but you may nevertheless discharge KEYTLaw, LLC, and your KEYTLaw, LLC, attorney at any time and in that event you may be entitled to a refund of all or part of the fee based upon the value of the representation.

If we pay or incur any expenses on your behalf, you will reimburse us on receiving an itemized invoice of the expenses. Examples of common expenses are the costs for ACC filing fees, newspaper publication costs, long-distance telephone costs, postage, photocopies ($.20 per page), overnight FedEx or UPS costs, and messenger delivery costs. We will not charge for minor expenses such as copying a few pages or mailing a letter with two or three stamps on it.

Occasionally clients ask us to estimate the total legal fees and expenses for a particular non-fixed fee matter. We will provide estimates upon request, but keep in mind that our estimates of non-fixed fee services are not a guaranty of the maximum amount of fees and costs nor do estimates create an agreement limiting the maximum amount of attorneys’ fees and costs.

You may terminate our services at any time by notifying us in writing, but you will be billed at an hourly rate for all services performed before we receive your notice, including work done on a fixed fee basis. We may terminate this Agreement if you default on your obligations under this Agreement and for any other reason allowed by the Arizona Rules of Professional Conduct.

Section 16.4 KEYTLaw Document Retention Policy

Our policy is not to retain original documents or other valuable documents. We will make a copy for our file of original documents that we receive and return the original documents to you. If you give us original documents or copies of documents that are your only copies, please let us know and we will make copies for our file and return the originals to you. It is also our policy to retain client files for a limited period to time, which is usually, but not always, five years, after which we destroy the documents. You authorize us to destroy your documents after five years without giving you any prior notice.

Section 16.5 Disputes

If any dispute arises over our providing services to the company, the sole place for venue will be Maricopa County, Arizona.