Engagement Letter
Thank you
Thank you for retaining F. Chau & Associates, LLC (“the Firm”, “we”, “us” or “our”), practicing under the Carey & Mei brand, to represent the individual or entity identified at the time of acceptance (“Client”, “you” or “your”).
This Agreement is made available on behalf of the Firm by an authorized partner of the Firm whose acceptance is on file. Client’s acceptance is given by ticking the engagement box and clicking “Get started” (or a similarly captioned button) presented with this Agreement in the Carey & Mei client portal. The Firm keeps a record of Client’s acceptance, including the identity of the person giving acceptance, the version of this Agreement presented, and the date and time of acceptance. Those records are available to Client on reasonable request.
Scope of engagement
Our engagement covers the patent services described on the Carey & Mei website from time to time: patentability review, preparation and filing of provisional and nonprovisional United States patent applications, prosecution before the United States Patent and Trademark Office, and related counseling, together with such other matters as we agree in writing. Our engagement does not include litigation, proceedings before the Patent Trial and Appeal Board, foreign filings or trademark work unless agreed in writing.
The Firm’s engagement begins on the date Client accepts this Agreement and the Firm completes its conflicts check as described below. The Firm’s engagement on any particular matter begins only when the Firm accepts that matter, which it may do by starting work on it or by confirming acceptance in writing, including by email or through the client portal.
Standard terms of engagement
This engagement letter (“Engagement Letter”), together with the Standard Terms of Engagement below (“Standard Terms”), which are incorporated by reference (together, the “Agreement”), is the entire understanding between you and the Firm about our representation of you on the matters described above. This Agreement replaces all prior engagement letters and other agreements about those matters, whether oral or written, between Client and the Firm or any of its owners, partners, officers or employees, to the fullest extent permitted by law. If the Standard Terms and this Engagement Letter conflict, this Engagement Letter controls to the extent of the conflict.
Fees
Unless you and the Firm agree otherwise in writing, our fees are fixed per plan as published at careymei.com/pricing at the time a matter is accepted, and are paid at the milestones shown there: at start, at nonprovisional filing, and at the first office action response. Government fees, foreign agent fees and translation are billed at cost. Certain items are quoted separately, and we always tell you in writing before you incur additional spend on a matter.
We notify you in writing (by email) before any price change takes effect, and you have the opportunity to discuss it with us. Price changes apply only to matters started after the change. Invoices are due within thirty (30) days of receipt. If an amount is not paid, without limiting other remedies, we may withdraw from the representation in a manner consistent with applicable ethical rules. No advance fee deposit or retainer is required unless the Firm and Client agree otherwise in writing. [MICHAEL TO FINALIZE: trust account handling of milestone payments]
Work the Firm must redo because of an Authorized Agent’s unauthorized direction or inaccurate information provided by an Authorized Agent is subject to additional fees, quoted before the work starts.
Client relationship
The Firm’s attorney client relationship is with Client only, and not with Client’s individual executives, shareholders, directors, members, managers, partners or persons in similar positions, nor with Client’s parent, subsidiaries or other affiliates. Because we represent your company specifically, we may represent other clients in unrelated matters even if those clients have business relationships with your affiliated entities.
Authorized agents, including AI agents
Client may instruct, communicate with or otherwise interact with the Firm through one or more agents acting on Client’s behalf, including employees, contractors and Representatives as well as artificial intelligence agents, automated systems or other software acting at Client’s direction (each an “Authorized Agent”), for example through the Carey & Mei MCP connector. Client agrees that the Firm may rely on each Authorized Agent as an authorized representative of Client for the matters on which it communicates, without verifying or seeking independent authorization, and that Client is responsible for all acts, omissions, instructions, communications and information of each Authorized Agent as if Client itself had provided them.
Client acknowledges that using an Authorized Agent, including any AI agent or third party technology, may, depending on the technology and how it is used, jeopardize, limit or waive the attorney client privilege, the work product doctrine or similar protections that would otherwise apply. The law in this area is unsettled. The Firm makes no representation about whether any third party technology used by Client, or any communication passing through it, will be protected, and Client is solely responsible for evaluating, selecting and configuring the technologies it uses to communicate with the Firm.
Identification as client
Client authorizes the Firm and Carey & Mei to identify Client as a client, including by name and logo, on the website and in marketing materials and communications with prospective and existing clients. This does not permit disclosure of the substance of any matter or any other confidential information of Client. Client may withdraw this authorization at any time by email.
Individual representation
This engagement is with Client as an entity. The Firm may, in its sole discretion and case by case, agree to represent an individual (including a founder, executive or inventor affiliated with Client) in a personal capacity. Any individual representation requires the Firm’s prior written consent and a separate engagement letter accepted by the individual, and the terms of this Agreement do not extend to it otherwise. Inventors named on an application are not clients of the Firm by virtue of being named.
Advance waiver of future conflicts
Our agreement to represent Client is conditioned on Client’s understanding and informed consent that the Firm may represent existing or new clients in any future matter that is not substantially related to any former or current representation of Client, even if the interests of those clients in those matters are directly adverse to Client’s interests (the “Advance Waiver”). Section 4 of the Standard Terms explains the Advance Waiver further. The Firm runs a conflicts check when Client engages it, and reserves the right to end the engagement, in whole or for any particular matter, if an existing conflict would prevent the representation.
Agreement to arbitrate and waive jury trial
Any dispute, controversy or claim arising out of or relating to this Agreement, including claims against the Firm, its affiliates or any of its personnel for legal malpractice, breach of contract, breach of fiduciary duty or other claims relating to professional services, will be settled by confidential and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. By agreeing to arbitrate (the “Arbitration Agreement”), Client waives its right to a jury trial and limits its right to appellate relief. Standards of evidence, procedures and damages in arbitration may differ from a trial. The Firm recommends that Client consult another attorney of its choice about whether to agree to arbitrate. By accepting this Agreement, Client acknowledges that it consulted an attorney or decided not to despite that recommendation. Judgment on the award may be entered in any court with jurisdiction. The arbitration takes place in New York, New York. [MICHAEL TO FINALIZE: New York Part 137 fee dispute rules]
Consent to electronic records and signatures
Client consents to (a) forming this Agreement, and accepting it, by electronic means including click through acceptance under the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act and similar laws; (b) the Firm’s use of electronic records and electronic signatures in connection with this Agreement and the representation; and (c) delivery and receipt of records, notices, disclosures and other communications about this Agreement and the Firm’s services in electronic form, including by email and through the client portal. Client’s acceptance by clicking has the same legal effect as a handwritten signature. Client may request a paper copy of this Agreement at any time by contacting the Firm at the address above.
Consultation with an attorney
Client should not accept this Agreement if it has any unanswered reservations or concerns about its terms. The Firm recommends that Client discuss this Agreement, including the Advance Waiver and the Arbitration Agreement, with an attorney of its choice. By accepting this Agreement, Client agrees that it has read, understands and agrees to be bound by it.
If the terms above and the Standard Terms below are satisfactory, please indicate by ticking the engagement box and clicking “Get started” in the client portal, which confirms this engagement. We appreciate your decision to engage the Firm and look forward to working with you.
Standard Terms of Engagement
Introduction
The Firm appreciates Client’s decision to retain it as legal counsel. Unless modified in writing, these Standard Terms are an integral part of Client’s engagement of the Firm.
The Firm’s services are limited to the matters identified in the Engagement Letter or in any scope letter the Firm later sends. Changes in scope must be approved in writing by the Firm. The Firm provides services of a strictly legal nature. Client provides the factual and technical information and materials the Firm needs, and makes the business and technical decisions that are appropriate. Client will not rely on the Firm for business, investment or accounting decisions.
The Firm cannot guarantee the outcome of any matter, including whether a patent will issue or what its claims will cover. Any expression of professional judgment about Client’s matter or its potential outcome is limited by the Firm’s knowledge of the facts and the law at the time. Money back terms on select plans are contractual promises described in the plan terms on the website, not predictions.
Section 1. Confidentiality and related matters
1.A. The Firm is subject to, and complies with, the rules of professional conduct that require lawyers and their staff to preserve and protect confidential information. Information about the Firm’s internal business processes, personnel, technology and data security or other administrative operations (“Firm Confidential Information”) shared with Client is to be kept in confidence by Client, disclosed only to Client’s directors, officers, managers, employees, advisors, accountants, attorneys or agents (“Representatives”) who need to know it and who agree to these requirements, and protected with at least reasonable care.
1.B. The Firm manages its administrative operations efficiently, including by outsourcing certain functions (file storage, document handling, billing, the client portal and drafting tools) to third parties, some of which may be outside the United States. The Firm follows applicable law and regulation on outsourcing and confidential information, and its subcontractors are bound by confidentiality obligations consistent with the Firm’s professional obligations.
1.C. If the Firm must respond to a subpoena or other formal request from a third party or government agency for records or information about services performed for Client, or testify about those services, the Firm first consults Client about whether Client wishes to supply the information or assert privilege to the extent Client properly may.
Section 2. Affiliated firms and foreign associates
The Firm may need to use affiliated firms or foreign associates for matters requiring specific expertise or foreign filings. If one is required, the Firm seeks Client’s consent and provides information about any fees before the engagement.
Section 3. Client affiliates
3.A. The Firm’s attorney client relationship is with Client only and not with Client’s individual executives, shareholders, directors, members, managers, partners or persons in similar positions, or with Client’s parent, subsidiaries or other affiliates.
3.B. Because the Firm represents only Client, Client agrees there is no conflict of interest if the Firm represents persons or entities with interests adverse to persons or entities other than Client, including those with a relationship to Client.
Section 4. Advance waiver of conflicts of interest
4.A. Client understands and agrees that the Firm may represent existing or new clients in any future matter that is not substantially related to any former or current representation of Client, even if the interests of those clients are directly adverse to Client’s interests.
4.B. The prospective consent does not apply where, as a result of representing Client, the Firm obtained sensitive, proprietary or otherwise confidential information that could be used to Client’s material disadvantage by the other client, unless the Firm shows to Client’s reasonable satisfaction that the information is sequestered from the lawyers working for that other client.
4.C. Outside these limits, the Firm remains free to represent other clients adverse to Client.
4.D. Client may revoke this waiver as to future matters at any time; revocation does not affect matters the Firm undertook before receiving notice. To the extent permitted by the applicable rules of professional conduct, Client consents to the Firm’s withdrawal from Client’s matters if withdrawal is necessary for the Firm to continue representing other clients, in which case the Firm assists in transferring the matter to other counsel of Client’s choice.
4.E. Client will not assert the Firm’s engagement as a basis to disqualify the Firm from representing another client in a different matter or as a basis for a claim of breach of duty, except that this waiver does not include matters or disputes against Client that are the same as or substantially related to this engagement or any former representation of Client.
Section 5. Joint representation
5.A. When the Firm represents more than one client in a matter, including affiliates or co inventors’ companies, it discloses to all of them relevant information received from any of them about the matter. Each client agrees that it has waived the attorney client privilege to the extent, but only to the extent, that the privilege would otherwise require the Firm to keep information from one client in confidence from another, in the representation or in any later proceeding between them.
5.B. If material differences develop between joint clients that cannot be resolved amicably or on terms compatible with the best interests of all clients, the Firm, unless the joint clients agree otherwise, withdraws from representing all of them and assists each in transferring the matter to other counsel of its choice.
Section 6. Electronic communications and information storage
6.A. Unless instructed otherwise in writing, the Firm corresponds with Client and with third parties on Client’s behalf by email, through the Carey & Mei client portal, Slack or other electronic means, using standard industry security and encryption measures.
6.B. Client agrees that the Firm may monitor communications between Client and Firm personnel to provide services efficiently, ensure compliance with internal rules and legal requirements, and investigate matters brought to its attention, subject to Section 16.C and the Firm’s obligations of privilege, confidentiality and professional conduct.
6.C. The Firm stores information electronically, including on platforms owned by trusted third party suppliers, and takes appropriate technical and organizational measures to protect information supplied by Client.
6.D. The Firm may grant Client access to proprietary software and related services (the “Tools”), including the Carey & Mei client portal, Patent AI and the MCP connector, provided by the technology company named in Section 16. Access to and use of the Tools is governed by the Terms of Use published at careymei.com/legal. If those terms conflict with this Agreement, this Agreement controls except as the Terms of Use expressly state.
6.E. Client keeps the contact information it provides (including email addresses, portal identities and billing contacts) current during the engagement and updates it promptly on request.
Section 7. Use of external platforms
7.A. Client and the Firm may agree to use third party platforms, apps and services (“Third Party Services”) so the Firm can represent Client efficiently, including electronic signature platforms and communication tools such as Slack, and Client may ask the Firm to use Client’s own accounts on such services (“Client Apps”) that are outside the Firm’s control. Third Party Services are provided by third parties and the Firm makes no representation or warranty about them, including their security, confidentiality, accuracy, reliability, timeliness or completeness, or any harm to Client’s systems from their use.
7.B. Client takes responsibility for security and virus checks on its own systems when using Third Party Services and acknowledges that the Firm is not responsible for confidentiality breaches in information transmitted through them, except where caused by the Firm’s negligence or willful misconduct.
7.C. Client represents that it holds the licenses and agreements needed to use the Third Party Services as proposed and to grant the Firm access to any Client Apps.
7.D. Client grants the Firm access rights within the Client Apps sufficient to download content, including available audit trails.
7.E. Records the Firm saves of advice given through Third Party Services (by download, screenshot or otherwise) are accepted by both parties as an accurate record of that advice.
7.F. The Firm may need or prefer to communicate through its own email or other channels in some circumstances, including urgency, particular importance or sensitivity, when relevant team members lack access to the Client Apps, when traveling, or when a document cannot be shared through a Client App.
7.G. Client and the Firm agree to use these services efficiently: tagging relevant team members, keeping separate channels or threads per instruction, announcing when new members join a channel, and keeping document access to the minimum number of people who need it.
Section 8. Fees and costs
8.A. The Firm charges Client the fees set out in the Engagement Letter and on the pricing page in force when a matter is accepted. Prices may change from time to time by email notice to Client; new matters started after a change are subject to the new prices.
8.B. On request, the Firm provides the list of matters for which payment is owed and the matters currently in process. The client portal shows milestone status for each matter.
Section 9. Attorney selection and independent contractors
9.A. Michael Carey is the responsible attorney for every matter and reviews and signs every filing. Client acknowledges that other attorneys, patent agents or independent contractors working under his supervision may assist, and that the Firm remains responsible to Client for their performance.
Section 10. Billing
10.A. Fees are billed by email, with a copy in the client portal, at the milestones set out in the Engagement Letter. Invoices are due within thirty (30) days of receipt unless otherwise agreed in writing. If an invoice remains unpaid for more than 30 days, without limiting the Firm’s other rights and remedies, the Firm may charge interest of 1.25 percent per month from the 30th day after the invoice date until paid, and may withdraw as counsel subject to applicable ethical rules. Payments apply first to the oldest outstanding invoice. [MICHAEL TO FINALIZE: interest rate and New York rules]
10.B. The Firm invites Client to discuss freely any question about a fee. The Firm wants its clients satisfied with both the quality of its services and the reasonableness of its fees.
10.C. Payments are made free of any deduction or withholding for taxes or charges unless Client is legally obliged to deduct, in which case, where legally permissible, the amount payable is increased so the Firm receives the invoiced sum net of the deduction.
10.D. The Firm may indicate that a matter will be completed on a certain timeline, including the filed on time promise described on the website. The Firm cannot control all factors, including the accuracy and responsiveness of Client in providing information. If a delay results from Client’s acts or omissions, Client pays for the services performed. If Client is dissatisfied with timeliness, the Firm invites Client to say so promptly.
Section 11. Client files
11.A. The Firm keeps files for the matters it works on for each client (“Client File”). At the end of the engagement Client may receive copies of all important documents from its Client File; the Firm keeps its internal working notes, drafts and other attorney work product. Anything Client needs from its Client File is available on request, and Client may export its invention records and matter documents from the portal at any time.
11.B. The Firm may (but is not obliged to) destroy the Client File seven (7) years after a matter is closed, or otherwise in line with its retention policy and applicable regulatory, statutory or legal requirements.
Section 12. Termination
12.A. The representation may be ended at will by either the Firm or Client. Termination does not end Client’s obligation to pay fees and expenses for services provided before termination or for transferring the matter or the Client File to new counsel. USPTO deadlines continue to run; on termination the Firm tells Client in writing which deadlines are pending.
12.B. Unless otherwise agreed, the attorney client relationship ends when the Firm completes the specific services for which it was retained. At the Firm’s election, the relationship may be considered ended six (6) months after the last date the Firm furnished services, provided no matter is ongoing or imminent at that time.
12.C. The Firm may cease providing services and withdraw immediately if it determines that continuing is not permitted under sanctions, money laundering, anticorruption, export control or other applicable laws.
12.D. After termination the Firm may (but is not obliged to) respond to an audit letter request about Client, and may inform its former Client of developments in the law. Such communications do not revive an attorney client relationship, and the Firm has no obligation to inform a former Client of developments unless engaged in writing to do so.
Section 13. Agreement to arbitrate and waive jury trial
If we ever have a disagreement about our work together, we both agree to resolve it through arbitration rather than court, as described in the Engagement Letter. This is typically faster and less expensive than litigation. Before accepting this Agreement, if Client has questions or concerns about the binding Arbitration Agreement, the Firm recommends discussing it with another attorney.
Section 14. Internal law firm privilege
14.A. Issues may arise that raise questions governed by the rules of professional conduct, including possible disputes with a client and conflicts of interest. When they do, the Firm may seek the advice of a professional responsibility partner, its general counsel or outside counsel, and considers those consultations protected by the attorney client privilege.
14.B. Client consents to those consultations and agrees that the Firm’s ongoing representation of Client does not waive any privilege the Firm may have to protect the confidentiality of its communications with such counsel.
Section 15. Money back plans
Where Client chooses a plan with a refund or free refile term, the plan terms published at careymei.com/guarantee at the time the matter is accepted form part of this Agreement for that matter. Eligibility is confirmed in writing by the Firm after the prior art search and before Client chooses the plan. [MICHAEL TO FINALIZE]
Section 16. AI services, the technology company and other vendors
16.A. Certain nonlegal, operational, technology and administrative services supporting the Firm’s delivery of legal services, including the Carey & Mei website, client portal, Patent AI and the MCP connector, are provided in the ordinary course of business by a separate technology company, MSL Group LLC (the “Technology Company”), under a services agreement with the Firm. The Technology Company is not a law firm, does not provide legal advice and does not practice law. Its personnel are not authorized to give legal advice to any client, and Client’s attorney client relationship and confidentiality protections apply solely to the Firm and its licensed attorneys. The Firm and the Technology Company are separate and independent legal entities; neither may act for, bind or assume obligations of the other. [MICHAEL TO FINALIZE: technology company name and services agreement]
16.B. Client acknowledges that, in providing legal services, the Firm uses proprietary artificial intelligence software, including Patent AI and the FENIX.AI drafting engine, and related Third Party Services (together the “AI Tools”), primarily to assist its attorneys with intake, prior art review, drafting, analysis, docketing and research. The Firm follows applicable law and ethical guidelines on the unauthorized practice of law, and all legal advice and services are provided by a licensed attorney. Output of the AI Tools shown to Client before attorney review is software output, not legal advice.
16.C. Client grants the Firm and the Technology Company the rights and licenses necessary in Client’s materials to use (including process, retain, analyze and store) them with the AI Tools, and to share them with the Firm’s vendors and service providers as needed for the representation, subject to the Firm’s obligations of privilege, confidentiality and professional conduct. Client materials are never used to train models and never shared with another client. Using the AI Tools or vendor supplied support does not waive the attorney client privilege or work product protection, and all data, analyses and outputs generated through these systems remain subject to the Firm’s professional obligations.
16.D. Client understands that the Firm may use other vendors during the representation. Unless Client agrees otherwise, the Firm remains primarily responsible for their performance.
Section 17. Miscellaneous
17.A. The Engagement Letter and these Standard Terms are the entire understanding about the terms of the engagement and supersede prior understandings and agreements, written or oral.
17.B. If any provision is held invalid, void or unenforceable, the rest remains in full force. This Agreement may be amended only in writing by the parties.
17.C. This Agreement and the Firm’s representation of Client are governed by the laws of the State of New York, without giving effect to choice of law principles. Nothing in this section displaces the rules of professional conduct that apply to any Firm attorney by virtue of bar admission or USPTO registration. [MICHAEL TO FINALIZE]
17.D. To the fullest extent permitted by the applicable rules of professional conduct, the Firm is not liable to Client for indirect, incidental, consequential, special, exemplary or punitive damages arising out of this Agreement or the Firm’s services, including lost profits, revenue, goodwill, business opportunity or anticipated savings, whether in contract, tort (including negligence), statute or otherwise, and whether or not advised of the possibility. This section does not limit liability that may not be limited under applicable law or rules of professional conduct.
17.E. Client may not assign or transfer this Agreement or any rights or obligations under it without the Firm’s prior written consent. The Firm may assign this Agreement to a successor entity in a change of control, merger, reorganization or sale of all or substantially all of its practice without Client’s consent. Any assignment in violation of this section is void.
Client’s acceptance of this engagement constitutes acceptance of the terms and conditions set out in this Agreement. If any of them is unacceptable, please tell the Firm before engaging so that we can resolve any differences and proceed with a clear, complete and consistent understanding of the relationship.