Standard Terms of Engagement for
Law Firm Clients

GP Law and Consulting, LLC

Legal Support Services

Standard Terms of Engagement for Law Firm Clients

Effective Date: May 2026

The following are GP Law and Consulting, LLC’s (“we,” “our,” or the “Firm”) Standard Terms of Engagement for the provision of legal support services to the law firm(s) (“Client Firm” or “you”) identified in our Engagement Letter or Assignment Confirmation email. In providing services under these terms, we act as legal support counsel to the Client Firm—not as counsel to the Client Firm’s individual clients. The Engagement Letter or Assignment Confirmation email sets forth additional terms and conditions which control wherever they conflict with these Standard Terms. These Standard Terms are an integral part of our agreement to provide legal support services to you. Please review them carefully and contact us promptly with any questions.

OUR CLIENT

We consider only the law firm(s) identified in the Engagement Letter or Assignment Confirmation email to be our client for any matter on which we provide legal support services. Our engagement is with the Client Firm as an entity. Nothing in these Standard Terms or any Engagement Letter or Assignment Confirmation email shall be construed to establish an attorney-client relationship between our Firm and any individual client of the Client Firm (“End Client”).

The Client Firm remains counsel of record for any End Client matter on which we provide legal support services. We are providing legal support to the Client Firm to assist it in serving its End Clients. The Client Firm is responsible for all communications with End Clients, decisions affecting End Clients’ legal rights and interests, and compliance with all professional obligations owed to End Clients under applicable rules of professional conduct.

Unless we otherwise agree in a mutually acceptable writing, our engagement with the Client Firm does not establish any attorney-client, contractual, or other relationship with: (a) any individual client of the Client Firm; (b) any affiliate, subsidiary, parent, partner, shareholder, officer, director, member, or employee of the Client Firm; or (c) any co-counsel, referral partner, or other third-party law firm involved in a matter.

If, during our engagement, the Client Firm affiliates with, acquires, is acquired by, or merges with another entity, you agree to provide us with sufficient notice to allow us to assess any potential conflicts of interest and to take any action we deem appropriate.

NATURE AND SCOPE OF OUR SERVICES

The scope of the legal support services we agree to perform is described in the applicable Engagement Letter or Assignment Confirmation email. Our services are provided to assist the Client Firm in the delivery of legal services to its End Clients. If you are uncertain about the scope of our engagement on a particular matter, please contact us for clarification.

Legal support services we may provide include, without limitation:

Drafting and revising motions, briefs, pleadings, and other litigation documents
Legal research and memoranda
Document review, analysis, and management
Drafting and reviewing transactional documents, agreements, and correspondence
Case strategy support and legal analysis
Deposition preparation and support
Other discrete legal tasks as described in the applicable Engagement Letter or Assignment Confirmation email

We cannot guarantee the outcome of any matter. Any statements concerning the likely outcome of a matter are expressions of our professional assessment, which are subject to uncertainty based on the facts available to us, applicable law, and other factors.

Unless expressly set forth in the Engagement Letter or Assignment Confirmation email, our legal support engagement will not include any of the following: serving as general counsel to the Client Firm or any End Client; entering a formal appearance on behalf of any End Client before any court, tribunal, or administrative agency; signing pleadings or other filed documents; or communicating directly with courts, opposing counsel, witnesses, parties, or End Clients.

Any expansion of the scope of our engagement beyond the services described in the applicable Engagement Letter or Assignment Confirmation email—including any appearance, co-counsel arrangement, or direct communications with End Clients, courts, or opposing parties—will require a separate written agreement signed by authorized representatives of both parties. See “Co-Counsel and Expanded Scope” below.

RELATIONSHIP TO END CLIENTS; CLIENT FIRM CONTROL

The Client Firm retains complete control over its representation of its End Clients. The Client Firm’s attorneys of record remain responsible for supervising and directing all legal work performed by us, for all substantive decisions affecting End Clients’ rights and interests, and for compliance with all duties owed to End Clients under the applicable rules of professional conduct.

We will provide legal support services under the direction and supervision of the Client Firm. All work product we prepare will be delivered to the Client Firm, which shall review and take responsibility for any work product before submitting it to End Clients, courts, or third parties.

We will not, without the prior written consent of the Client Firm: (a) communicate directly with any End Client; (b) enter a formal appearance before any court, tribunal, regulatory body, or agency on behalf of any End Client; (c) sign pleadings, briefs, or other filed documents; (d) communicate with opposing counsel, witnesses, or parties on any End Client matter; or (e) take any action that could create or imply a direct attorney-client relationship between us and any End Client.

CO-COUNSEL ARRANGEMENTS AND EXPANDED SCOPE

In some circumstances, the parties may agree that we will serve in a co-counsel capacity on a matter, which may include entering a formal appearance, signing filed documents, or communicating directly with End Clients, courts, opposing counsel, or other parties. Any such arrangement must be memorialized in a separate written co-counsel agreement signed by authorized representatives of both parties prior to us undertaking any such expanded role.

A co-counsel agreement will, at minimum, address: the specific matter(s) and scope of co-counsel engagement; allocation of responsibility between the Client Firm and us for substantive legal decisions; client consent and disclosure requirements under applicable rules of professional conduct; fee-sharing arrangements if applicable; and any additional conflicts disclosures required by the applicable rules.

CONFLICTS OF INTEREST

Before undertaking any legal support engagement on a specific matter, we will conduct a conflicts check with respect to the End Client(s) involved in that matter. We will notify the Client Firm promptly if our conflicts check reveals any actual or potential conflict of interest that may affect our ability to provide legal support services on that matter.

Our representation in any legal support engagement is of the Client Firm—not the End Client. Accordingly, our conflicts obligations run to the Client Firm and, to the extent required by applicable rules of professional conduct, to the End Clients involved in each matter on which we perform services. The Client Firm agrees to provide us with sufficient information about each matter and each End Client involved to allow us to conduct a meaningful conflicts check prior to the commencement of services.

Our Firm represents many clients, including other law firms. It is possible that during the time we are providing legal support services to you, we may also provide services to other law firms in matters unrelated to our work for you. You agree that we may continue to represent, or may in the future represent, other law firms or clients in matters unrelated to our engagement with you, even where those law firms or clients may have interests adverse to yours, provided that: (a) such matters are not substantially related to any matter on which we are providing legal support services to you; and (b) we do not use any confidential information obtained from you to your disadvantage. We will not use any proprietary or confidential information you share with us in connection with any matter adverse to you.

If we determine at any point during an engagement that a conflict of interest exists or has arisen that cannot be waived or that we cannot address consistent with our professional obligations, we will notify you promptly in writing and, subject to our professional obligations, take such steps as are necessary to address the conflict, which may include withdrawal from the affected matter.

CONFIDENTIALITY

In the course of providing legal support services, we will receive confidential information concerning the Client Firm and its End Clients. We will not disclose any confidential information about the Client Firm, its End Clients, or any matter on which we provide services to any third party except as required by law or as authorized in writing by the Client Firm.

The Client Firm acknowledges that it is responsible for obtaining any necessary consent from its End Clients prior to sharing End Client confidential information with us in connection with a legal support engagement, to the extent required by applicable rules of professional conduct.

HOW OUR FEES ARE SET

Unless we agree to an alternative fee arrangement in the Engagement Letter, we will bill you based on the amount of time spent by our lawyers and other professionals in rendering legal support services, multiplied by the hourly billing rates set out in the Engagement Letter or Assignment Confirmation email. We record time in units of tenths of an hour, including time in conferences, legal research and analysis, document preparation and revision, and other legal support services. Our hourly billing rates are adjusted annually to reflect current levels of legal experience, changes in overhead costs, and other relevant factors.

You understand that, unless we agree in writing to a capped, fixed, or other alternative fee arrangement, the fees and expenses relating to any matter are not fully predictable, that we have not made a commitment concerning the maximum fees and expenses necessary to complete a matter, and that payment of our fees is not contingent on the ultimate outcome of any matter. We will, if you wish, prepare an estimate or budget for any matter, which you understand is uncertain, is not a guarantee, and is subject to change.

OUT-OF-POCKET EXPENSES

As part of our engagement, we may incur costs on your behalf. Whenever such costs are incurred, we itemize and bill them without mark-up. You agree to pay these costs on a timely basis. Examples of such costs include: messenger, courier, and express delivery charges; significant postal expenses; extraordinary telecommunications expenses; travel expenses; service of process fees and expenses; extraordinary copying, scanning, and printing charges; electronic research charges; and charges made by outside experts and consultants, including accountants, appraisers, and other legal counsel. We generally request that outside service providers directly bill you for individual charges over $500, or we may forward their invoices for direct payment. We do not charge for routine overhead costs such as routine telephone charges, routine postage, facsimile charges, and secretarial overtime.

USE OF ARTIFICIAL INTELLIGENCE

We use artificial intelligence (AI), including generative artificial intelligence (Gen-AI), to enhance and streamline the legal support services we provide. Unless you instruct us otherwise, we may use this technology in conducting legal research, preparing documents, and completing other tasks in providing legal support services to you. We will not input any of your confidential information, or any confidential information of your End Clients, into any AI or Gen-AI tools without your prior, written authorization. Our lawyers always maintain oversight of all output generated by AI or Gen-AI tools.

BILLING ARRANGEMENTS AND TERMS OF PAYMENT

We bill you on a regular basis, normally each month, for both fees and disbursements. To render our bills efficiently, we may assign a bill-through date different from month-end. If you request, we will prepare bills at your fiscal year-end for accrual purposes. Our bills are due and payable upon receipt. You agree to make full payment within 30 days of receiving our bill. If any fees or disbursements remain unpaid after 30 days, interest will be assessed at the maximum rate permitted by applicable state law, but not exceeding one percent per month from the beginning of the month in which they became overdue.

If your account becomes delinquent, you agree to bring the account current promptly. If the delinquency continues and you do not arrange satisfactory payment terms, we may withdraw from the engagement and pursue collection of your account. You agree to pay the costs of collecting the debt, including court costs, filing fees, and reasonable attorneys’ fees.

FEE DISPUTES

If you disagree with the amount of our fee, please contact the attorney primarily responsible for your matter. Typically, such disagreements are resolved to the satisfaction of both parties with little inconvenience or formality.

Professional Responsibility and Rules of Conduct

In providing legal support services to the Client Firm, our attorneys are subject to the applicable rules of professional conduct of the jurisdictions in which they are licensed. The Client Firm acknowledges and agrees that we will at all times be bound by those rules, and that nothing in these Standard Terms or any Engagement Letter or Assignment Confirmation email shall require or permit us to act in violation of our professional obligations.

Where our professional obligations as attorneys conflict with any term of these Standard Terms or any Engagement Letter or Assignment Confirmation email, our professional obligations will control. The Client Firm, as a law firm itself, acknowledges its own independent obligations under applicable rules of professional conduct with respect to the supervision of outside legal support counsel and the protection of its End Clients’ interests.

POTENTIAL CONFLICTS / UNRELATED MATTERS

Our Firm represents many other clients. It is possible that during the time we are providing legal support services to you, we may also represent other clients—including clients who may have business or legal interests adverse to yours—in matters unrelated to our work for you. You agree that we may continue to represent, or may in the future represent, existing or new clients in matters unrelated to our engagement with you, even if the interests of such clients in those other matters are directly adverse to your interests. We agree, however, not to use any proprietary or other confidential information of a non-public nature obtained from you to your disadvantage in any litigation or other matter in which we are adverse to you.

DISCLOSURE OF REPRESENTATION

You hereby acknowledge and agree that, subject to any confidentiality obligations, we may disclose to third parties and to the public that you are a client of the Firm, we may use your firm’s name and logo in connection with our marketing and business development initiatives, and we may provide a general description of the types of legal support services rendered for your benefit, unless you specifically request that such information remain confidential.

FORCE MAJEURE

Neither you nor we will be responsible for failure to perform our respective obligations if the failures are due to causes outside our respective control, provided that your obligation to pay our bills for services already rendered shall not be excused by this provision.

POST-ENGAGEMENT MATTERS

You are engaging us to provide legal support services in connection with specific matters. After completion of any matter, changes may occur in the applicable laws or regulations that could have an impact on the subject matter of our engagement. Unless you engage us again on that particular matter, we have no continuing obligation to advise you with respect to future legal developments.

Conclusion of Engagement; Retention and Disposition of Documents

Unless previously terminated, our engagement concludes upon our sending our final bill for the matter covered in our Engagement Letter or Assignment Confirmation email. After our engagement concludes, we will maintain in confidence any otherwise non-public information you supplied to us. At your request, we will return original papers and property promptly upon receipt of payment for outstanding fees and costs. We may retain copies for our files. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials after the termination of the engagement without notice to you.

TERMINATION

You may terminate our engagement at any time by notifying us in writing. Your termination does not affect your obligation to pay fees for legal support services rendered and out-of-pocket expenses incurred prior to termination, including any costs associated with an orderly transition of work product and materials.

We may terminate our engagement upon written notice to you if you fail to abide by these terms of engagement or the applicable Engagement Letter or Assignment Confirmation email, including for nonpayment of fees and expenses. We may also terminate if, in our professional judgment, continuing the engagement would require us to act in violation of applicable rules of professional conduct, in which case we will provide reasonable notice and cooperate in an orderly transition of any pending work product.

Either party may terminate an engagement on any individual matter at any time upon 10 days' written notice, without cause.

CHOICE OF LAW AND FORUM

These Standard Terms, and any Engagement Letter or Assignment Confirmation email entered into pursuant to them, shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Standard Terms or any engagement hereunder that is not resolved pursuant to the fee dispute process described above shall be litigated exclusively in the state or federal courts located in the State of Rhode Island, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts for that purpose.

AMENDMENTS

From time to time, we may amend these Standard Terms. If this occurs, we will notify you of the changes by means of a notice on our website, but amendments will not affect any matter in which we are then currently providing legal support services to you absent a specific, written notice to you.

LIMITATIONS

If the validity or enforceability of any of these Standard Terms is in any way limited by the laws and professional regulations applicable to us, those laws and professional regulations will take precedence over these Standard Terms, but the Standard Terms will be valid and enforceable to the fullest extent permitted by such laws and professional regulations.

ACKNOWLEDGMENT

By executing an Engagement Letter or Assignment Confirmation email, you confirm that you have read, understood, and agreed to these Standard Terms of Engagement.