Standard Terms of Representation
Effective 2026
The following standard terms and conditions of engagement (these “Terms of Representation” or “Terms”) are incorporated in and made a part of the engagement letter (the “Engagement Agreement”) for each “Matter” for which Noffke Law (“Noffke Law,” the “Firm,” “we,” or “us”) is engaged to represent the “Client,” or “You,” as those terms are defined in the Engagement Agreement. In the event of a conflict between these Terms and the Engagement Agreement, the Engagement Agreement controls.
1.How We Charge for Our Services and Expenses.
The Firm bills on a flat-fee and subscription basis and does not bill on an hourly basis unless some other arrangement has been agreed upon with the Client in writing. The Firm will typically submit (a) regular invoices for services and expenses, and (b) invoices presented before the time of service, particularly where Services and deliverables are less static. In all cases, payment is due upon receipt of the invoice and, unless otherwise agreed in writing, will be automatically processed using the Client’s method of payment on file. This ensures that the Client has a current understanding of charges and expenses incurred and can ask questions or raise concerns if or when the Client wishes.
2.Billing.
Regular billing statements in the form of invoices for legal services and expenses will be sent to the Client monthly, and/or pursuant to a Statement of Work, and/or pursuant to Client direction, which may be given orally. Fees will be due upon receipt and, unless otherwise agreed in writing, automatically drafted using the Client’s account on file. If no comment or issue regarding a billing statement is received within five (5) days of the statement date, Noffke Law will assume that the Client has reviewed the bill and finds it accurate and acceptable. The work performed by Noffke Law on behalf of the Client will be summarized and set forth in the invoice.
3.Flat Fees; Subscriptions; Fee Schedule.
The Firm sets forth standard flat fees for specific types of work and offers subscription arrangements under which defined services are provided for a recurring fee. Invoices delivered will be based upon the Firm’s then-existing fee schedule, which is subject to change from time to time within the Firm’s sole discretion and given the Client’s specific situation, circumstances, and requirements. The exact fee structure and payment schedule for each engagement – whether flat-fee, subscription, hybrid, or another alternative structure – will be set forth within the Engagement Agreement and/or a Statement of Work. In the absence of a specific agreement to the contrary, fees are based on the nature and scope of the Services to be performed and the experience and skill required, rather than on time expended.
4.Evergreen Retainer.
Where the Engagement Agreement provides for an advance fee retainer (the “Retainer”), the Retainer shall be paid before any services commence and will be held in the Firm’s trust account, from which the Client’s regular bills will be paid. The Firm will use the Client’s method of payment on file to automatically replenish the Client’s minimum required Retainer balance (the “Retainer Minimum”) set forth in the Engagement Agreement. The Client shall maintain a valid method of payment on file with the Firm at all times during the representation. Notwithstanding the foregoing, the Client remains responsible for all invoices that are not fully paid from the Retainer. At the conclusion of the representation, any amount remaining in the Retainer after payment of all invoices will be returned to the Client. If payment of an invoice reduces the Retainer balance to zero and more remains due, the Client shall pay the further balance due on the invoice in addition to the amount required to restore the balance to the Retainer Minimum.
5.Timing and Right to Stop Work.
Where a Retainer is required, the Firm shall not begin any work until the full Retainer is on deposit in the Firm’s trust account, in collected funds. In the event the Client does not make timely payment of any amount due – including any Retainer or Retainer Minimum replenishment, subscription fee, flat fee, or balance due on a bill – in collected U.S. funds, the Firm reserves the right, within its discretion, to stop rendering all services or any portion thereof, and/or otherwise to withdraw from the representation as permitted by applicable legal and ethical rules.
6.Additional Services and SOWs.
The Client may take advantage of the Firm’s on-demand and flat-fee services not related to the Matter at any time, to be performed according to the Firm’s schedule and within the framework established by an amendment to the Engagement Agreement, taking the form of a Statement of Work (“SOW”) which must be signed by the Client and the Firm prior to performance of the Additional Services. Additional Services will be due upon receipt of the future invoice, billed as outlined herein, subject to the applicable Michigan Rules of Professional Conduct, and are deemed earned upon payment and will be deposited into the Firm’s operating account.
7.Services.
The Client will have an attorney who is responsible for the Matter. In addition to serving as the Client’s primary contact and performing or overseeing all services provided for the Client, this attorney will review and approve each invoice the Client receives. The responsible attorney may utilize the assistance of other lawyers, law clerks, or paralegals from time to time as the need arises and to ensure that the Client is receiving services at the most cost-effective rates.
8.Expenses; Costs.
At Noffke Law, we make every effort to pass through third-party expenses with no mark-up and no surcharge for the cost of carrying the charge until payment is made by the Client. Government and regulatory fees, filing fees, incorporation fees, and similar expenses are in addition to the Firm’s legal fees and will appear on the Client’s bill at the amount actually disbursed by us on the Client’s behalf. At times these expenses may appear on the Client’s bill well after the work has been completed, as a result of the Firm not receiving vendor invoices as timely as the work was performed. Other costs may include, without limitation, computer and research search fees not included in the Services, paralegal charges, translation costs, court fees, and third-party consultants and docketing charges. The Client may be asked to pay directly certain larger expenses that are invoiced by third parties. The Client authorizes the Firm to retain, upon the Client’s prior written approval, and agrees to pay the fees and expenses of, those other persons or entities that the Firm engages to perform services on the Client’s behalf.
9.Other Payment Terms.
Noffke Law reserves the right to bill back annual fees and charges levied by third-party e-billing providers if e-billing is required by the Client. In certain circumstances, we receive and retain discounts from our third-party contractors based on our volume use of their services. We strongly encourage the Client to raise promptly with us any questions or comments the Client may have regarding any invoice. If the Client’s account is not kept current, including attorney fees, we reserve the right to terminate our representation in accordance with applicable rules of professional conduct. We reserve the right to charge interest on all past-due accounts. If collection proceedings are necessary, the Client agrees to pay for our legal fees and expenses. Noffke Law reserves the right to update how we charge for our services and expenses without notice.
10.Responsibility for Payment.
The Client is responsible for payment. Where more than one person or entity is named as the Client, each is jointly and severally liable for all fees and costs incurred under the Engagement Agreement, regardless of any allocation the Client may arrange among themselves. In certain transactions in which we represent the Client, the Client may request that a third party pay the bill for our services. Nevertheless, as our client, the Client, and not the third party, shall be responsible for ensuring that our fees and other charges are paid in a timely manner.
11.Estimates.
The fees and costs relating to a Matter are not always predictable. Except where a flat fee for a defined service has been agreed, we make no commitment to the Client concerning the maximum fees and costs that will be necessary to resolve or complete a Matter, and any estimate of fees and costs that we may have discussed represents only an estimate. It is also expressly understood that the Client’s obligation to pay the Firm’s fees and costs is in no way contingent on the ultimate outcome of the Matter.
12.Client Responsibilities.
The individual identified in the Engagement Agreement will be our Client contact for the Matter. The Client agrees to cooperate fully with us and to provide promptly all information known or available to the Client that is relevant to our representation. Many matters involve time-sensitive deadlines, and the failure to provide requested materials promptly could result in the waiver of rights or defenses, or in our inability to complete the work. The Client also agrees to pay our statements for services and expenses as provided in the Engagement Agreement and in these Terms. We will keep the Client informed of significant developments through routinely providing the Client contact with copies of incoming and outgoing documents and through periodic discussions, and we will consult with the Client contact in advance of taking any major actions.
13.Confidentiality.
We do not disclose nonpublic information about our clients or former clients to anyone, except as permitted by law and the applicable rules of professional conduct. We will preserve the confidentiality of any confidential information that the Client provides to us in the course of our representing it and will not disclose or use any such information for the benefit of any other client. Conversely, we will not disclose to the Client or use on its behalf any information with respect to which we owe a duty of confidentiality to another client or person.
14.Advice About Possible Outcomes.
Either at the commencement or during our representation, we may express opinions or beliefs concerning the Matter or various courses of action and the results that might be anticipated. Any such statement made by any lawyer of our Firm is intended to be an expression of opinion only, based on information available to us at the time, and does not constitute a promise or guarantee of any particular outcome.
15.Consent to Future Conflicts.
The Firm represents a broad base of clients on a variety of legal matters. Accordingly, absent an effective conflicts waiver, conflicts of interest may arise that could adversely affect the Client’s ability and the ability of other clients of the Firm to choose the Firm as its counsel and preclude the Firm from representing the Client or other clients of the Firm in pending or future matters. Given that possibility, we wish to be fair not only to the Client, but to our other clients as well. Accordingly, by countersigning the Engagement Agreement, the Client confirms our mutual agreement that from time to time the Firm may represent clients in matters in which such clients’ interests may be adverse to the Client or its affiliates, and the Client waives any conflict that may arise in our representation of other clients in such matters and agrees not to seek to disqualify us from such representation, provided that such matters are not substantially related to any matter in which we represent the Client or on which the Client has provided us with confidential information and/or materials.
16.Insurance.
Unless expressly included in the scope of engagement, the Client shall be responsible for tendering any claim or suit to the Client’s insurer. It is possible that the Client or Noffke Law may secure the agreement of an insurance company and that Noffke Law may act as the Client’s counsel. Some insurance companies impose restrictions on the type, amount of, or hourly rate for legal services for which they will pay and may refuse reimbursement for various cost items, and some may unilaterally impose other restrictions that differ from the Engagement Agreement. While Noffke Law will work cooperatively with any insurance company defending the Client and make every effort to minimize the expense not absorbed by the Client’s insurance company, Noffke Law’s agreement is with the Client, the Client agrees to pay promptly Noffke Law’s invoices, and the Client will seek such reimbursement from the insurance company as may be appropriate. In the event a billing dispute arises between the Client and the insurance carrier, Noffke Law will advise the Client and, if the Client wishes, Noffke Law will represent the Client in connection with that dispute.
17.Use of Artificial Intelligence.
The Client acknowledges and agrees that the Firm may, in its professional judgment, utilize artificial intelligence platforms and tools (“AI Technology”) to assist in performing legal services. Such AI Technology may be used to enhance efficiency, conduct legal research, draft and review documents, or otherwise support the delivery of legal services.
18.Confidentiality and Data Protection.
The Client understands that the Firm’s use of certain AI Technology may involve processing the Client’s information, including confidential and case-related data, by a third-party AI Technology provider. The Firm will only use AI Technology that has been vetted for security and is governed by written agreements containing robust confidentiality provisions that prohibit the provider from using Client information for its own purposes, such as training public AI models.
19.Attorney Oversight and Professional Responsibility.
The Firm maintains sole discretion regarding the selection and use of AI Technology and will exercise its professional judgment in determining its appropriate use. All AI-generated work product is subject to rigorous review, verification, and approval by a qualified attorney. The Firm’s use of AI Technology does not diminish its professional obligations to the Client, and the Firm retains full responsibility for exercising independent professional judgment and providing competent legal representation.
20.Client Use of Artificial Intelligence; Discoverability.
The Firm advises the Client that the Client’s own use of artificial intelligence tools – including public chatbots and generative-AI platforms – to discuss, describe, analyze, or generate materials concerning a Matter may waive the attorney-client privilege and the work-product protection, may not be confidential, and may be subject to discovery in litigation or other proceedings. Information the Client enters into such tools may also be stored, disclosed, or used by the provider outside the Client’s and the Firm’s control. The Client therefore agrees not to use any artificial intelligence tool to create, store, transmit, or seek advice regarding a Matter for the Client’s own purposes, and to consult the Firm before doing so. Nothing in this paragraph limits the Firm’s use of vetted AI Technology as described above.
21.Acknowledgment and Consent.
By signing the Engagement Agreement, into which these Terms are incorporated, the Client acknowledges having read and understood this section, including the advisement above regarding the Client’s own use of AI tools, and expressly consents to the Firm’s use of AI Technology in connection with the Matter, subject to the safeguards and professional obligations described herein. A separately executed AI Addendum, if attached to the Engagement Agreement, supplements and does not supersede this section.
23.Storage and Use of Electronic Data.
The Client is aware of and consents to the retention, maintenance, and storage of the Client’s information and records relating to a Matter in the following forms and locations: paper (in office and/or storage files); electronic (e.g., computer, handheld devices for email and fax, and via the internet using cloud storage and a secure client portal); or other like mediums. The Firm will endeavor to take all steps reasonably necessary to preserve and maintain the confidentiality of all of the Client’s information and records; however, the Client recognizes and agrees that such information and records are subject to unauthorized access outside the control of the Firm, and the Client agrees to hold the Firm and all of its attorneys harmless from any non-attorney-caused breaches of confidentiality of the Client’s information and records.
24.File Maintenance.
During our representation, we will send the Client copies of important contracts, pleadings, letters, notices, and other material that we believe the Client should review. Our office strives to maintain these documents in digital (paperless) format for ease of retention and portability. The Client should maintain a secure place to keep these documents. If the Client needs additional paper copies at any time, we can make those at the Client’s expense for our normal copy fees or cooperate in sending the data to the secure copy service of the Client’s choice. The Client may control such costs by keeping digital copies. Should the Client believe a particular file requires encryption, the Client should advise us of the form of such encryption; if our office is required to secure encryption software specifically for the Client’s matter, the cost of that software shall be included in the Client’s bill.
25.Retention and Disposition of Documents.
Following termination of our engagement, any otherwise non-public information that the Client has supplied to us with respect to a Matter and which is retained by us will be kept confidential in accordance with applicable rules of professional conduct. Upon the Client’s written request, the Client’s papers and property will be returned to the Client promptly upon receipt of payment for all outstanding fees and expenses, unless otherwise required by applicable rules of professional conduct. Our own files pertaining to the Matter will be retained by the Firm in accordance with our normal policies. These include, for example, Firm administrative records (such as time and expense reports, personnel and staffing materials, and credit and accounting records) as well as internal lawyers’ work product (such as drafts, agreements, notes, internal memoranda and email, legal and factual research, and investigative reports). All records and files will be retained and disposed of in compliance with our policy in effect from time to time without further notice to the Client. Subject to future changes, it is our current policy generally not to retain records relating to a Matter for more than five (5) years.
26.Termination.
Our representation of the Client in a Matter may be terminated by either of us at any time by written notice by or to the Client. Such written notice may be (a) the Client’s notification to us of the Client’s termination of our representation, (b) our confirmation to the Client of the completion of our representation, or (c) our notification to the Client of our withdrawal. Our representation also will end, regardless of whether or when written notice was sent by or to the Client, as of the date of our final statement for services rendered in connection with the Matter. If our services are terminated for any reason, such termination shall be effective only to terminate our services prospectively, and all the terms of the Engagement Agreement and these Terms shall survive such termination. We reserve the right to withdraw from our representation as permitted by applicable rules of professional conduct. In the event that we terminate the engagement, we will be entitled to be paid for all services rendered and costs or expenses incurred on behalf of the Client through the date of withdrawal. If permission for withdrawal is required by a court or arbitration panel, we will promptly request such permission, and the Client agrees not to oppose our request.
27.Post-Engagement Matters.
Upon cessation of our active involvement in a particular Matter (even if we continue active involvement in other matters on the Client’s behalf), we will have no further duty to inform the Client of future developments or changes in law as may be relevant to such Matter. Further, unless the Client and Noffke Law mutually agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines that may arise from the Matter for which we had been retained.
28.Ownership of Deliverables; Firm Materials.
The Client owns the final documents and deliverables we prepare specifically for the Client under the Engagement Agreement. The Firm retains all rights in its pre-existing and general-use materials – including templates, forms, checklists, processes, know-how, and software or AI tools – and in improvements to them, even if developed in the course of a Matter. To the extent any Firm materials are incorporated into the Client’s deliverables, the Client has a perpetual, royalty-free license to use them as part of those deliverables.
29.Consent to Use of Information.
In connection with future materials that, for marketing purposes, describe facets of our law practice and recite examples of matters we handle on behalf of clients, the Client agrees that, if those materials avoid disclosing the Client’s confidences and secrets as defined by applicable ethical rules, they may identify the Client as a client, may contain factual synopses of the Client’s matters, and may indicate generally the results achieved, unless otherwise agreed to.
30.Entire Agreement.
The Engagement Agreement and these Terms constitute the entire understanding and agreement between the Client and the Firm regarding the terms of our engagement in a Matter and supersede any prior understandings and agreements, written or oral, and any subsequent billing requirements or letters submitted to us by the Client. If any provision of the Engagement Agreement or these Terms is held by a court or arbitration panel to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect. The Engagement Agreement and these Terms may be amended only by means of a subsequent written agreement between the Client and the Firm.