The Scope of Our Representation

Our attorney-client relationship is strictly limited to legal services in the matter(s) described in the order you place with us or in the engagement document we send you. You understand that you are not relying on us for business, investment, accounting, or valuation decisions, or to investigate the character or credit of persons or firms with whom you may be dealing (such as insurance companies or investment advisors) unless otherwise specified in that order or engagement document. We will advise you of developments as necessary to perform our services and will consult with you as necessary to ensure the timely and effective completion of our work.

1. Client's Duties

To adequately represent you, it is important that you be truthful with us, cooperate with us, keep us informed of developments, abide by this agreement, pay our bills on time, and keep us advised of your current address, telephone number, e-mail address, and whereabouts.

Responsibility for the work is divided. We draft and prepare the documents. You are responsible for signing them, for completing and recording the transfers they contemplate, for funding the entities and trusts we create, for keeping their records and observing their formalities on an ongoing basis, and for engaging qualified tax counsel and preparers. Our engagement does not include ongoing supervision of your structures, monitoring of your compliance, or reminders of recurring obligations. You agree to notify us promptly of any material change in your circumstances, assets, or exposure to claims.

2. Costs and Expenses

In addition to the fees, you agree to reimburse us for costs and expenses incurred in connection with our representation of you, including fees fixed by law, assessed by public agencies (i.e. recording fees and documentary taxes, annual report fees, and non-Florida registered agent fees), subscription fees (trustee fees and registered agent fees), messenger or delivery fees, postage expenses, in-office photocopying at $0.25 per page when copying over 20 pages, parking, mileage at the applicable IRS per-mile rate, private investigation (i.e. heir search) expenses, expenses of materials or books particularly related to our representation of you, expenses of consultation with other attorneys, accountants or other professionals. You authorize us to hire any investigators, attorneys, consultants, or other professionals reasonably necessary in our judgment and to direct such persons or entities to render statements for services rendered and expenses advanced either directly to you or to us (at our discretion), in which later event you agree to reimburse us for the full amount of such statements promptly.

If you have engaged us for legal services that require us to register you for subscription services that incur a periodic fee (e.g., registered agent or trustee fees), you agree that the service providers may increase these fees periodically under their separate agreements. If you wish to cancel any such subscription service, you must notify the service provider directly. Notifying us may not terminate the subscription. Otherwise, the invoice will not be canceled, and interest may accrue. Termination fees may apply, depending on the service.

You acknowledge that the basis for computing our compensation has been fully explained to you. Our compensation is based on, among other factors, the time and labor involved, the novelty or difficulty of questions presented, the results obtained, time limitations imposed by this representation, and the reputation, experience, and ability of our firm in performing this type of service.

3. Invoices and Payments

You agree to pay our invoices within 30 days after each invoice’s date. We shall send you periodic statements for fees and/or costs incurred. We anticipate these invoices will be sent monthly or before commencing the work.

4. Termination

You are free to consult with another attorney at any time and may discharge us as your attorney at any time. We may withdraw from representing you with your consent or for good cause. Good cause includes your breach of this agreement, your refusal to cooperate with us or to follow our advice on a material matter or any other fact or circumstance that would render our continuing representation unlawful or unethical. If one of our ancillary companies is acting as a trustee of a trust for you or registered agent for one of your entities, we may terminate those services for the same reasons set forth here or in the trust agreement or for non-payment of periodic fees assessed for those services. We may also terminate such subscription services if you are engaged in activities or accused of engaging in activities that would be harmful to our reputation as we determine in our sole discretion.

All unpaid charges shall become immediately due and payable when our services conclude. After our services conclude, we will, upon your request, deliver your files to you along with any of your funds or property that are in our possession. You agree that electronic copies and transferring your electronic files upon termination of our services are sufficient, and printed hard copies are not necessary.

At the end of the representation, any of your original documents or other property in the firm’s possession will be returned to you. The firm will keep an electronic copy of its file for six years after the end of the representation, after which the firm may securely and confidentially dispose of the file.

5. Disclaimer of Guarantees

You understand that nothing in this agreement and our statements to you are to be construed as a promise or guarantee about the outcome of your matters. We make no such promises or guarantees. Our comments about the outcome of your matters are expressions of opinion only.

In particular, but not by way of limitation, you understand that transferring ownership of property that is subject to a mortgage has the inherent risk of triggering the due-on-sale clause in the mortgage. Furthermore, such transfers of ownership may result in the loss of real property tax exemptions and savings. Transferring ownership of property may also entail other tax ramifications. We may or may not have advised you of these potential issues, but you understand that there is no guarantee regarding the due-on-sale clause, real property taxes, or any other types of taxes related to the Work we do for you or the advice we provide.

6. Failure To Pay Fees and Expenses

If any fee is not paid as provided above, we reserve the right to charge you interest at the rate of 18% per annum until payment is received. You agree that if fees are not paid promptly, we shall be able to recover from you attorney's fees and costs in connection with negotiation, settlement, or an action to enforce payment of fees pursuant to this agreement.

7. Confidentiality and Use of Technology

You acknowledge and understand that we utilize the Clio online platform for case management, secure document storage, and communication purposes. Clio is a cloud-based service designed to ensure the confidentiality and security of your information in compliance with applicable privacy laws and ethical guidelines.

Additionally, we frequently communicate with clients via email. While we take reasonable steps to ensure the confidentiality of our email communications, including using encryption where appropriate, you acknowledge that email is not always a secure medium. By agreeing to our representation, you consent to the use of email as a primary means of communication unless you instruct us otherwise in writing.

If you have concerns about the security of email communications or prefer an alternative method of communication, please inform us, and we will make the necessary arrangements. We may charge additional or higher fees if you require special accommodations, such as mailing hard copies of documents.

We retain electronic copies of documents only; we do not retain physical original documents. When we deem it necessary or advisable, we will forward original deeds, mortgages, promissory notes, title insurance policies, and mobile home titles to you after we scan electronic versions into our practice management system.

You acknowledge and understand that every phone call to or from our office is recorded. Sometimes, but not always, we may archive recorded phone calls to our practice management system for later reference. Further, all video conferences are recorded. These video conferences and some recorded phone calls may be processed by artificial intelligence to summarize, analyze, and further archive the information presented in the phone or video meeting for future reference. Any such reports, summaries, or analyses created by artificial intelligence will be shared with you upon request and maintained in your electronic file inside our practice management system.

8. Use of Artificial Intelligence (AI) and Legal Technology

Our firm utilizes artificial intelligence (AI) and other advanced legal technologies to assist in efficiently handling legal matters. These technologies may be used for document review, legal research, drafting, and other routine tasks. By integrating AI, we aim to enhance efficiency and deliver cost-effective services to our clients without compromising the quality of representation.

You acknowledge and agree that AI tools will be used to support, not replace, our attorneys' professional legal judgment and oversight. All decisions and final legal advice will be provided by a licensed attorney in full compliance with the legal profession's ethical rules, including those set forth by The Florida Bar.

While AI tools may expedite routine processes, your confidentiality and the attorney-client privilege remain paramount. We take all necessary precautions to ensure that the use of AI technology aligns with the ethical and legal standards required in our practice.

If you have any concerns about our using AI in your matter or prefer that certain tasks be handled solely by a human, please notify us, and we will accommodate your preferences as much as possible.

9. Tax and Business Advice

Once the services outlined in your engagement agreement are completed, we have no duty to continue representing you. For example, if we create a limited liability company for you, we will not remind you of additional filing deadlines, tax notices, changes in the law, or licensing updates. If we are engaged to prepare a deed or loan documents for you, we will not conduct any title search nor provide any opinion of title related to the marketability of your title or priority of your lien. If we represent you as a purchaser or seller in a real estate closing, we have no obligation to determine whether the price you are paying or being paid is reasonable, whether the property is structurally sound or suitable for your needs, or any other issues other than those specifically outlined in our engagement. We provide no business advice related to the feasibility of a loan, the tax consequences or requirements of any legal matters we may handle for you, or the completion and filing of any tax or licensing forms on your behalf unless specifically included in writing in the scope of the legal work we have been engaged to complete for you.

Any discussion of federal tax matters in our work for you is provided for general information, is not a formal tax opinion, and may not be relied upon to avoid tax penalties. If you would like a written opinion upon which you can rely for penalty protection, those services must specifically be included in our engagement with you.

10. Your Rights as Our Client

We provide this section so you know what you are entitled to. If you ever have a question about these rights, or about how your matter is being handled, ask us — we should be readily available to you.

You are entitled to be treated with courtesy and consideration at all times by every lawyer and staff member of this firm, and to have your matter handled competently and diligently. We will not refuse to represent you on any basis prohibited by the Rules Regulating The Florida Bar.

You are entitled to a written fee agreement stating, in plain language, the nature of our relationship and the details of the fee arrangement. You are entitled to understand our rates and any deposit before you sign, and to ask us about any term before signing.

You may refuse to enter into any fee arrangement you find unsatisfactory.

You are entitled to be kept reasonably informed about the status of your matter, to have your reasonable requests for information answered promptly, and to receive copies of the documents we prepare for you.

If your matter is billed hourly, you are entitled to an itemized invoice and to raise questions or objections about it in a timely way.

You are expected to be truthful with us and to give us the information and documents we need to do the work competently.

You are entitled to make the ultimate decision about the objectives of the representation and about whether to accept any proposed resolution.

You may discharge us at any time. If you do, or if we withdraw, you are entitled to the release of your file, which we will provide within a reasonable time. We may pursue payment for services already performed.

You are under no obligation to sign a promissory note, or to grant a lien or mortgage on your home, to secure our fees. This agreement does not require any such security.

You are entitled to our best efforts, but no particular result can be guaranteed.

If you believe a lawyer has engaged in unethical conduct, you may report it to The Florida Bar, which regulates lawyer conduct in this state. In the event of a fee dispute, The Florida Bar offers a fee arbitration program; it is voluntary, and both you and the firm must agree to participate. The Florida Bar can be reached at 800-342-8060.

11. Privacy Policy

You authorize us to share your personally identifying information with our affiliated companies (i.e. our land trustee company or registered agent services company) to the extent needed to provide additional services related to the legal services for which you have engaged us. You likewise authorize us to share such personally identifying information, including copies of or information from your driver's license or passport, account numbers, taxpayer identification number, mailing and physical addresses, phone numbers, and electronic mail addresses, with third parties related to our representation of you. Such parties may include, but not be limited to, closing or title agents, 1031 exchange qualified intermediaries, co-counsel, the Internal Revenue Service, your attorneys-in-fact, personal representatives, and trustees. Before sharing such information, we will first review the request for the information and determine whether disclosure is required by law or necessary for your legal representation. Consistent with our professional obligations, we may provide your personally identifying information to regulatory authorities and law enforcement officials under applicable law or when we otherwise believe in good faith that the provision of such information is required or permitted by law, such as in connection with the investigation or assertion of our legal defenses or for our compliance matters.

12. Dual Representation of Married Clients

If we are representing both spouses jointly in this matter, your best interests and our ethical obligations to each of you require that you fully understand the considerations involved in such dual representation. This means that we owe duties and obligations to both of you, and that each of you has an obligation to disclose to us all information that is relevant to your estate planning. Estate planning is an area in which people with shared interests can often disagree. As a married couple, you share certain goals and interests. At the same time, your individual interests can differ and sometimes conflict.

For example, couples may have different views on how property should pass after the death of one or both of you. In some situations, we may recommend that you restructure your asset to take advantage of available income and death tax benefits that may involve gifts from one spouse to the other or the formation of irrevocable trusts. These actions can affect the division of property in the event of dissolution of marriage.

If you each had a separate lawyer, you would each have an advocate for your position and you would each receive independent advice. In that singular representation arrangement, information given to your own lawyer is confidential and cannot be obtained by your spouse without your consent. When we represent you jointly through this dual representation arrangement, we cannot be advocates for one of you against the other. Information that either of you gives us relating to your estate planning cannot be kept from the other spouse. Since we represent you jointly, our efforts will be to assist in developing a coordinated estate plan and to encourage the resolution of differing interests in an equitable manner. If you disagree on an estate planning provision, rather than acting as an advocate for either of you, we would act as a mediator to work toward creating a plan that achieves the interests and goals of both spouses.

By employing us to represent you jointly, you agree that there will be no confidential communications between either spouse and the firm: if one of you discloses information to us about your financial affairs or intentions, we are free to disclose that information to the other spouse to achieve your estate planning goals.

If this is not acceptable to you, you must advise us immediately so that other arrangements can be made.

If a legal controversy ever developed between you concerning your estate planning, we would be required by the ethics rules to withdraw from the dual representation. We could not represent either of you individually in that controversy without the consent of both of you. In addition, if there were litigation between the two of you, we could be compelled by the court to testify about information we obtained from either of you and about the advice that we gave to you in your estate planning.

One structure needs specific mention. If our work for you includes a spousal lifetime access trust (a SLAT) or any similar structure in which one spouse creates a trust for the benefit of the other, the practical protection available to the beneficiary spouse can be substantially reduced or eliminated on divorce or on the death of the settlor spouse. The settlor spouse should not counsel the other spouse on that transaction. We strongly recommend that the non-settlor spouse obtain independent legal advice before the structure is implemented, and we will proceed on the understanding that the opportunity to do so has been offered and either taken or knowingly declined.

13. Our Duties if You Become Incapacitated

The professional ethics rules authorize us to attempt to continue a normal attorney-client relationship with you if you cannot make or express sound decisions about the matters you have retained us to advise you about. These rules also authorize us to seek the appointment of a guardian or to take other actions to protect your interests if we reasonably believe this necessary.

The law permits you to appoint an authorized agent to act on your behalf. For example, you can appoint an attorney-in-fact under a durable-power-of-attorney document. The authorized agent can continue to act on your behalf even if you later become unable to make your own decisions. If the authority that you give to the authorized agent is broad enough, the authorized agent can make decisions for you concerning your estate planning and any other matters that you have retained us to advise you about. For example, that authority could include that ability to make gifts of your assets during your lifetime (and perhaps include the ability to make gifts to this authorized agent), and to execute contracts and agreements on your behalf.

If you have designated an authorized agent to act on your behalf under a power-of-attorney document or some other arrangement, and if in our judgment that authorization is broad enough to include the authority for that person to instruct us on your estate planning or any other matters that you have retained us to advise you about, you agree that we can continue to represent you in your estate planning or those other matters, and that we may rely upon the communications and instructions from your authorized agent. You also agree that we may communicate with your authorized agents and disclose information to them that is relevant and necessary to allow them to make informed decisions on your behalf, including information that has been communicated to us by you that is protected by attorney-client confidentiality. Further, you authorize us to release to your agents copies of any legal documents you have executed that appoint that agent, either as a primary or alternate agent on your behalf unless you communicate to us that you have revoked such agency.

We reserve the right to refuse to act upon your authorized agent’s instructions and instead to take whatever action that we reasonably believe necessary to protect your interests if we reasonably believe that your authorized agent does not have the authority to act on your behalf in the matter that we represent you on, or if we reasonably believe that your agent is not acting in your best interests or in furtherance of your objectives as we understand them.

14. Future Collateral Legal Proceedings

Sometimes, we are called upon after the end of our representation of you to appear in, provide documentation for, or act as witnesses in collateral litigation or alternative dispute resolution proceedings related to our representation of you. You agree, or direct your estate, trustees, or guardians, to compensate our Firm at our hourly rates then in effect, plus costs and expenses, for work done by us where (1) we are requested or authorized by you or your estate, trustees, or guardians, or required by government regulation, subpoena, or other legal process, to produce information or our personnel as witnesses concerning our representation of You as outlined in this agreement; (2) we are not a party to the proceeding in which the information is sought; and (3) the quality, sufficiency, or effectiveness of our work is not in question in the proceeding. This obligation applies even if our representation of you has ended. Any fees and expenses charged to you, or your successors, estate, trusts, or guardians shall not be clearly excessive, and we will make every reasonable effort to minimize time, costs, or expenses related to such a request.

15. Reports generated by third parties

As part of the services we are providing to you, we may obtain reports and information from third parties. These reports may include real estate title search reports, Ownership & Encumbrance Reports, title insurance commitments, title insurance policies, municipal lien search reports, utility lien search reports, open/expired permit search reports, skip-trace reports, asset search reports, and other such information. We do not review the reports for accuracy, and we are not responsible for the content of the reports if they are inaccurate or incomplete.

16. Our admissions and the scope of our representation

Joseph E. Seagle is admitted to the practice of law in Florida, North Carolina, South Carolina, and the District of Columbia. Aspire Legal Solutions PLLC practices Florida law, and this engagement is limited to matters of Florida law. The advice provided under this engagement is Florida-law advice.

Your structures may involve entities formed, trusts sitused, or property located outside Florida. We do not opine on the law of those jurisdictions. We recommend you retain qualified counsel admitted there for advice on their law and on the rules governing your, your entity's, or your trustee's activities in those jurisdictions. We will coordinate with your local counsel, but we do not serve as local counsel and do not supervise their work.

Nothing in this engagement is an undertaking to represent you in any jurisdiction other than Florida unless your order or engagement document expressly provides otherwise. Where this engagement does include a specific North Carolina, South Carolina, or District of Columbia matter, that work is described in your order or engagement document, is performed under Mr. Seagle's admission in that jurisdiction, and is limited to the specific task described. It does not extend to advice on that jurisdiction's law generally or to any other matter there.

We are not responsible for conducting title searches or abstracting, for rendering opinions on the marketability of title, or for escrowing and disbursing funds, unless those services are expressly stated in the services described in the letter accompanying these terms.

17. Your Representations to Us

This section applies if the services you have engaged us to perform include the design or implementation of asset protection structures. By engaging us for that work, you represent to us that, as of the date you place your order: there are no claims pending or threatened against you, and no facts known to you that you would reasonably expect to give rise to a claim; you are solvent, meaning the fair value of your assets exceeds your liabilities and you are able to pay your debts as they come due; you are current on your obligations and reasonably expect to remain able to pay them; and you do not intend, by any transfer contemplated in this engagement, to hinder, delay, or defraud any creditor.

These representations are the foundation of the work. Asset protection planning undertaken while a claim is pending or threatened, or while you are insolvent, can be set aside as a fraudulent transfer and can expose both you and this firm to liability and additional claims. You agree to tell us promptly if any of these representations stops being accurate during our representation. We may ask you to confirm these representations in a separate sworn statement, and we may decline to proceed, or withdraw, if we are not satisfied that they are accurate.

18. What Asset Protection Planning Does Not Do

This section applies if the services you have engaged us to perform include the design or implementation of asset protection structures. No structure is absolute. You acknowledge that the work we do for you is not expected to protect against: a properly pleaded and proven fraudulent transfer claim; federal tax liens and federal tax collection; criminal forfeiture, restitution, and fines; certain domestic support obligations, including child support and alimony; claims of creditors who already hold a lien on, or a joint interest in, the assets transferred; and claims arising out of your own conduct after the structures are in place, including your operation of the entities and trusts we create.

The purpose of this work is to change the practical and legal landscape a future creditor must navigate. It is not to make you judgment-proof, and we do not represent that it will. Liability insurance and smart risk management remain a necessary part of your protection, not an alternative to it.