1. Designation of Services.

a. Legal Services will only be performed by Troy for matters and projects specifically requested by Client. Upon Client’s request, Troy shall provide estimates for Legal Services and disbursements related thereto, but in no event shall such estimates be considered binding as a Flat Rate for such Legal Services and disbursements unless specifically stated in writing. Troy shall continue to perform Legal Services for Client until such time as either: i) Client requests Troy to stop performing particular Legal Services; or ii) Client fails to pay Troy as provided herein.

b. Troy represents that he is an attorney admitted to the practice of law in the States of Vermont, New York, and Illinois, and the District of Columbia and that he maintains his office exclusively in the State of Vermont. Troy further represents that he utilizes the assistance of attorneys licensed to practice in Vermont, other states, and in foreign countries, as the case may be, to assist in the handling of particular client matters.

2. Power of Attorney. Client hereby appoints Troy as its true attorney in fact, with full powers of substitution, revocation, and the power of appointment of associate attorneys, for all those matters which constitute Legal Services. For Clients that do not have an address within the United States. Client hereby designates Troy as domestic representative upon whom may be served notices or process in proceedings affecting Client’s trademarks, patents and copyrights.

3. Declarations by or on behalf of Clients. In connection with Legal Services, Client may be asked to execute and/or provide information in connection with declarations to be filed with the United States Patent and Trademark Office and other governmental agencies. Client understands that false statements indicating matters which Client knows or should know are untrue may be punishable by fine or imprisonment, or both, under 18 USC §1001, and that such false statements may jeopardize the validity of the filing or any resulting registration. Accordingly, in connection with any declarations which are prepared pursuant to Legal Services, Client warrants and represents that (i) all information supplied shall at all times be truthful and candid, (ii) that Client shall immediately bring to the attention of Troy any matters regarding which Client may have questions or doubts; and (iii) that Client is not aware of any rights of any other person which could conflict with the rights being asserted by virtue of the declaration. In connection with the foregoing warranties and representations, Client, at its sole expense, shall defend, indemnify and hold Troy harmless from any claim, demand, cause of action, debt or liability to the extent it is based on a breach of any of the aforesaid warranties and representations.

4. Billing for Legal Services and Disbursements.

a. Filing fees required in connection with securing intellectual property rights shall be paid by Troy on Client’s behalf only after Client has paid Troy. Client recognizes and understands that failure to advance such fees to Troy within the time frame designated by Troy may result in a loss of intellectual property rights or incurring of additional fees or expenses (including without limitation additional fees for Legal Services) in order to reestablish such rights. Client recognizes that governmental filing fees may change at any time and that the schedules of Official government charges is subject to change without notice.

b. Legal Services for trademark filings shall be billed in accordance with our schedule of charges. Such Legal Services are Flat Rates, not subject to hourly charges. All other services shall, except as otherwise agreed in writing, be billed at $325.00 per hour for attorney time and $175.00 per hour for paralegal time, rounded to the nearest 1/10th of an hour. Out of pocket costs including, but not limited to, mailing, copying, telecommunications, transcripts, travel, express delivery, data base research, etc. shall be billed to the client periodically. We include a twenty percent handling fee added to amounts billed to us and incurred as direct expenses for all cost disbursements incurred on behalf of client. Troy reserves the right to change the foregoing rates for Legal Services upon notice to Client.

c. Accounts must be paid in full in US dollars within thirty (30) days of billing. All past due accounts shall incur interest at the rate of 1½% per month, computed from the billing date. Failure to pay for sixty (60) or more days shall be sufficient grounds for Troy’s withdrawal from representing Client in any pending matter.

d. Periodic retainers may be requested by Troy on a case-by-case basis. Failure to promptly pay a periodic retainer shall be grounds for termination of representation of Client.

e. Client shall be responsible for all amounts charged by Troy until Troy is instructed to cease work on a particular matter and any additional fees incurred in connection with the cessation of such work. Client recognizes that where Troy has hired other attorneys, service providers, foreign counsel, agents, and the like to assist in Legal Services, that additional billings may occur through the date that Troy provides notice to such third party providers to cease all such work, and client further acknowledges its obligation to pay all such additional fees.

f. Client shall immediately advise Troy of any changes of address, telephone and e-mail addresses. Troy shall not be responsible for circumstances where Client input is required to render timely Legal Services and Client has not provided a means for Troy to contact Client or if client fails to respond to requests for information or instructions in a timely fashion.

g. Upon notification from Client that Troy shall cease rendering Legal Services with respect to any matter, Client shall be responsible for and shall immediately pay any and all fees and expenses incurred through the date of notice to Troy. Should client direct that its files be transferred at any time, Client shall be responsible for the advance payment of all fees and expenses to transfer such files including, but not limited to, copying and shipping costs, provided, however, that such files shall be transferred only upon payment of all sum due.

5. Miscellaneous.

a. Troy shall provide to Client copies of all filings, communications, correspondence, notices, and all relevant documents during the course of performing Legal Services. Client acknowledges that most of Troy's files are electronic only, or a hybrid of electronic and paper as may be needed for a particular matter, and that in most cases there are not any physical files. At the completion of Legal Services, Troy will only return a physical file (if it exists) at the request of the Client, and Troy may destroy any such Client physical files at any time after the completion of the specific Legal Services. At anytime during the course of providing Legal Services, Client may request a copy of the electronic files and physical files maintained by Troy, and all such requests shall be billable to Client for the time associated with responding to any such requests.

b. Client recognizes that Troy cannot guarantee desired results, but that Troy shall endeavor to the best of its abilities, within the constraints imposed by Client, to obtain the results desired by Client.

c. This Agreement shall be governed by and construed in accordance with the substantive Laws of the State of Vermont for contracts executed and fully performed within the State of Vermont, without regard to principals of conflicts of laws. Client shall be responsible for all fees and expenses, including attorney fees in connection with the enforcement of this agreement or collection of any unpaid amounts due to Troy. The parties do hereby consent to the exclusive jurisdiction and venue of the courts of competent jurisdiction within the State of Vermont.

d. Client accepts the terms of this agreement by engaging Troy to perform Legal Services and Troy accepts such engagement uopo the terms and conditions contained herein.