Stake / Engagement Terms

Engagement Terms

These Engagement Terms together with the Email, Estimate, Letter of Engagement, or Invoice setting forth the Statement of Work and/or otherwise incorporating these Engagement Terms form the entire Agreement (the “Agreement”) between the Client (“client,” “you,” “your,” “yours”), as defined in the Email, Estimate, Letter of Engagement, or Invoice setting forth the Statement of Work, and Mertzlufft Law PLLC (“Stake”, “Mertzlufft Law,” “firm,” “we,” “us,” “our,” “ours”). 

This Agreement clarifies the scope of our services and shared responsibilities and expectations. You have the right to request modifications to this Agreement and review this Agreement prior to signing outside of the presence of this law firm, and, at your option and expense, by another law firm.

When & How Effective. This Agreement is effective with respect to each individual Matter or Counsel Subscription as of the earlier of the date we first perform legal services in relation to the Matter or Counsel Subscription or the date of acceptance of this Agreement by you. Acceptance/execution of this Agreement by you is: 

  • If the Statement of Work is set forth in an Email linking to these Engagement Terms, upon your written acceptance of the Statement of Work, including via an affirmative written response, and clearing of payment in full for any required Linked Invoice; 
  • If the Statement of Work is set forth in an Estimate or Letter of Engagement linking to these Engagement Terms, upon your written acceptance of the Estimate or Letter of Engagement and clearing of payment in full for any required Linked Invoice; or 
  • If the Statement of Work is set forth in or these terms are otherwise linked to an Invoice linking to these Engagement Terms, whether or not including an Advance, upon clearing of payment in full for the Invoice.

Statements of Work & Matters

Statements of Work; Matters. We will represent you in each limited-scope Matter defined in Statements of Work expressly agreed to in writing by you and us from time to time. Each Matter shall be defined by at least a Scope of Work. Such agreement may be made by either: (i) our provision of a signed Statement of Work referencing this Agreement and followed by your signature thereof or written instruction to proceed (e.g., email instruction); or (ii) our provision of an invoice explicitly setting forth a Statement of Work referencing this Agreement and followed by your payment thereof.

Scope Limitations. Our services on any Matter are limited to the Scope of Work and we don’t represent you in any other legal matter, even if arising later. Appeals are not within any Scope of Work unless provided for in writing therein. This Agreement excludes appeals unless agreed-to by you and us in writing. This Agreement covers legal services only and excludes advice or services regarding accounting, tax, personal finance, business finance, business management, or other related or unrelated non-legal matters, even if we discuss them during the course of our engagement.

Matter Completion. When we determine a Matter is complete, with respect to that Matter this Agreement automatically terminates, our services end, and we’ll bill any outstanding charges. Upon completion of a Matter, we do not need to keep you up to date on developments related to the Matter, changes in the law, or other impacts on your rights and liabilities related to the Matter.

Counsel Subscription (applicable to Counsel Subscriptions only). In consideration of the subscription fee remitted to and earned by us at the commencement of a given Billing Cycle, you will have access to certain services and/or discounts during that Billing Cycle (“Counsel Subscription”). The Counsel Subscription to which you will be initially subscribed to is set forth above. The services and/or discounts currently accessible in your Counsel Subscription plan are viewable any time at Additional terms applicable to your Counsel Subscription include:

  • You may adjust your Counsel Subscription to a different plan at any time by contacting [email protected] and requesting the plan change. Unless you direct otherwise, plan changes will take effect immediately, and the difference in price between your current plan and the new plan will be charged or credited, as applicable, to your account.
  • You will maintain a current and valid payment method on file with us with sufficient available funds to pay all fees earned and expenses incurred via automatic billing in a given Billing Cycle. Your Counsel Subscription will not begin until your first subscription invoice is paid in full and autopay is enabled.
  • You may cancel your Counsel Subscription at any time by simply requesting cancelation via email to [email protected] or certified mail. After we’ve received your cancelation request, your Counsel Subscription will automatically discontinue at the conclusion of your then-current billing cycle. Cancelation of your Counsel Subscription does not affect then-pending Matters, which remain active and subject to the terms of this Agreement.
  • Discounts made eligible by your Counsel Subscription are applied at the time a given charge is set forth in an invoice. Cancelation or adjustment of your Counsel Subscription shall not affect such discounts.
  • Services and discounts do not add up, accumulate, accrue, or otherwise carry over to subsequent Billing Cycles. You are responsible to utilize the services and privileges you have access to in a given Billing Cycle, and you acknowledge we have no obligation to remind you of or otherwise propose use of the services and privileges made accessible to you by your Counsel Subscription.
  • From time to time, we may adjust the pricing of, or services or privileges accessible within your Counsel Subscription plan, but you will not be charged differently for the then-current Billing Cycle or lose access to services or privileges during the then-current Billing Cycle. We will notify you of any changes to your Counsel Subscription prior to the commencement of your next Billing Cycle following your then-current Billing Cycle.

Cancellations. You may request cancellation of a Matter at any time by emailing us at [email protected]. Cancelation of a Matter takes effect immediately upon our written acknowledgement of your request. Upon cancellation of a Matter, we will stop work and that Matter is automatically considered complete and subject to the terms above under “Matter Completion.” Neither cancellation nor termination of this Agreement affects fees earned, for which we will send a final invoice.

Fees, Expenses, & Billing

Fees. Fees for services provided in connection with a Matter are based upon our hourly rates for attorneys and legal assistants who work on the Matter unless a flat fee is agreed to by us in writing (e.g., the Statement of Work defines a Matter’s fee estimate as “flat” or “fixed”). Fee estimates in a Statement of Work marked “not to exceed” may not be exceeded in aggregate by us absent approval by you. Our hourly rates are based on experience, training, and level of professional attainment. Our current blended hourly rates by type are:

  • Attorney: $350.00 per hour
  • Patent Agent / Paralegal: $200.00 per hour
  • Other Non-Attorney Legal Assistant: $150.00 per hour

These rates may be reasonably adjusted from time to time. We will notify you of any such adjustments reasonably in advance of their effectiveness. This Agreement serves as to notify you with respect to any existing agreements between you and us. Hourly fees are earned by us in one-tenth of an hour increments upon our rendering of hourly services in connection with a Matter. Flat fees are earned by us upon commencement of a Matter, however, we may provide a Payment Schedule delaying payment of all or a portion thereof, and if canceled, we may agree to a discount in the fees earned by us.

Expenses. Expenses, for example, filing fees, other government fees, third-party search agency fees, document costs, copying costs, delivery costs, expert engagement costs, notarial costs, recording costs, research costs, mailing costs, travel costs, lodging costs, meal costs, costs incurred to resolve duplicate payments to us or payments made in error, and all other expenses we deem necessary for our provision of legal services, are not included in our Fees. Expenses may also include costs incurred by us if during or following any given Matter we are required to appear or produce documents in connection with any government or other regulatory examination, audit, investigation, litigation, arbitration, mediation, or other proceeding or dispute involving you or the Matter. Expenses will be itemized and charged separate from our Fees. We may require you to pay Expenses in advance or directly to the service provider.

Billing Cycles. The Billing Cycle is based on the calendar month (“Billing Cycle”). Any fees or expenses incurred related to services rendered in the previous Billing Cycle, as well as any subscription fees due for a given Billing Cycle, will be billed normally on or about the first day of the given Billing Cycle, but in any event no less frequently than every 60 days. For Counsel Subscriptions not starting on the first day of the calendar month, your first Billing Cycle will be shortened and the initial invoice prorated based on the remaining days of the current calendar month. Within 60 days of the completion or cancellation of a Matter or Counsel Subscription, we will remit a final invoice for services and expenses related to that Matter or Counsel Subscription irrespective of the Billing Cycle.

Retainer. Unless expressly agreed otherwise, an amount designated as a “Retainer” or “Advance” is an advance payment retainer earned by us upon receipt and will be deposited into our operating account. We may then apply the Retainer to subsequent fees and expenses charged to your account. We may from time to time require additional and/or replenishable (i.e., “evergreen”) retainer amounts to support ongoing legal services, subject to your written approval. Upon termination of this Agreement, or sooner at our discretion, we will refund any remainder of the unapplied Retainer funds without interest.

Invoices. Invoices are payable immediately and full payment is due regardless of any Matter’s outcome or status within fifteen (15) days of an invoice’s date. Payment may be made by check, or in our discretion, credit card, ACH, cryptocurrency, or wire transfer payment. Remission of payment by a third-party payor does not establish any relationship between us and such third-party payor and creates no obligations for us to interact with, share confidential information with, or carry out any instructions received from the third-party payor. If you have any questions relating to services rendered, fees, or expenses, please contact us immediately. You agree to notify us in writing within 15 days of an invoice’s date if you dispute any entry for fees or expenses on the invoice. In the absence of such notification, you accept and acknowledge the invoice as correct. If you have a payment method on file with us (e.g., in the case of a Counsel Subscription) and full payment is not received and we have not received a writing from you disputing the invoice within 15 days of an invoice’s date, we will automatically charge any outstanding balance on the invoice to your payment method on file. Following your written request, we will submit invoices conforming to LEDES/UTBMS requirements or via your procurement/billing system.

Late Payment & Failure to Pay. Balances unpaid payment is due will be subject to a late charge of 18% simple annual interest charged every 30 days until paid. If any balance remains unpaid for more than forty-five (45) days, if permitted by legal obligations and ethical rules, we may cease performing services for you until arrangements satisfactory to us are made for payment of arrearages and future invoices.

Arbitration. In the event that a dispute arises between you and the firm relating to our fees, you may have the right to arbitration of the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts, a copy of which will be provided to you upon request.

Specific Matter Type Terms

Terms Applicable to Patent & Trademark Matters

Search Results Not Exhaustive. Though a prior art, freedom-to-operate, or clearance search may have been or will be conducted if included a Matter’s Scope of Work or previously in a related matter, or if no prior art search was or will be conducted, there may be prior art or trademark references unknown to you or us, which may be cited in a rejection or allegation of infringement. Further, prior art or other trademarks known to you or us may be interpreted differently and may be used in support of a rejection or allegation of infringement. If the Matter is a patent or trademark prosecution matter and such a rejection is issued in a first instance, we will have an opportunity to argue against it and/or amend the application if possible. If such a rejection is re-issued or new rejections are issued, additional fees may be required to continue prosecution, amend the application, or appeal the rejection.

International Intellectual Property Protection. Unless expressly set forth in a Matter’s Scope of Work, the scope of this Agreement excludes any and all foreign or international intellectual property applications, and we have no obligation to provide you with a description, analysis, or other insight as to any potential foreign intellectual property rights. You may have the option of seeking international intellectual property protection under the Patent Cooperation Treaty (“PCT”), the Paris Convention, the Hague/Geneva Agreement or other applicable foreign filing basis within strictly limited timeframes. A PCT application does not itself result in the grant of a patent but leads to a standard national application in each jurisdiction in which a patent is desired. It is critical to obtain the earliest possible foreign filing date if foreign intellectual property protection will be considered or sought. If you are contemplating securing intellectual property rights in any jurisdiction other than the United States before or after executing this Agreement, contact us immediately, as many foreign bars on intellectual property applications, rights, and bases for filing are different from the United States. If there has been any public use, offer for sale, or publication in connection with your invention, the possibility of obtaining any or all foreign patent rights may be barred/precluded.

Maintenance Fees, Renewal Fees, Taxes, & Annuities. Unless expressly stated in a Statement of Work, we are not responsible for providing any services in connection with monitoring, handling, or payment of any maintenance fees, declarations of use, renewal fees, taxes, or annuities on U.S.- or foreign-issued patents, trademarks, copyrights, designs, or other intellectual property registrations as applicable.

Terms Applicable to Patent Matters

Non-Inventor Applicant’s Required Interest (only applicable to non-Inventor Applicants). You warrant that as of at least the filing date and for the duration of the application’s pendency you are the assignee of each inventor’s rights in the invention, each inventor is under an obligation to assign their rights in the invention to you, or you show sufficient proprietary interest in the application as required by law. Evidence of such assignment  or interest must be provided to the U.S. Patent and Trademark Office.

Public Disclosure of the Invention. You represent there has been no sale, offer for sale, public use, or other public disclosure of the invention other than what you have disclosed to us in writing. A patent application is best filed before any public disclosure of the invention. In the United States, a one (1) year grace period from your initial public disclosure of your invention to file a patent application may apply. Foreign jurisdictions may or may not also afford a grace period, which may be different, and any prior disclosure in the United States may foreclose the grant of patent protection in these countries.

Duties of Candor, Good Faith, & Information Disclosure. Being associated with a U.S. patent application, you have a legal duty of candor and good faith in dealing with the U.S. Patent & Trademark Office, and a duty to disclose to the U.S. Patent & Trademark Office all information known to you to be material to patentability. See 37 C.F.R. § 1.56(a). These duties are imposed on you, the inventor, the applicant, the firm, me, and any other individual associated with the filing and prosecution of a patent application. The disclosure requirement applies upon filing of the U.S. non-provisional patent application and continues through prosecution. If you are unsure whether an item must be disclosed, please ask us immediately.

Provisional Patent Application Reminders. Unless expressly stated in a Matter’s Scope of Work, we are not responsible for reminding you of any deadlines related to any provisional patent application filed in connection with this Agreement, including the one-year deadline to file a non-provisional or other application on the basis of the provisional patent application. Any such reminders provided by us are a courtesy in nature. Furthermore, unless expressly stated in a Matter’s Scope of Work, we will not file any application, extension, or other filing prior to the expiration of any provisional patent application filed in connection with this Agreement.

General Terms

Staffing & Delegation. We may, in our discretion, delegate one or more aspects of any Matter to an associate, assistant, paralegal, law clerk, secretary, contract attorney, or to a third-party service provider (e.g., an outside vendor or online service).

Publicity. Unless you specifically prospectively direct otherwise, we may at our discretion including in connection with our marketing and business development activities: disclose publicly and to third parties that you are or have been a client of the Firm; use your name, logo, trademarks, brands, and contents of any publicly-available review of our services provided on your behalf; provide a general description of the types of services rendered for your benefit; engage with (e.g., “like,” “comment on,” “repost,” “share,” “tag” or otherwise reference) your social media account(s) or activity, or share any other information you permit us in writing to share.

Our Professional Responsibility. Given our professional responsibilities, as long as in our judgment your position in a given Matter will not be substantively injured, we retain control over decisions affecting our reputation and professionalism, including, among others, whether to extend deadlines for or, in scheduling matters, cooperate with a government representative or opposing counsel and whether, how, and by what means matters should be argued in or to a government agency, court, or other administrative entity.

Communication. We will regularly keep you informed of the status of each Matter and will promptly notify you of any major developments. We will consult with you and/or the inventors whenever appropriate. You will communicate with and provide us with complete and accurate information as needed to further each Matter. Further, you will timely notify us of any changes in your structure, ownership, or contact information, changes to the personal information or residence of any individuals related to any Matter, or any extended periods of time when you and/or the inventors will be unavailable.

Cooperation. You will assist and cooperate fully with us concerning each Matter. In connection with each Matter, you and/or any inventors will be available to discuss issues as they arise, comment on, approve draft documents we prepare, and attend and participate in meetings, preparation sessions, proceedings, sign documents, and other activities. You will be truthful, and you will fully and accurately disclose to us all facts that may be relevant to each Matter or that we otherwise may request. You will timely provide any new information that you receive about any Matter so that we can represent you effectively, and you accept full responsibility for consequences of any delay by you or any inventor in providing requested information or instruction or provision of incomplete or inaccurate information. You consent to use of electronic signatures where permitted.

Joint Representation Terms (applicable to Joint Representations only). The Client Group shall include each person or entity listed as the subject Client. Notwithstanding anything to the contrary, all references to the Client within this Agreement shall mean the Client Group, and each member of the Client Group is jointly and severally responsible for all duties and obligations of the Client within this Agreement. Recognizing that the ideal way to proceed would be for each of you to have separate counsel, representing all of you in the Matter(s) (the “joint representation”) may provide cost-saving and logistical advantages over retaining separate counsel. However, such a joint representation also presents special ethical considerations, including the following as relating to the scope of the Matter(s):

  • Since we will be representing all of you, you are collectively considered our client, and each of you are considered a joint client.
  • We cannot agree with any of you to withhold information from the other joint clients.
  • We must remain impartial and neutral between each of you. If you cannot resolve differences regarding an issue, we may not be able to represent any of you as to that issue. If the differences are serious enough, we may be required by applicable ethics rules to withdraw from the Matter(s) completely.
  • Each of you authorizes us to disclose to each other joint client anything related to the Matter(s) you discuss with us or that we acquire from other sources.
  • We will send invoices to the first signatory listed below, but you will all be jointly and severally liable for payment of any invoices in accordance with the terms herein.
  • Each of you will show the same candor as a singular client would. We reserve the right to terminate our representation of you in the event that any of you withholds what is, in our judgment, material information.
  • We will not give legal advice to any one of you or make any changes to any legal documents without your mutual knowledge and consent.
  • Anything any of you communicate to us is privileged from disclosure to third parties, except with your consent, for communications in furtherance of the Matter(s), or as otherwise required or permitted by law or ethical rule. However, should a dispute arise between any of you, such communications may not be privileged.
  • Based on the information now available to us, we are not aware of any actual conflicts associated with this joint representation, but conflicts of interests may arise. If you become aware of anything you believe may present or develop into an actual conflict of interest, please let us know immediately.
  • If circumstances arise during the course of the Matter(s) that require or make it desirable that any of you obtain separate legal representation in the Matter(s), each of you agree individually our firm would be free to continue to represent the remaining joint clients in the Matter(s) or other matters. You each individually agree, if it becomes necessary or desirable for any of you to retain other counsel, you will not seek to disqualify us from continuing to represent the remaining joint clients, together or individually.
  • You represent that you understand the risks of joint representation. You have the option to consult outside legal counsel regarding this joint representation.


Valuation Estimates. We may from time to time provide valuation estimates for all or some items in your intellectual property portfolio. Unless otherwise noted, such valuations are basic and performed by Stake internally using a replacement cost-based approach considering only what Stake would estimate in legal fees and government fees to procure the given item if the item did not already exist. Such basic valuations do not account for market- or income-based evaluations. We do not represent, warrant, or guarantee anything with respect to any valuations and estimates we provide or procure, whether by us or by a third party. They’re provided AS-IS with all faults, and your use of or reliance on them for any purpose is at your own risk.

Conflicts of Interest. Because of our geographical reach and broad legal practice, it is possible we may now or in the future represent parties in matters in which their interests are adverse to your interests or those of your affiliates. You agree we may continue to represent or may in the future represent new or existing clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those matters may be adverse to you (directly or indirectly). However, this prospective consent to conflicting representation shall not apply where, as a result of any given Matter, we have obtained proprietary or other confidential information of a nonpublic nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. We have asked for similar agreements with many of our other clients to preserve our ability to represent you.

Advice of Counsel. We may from time to time seek legal advice about our own rights and responsibilities regarding our representation pursuant to this Agreement. We may seek such advice from attorneys internally or from outside attorneys at our own expense. You agree that any such communications and advice are protected by our own attorney-client privilege and neither the fact of any such communication nor its substance is subject to disclosure to you.

Paperless File, Retention, & Destruction. We will store your file digitally insofar as possible and in accordance with industry data security standards satisfying our confidentiality obligations. Upon your provision of a document to us, we may create a digital copy and, absent your written request at the time of delivery of the document to return the provided document to you, destroy the provided document. After a given Matter ends, we will store your file in digital format at our expense for a retention period of seven years, after which we may destroy all contents of your file without notice to you. If you request your file in writing during this retention period, we will provide one copy to you. Absent unusual circumstances (e.g., force majeure) or legal cause, we will provide copies of documents in your file to you upon request.

Privacy Policy & Communications Consent. During the course of our representation of you, the firm may collect certain personal information. You may be required to provide a minimum amount of personal information necessary for us to perform our services. Furthermore, the firm may collect certain personal information, which we may use for future communications, including marketing communications with you. Any collection or processing of personal information will accord with the firm’s then-current Privacy Policy, accessible at, as well as any applicable privacy laws and ethical rules.

Governing Law. This Agreement, and all questions concerning its validity, interpretation, performance, and enforcement, is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions to the extent they would require or permit the application of the laws of another jurisdiction. New York’s Statement of Client’s Rights and the Statement of Client’s Responsibilities are available at or upon request for your review and access.

Who We Don’t Represent. We only represent you under this Agreement. We do not represent any of your affiliates, shareholders, directors, officers, partners, members, employees, customers, the executor of this agreement if the client is an organization, or clients. There are no intended third-party beneficiaries to this Agreement.

Termination. You may terminate this Agreement at any time with written notice. If it becomes necessary for us to stop representing you in part or altogether, we will take all reasonable steps to protect your interest in any open matters, terminate this Agreement, and, if you request, we will suggest to you possible successor counsel. Termination of this Agreement neither affects fees earned nor relieves us of our obligations of confidentiality. Upon termination of this Agreement, all Matters will be automatically canceled and subject to the terms of “Cancellations” above. This Agreement terminates automatically if 60 days elapses with no pending Matter.

Amendment. Either you or we may propose amendments to this Agreement or to a Statement of Work in writing, to be effective upon express written acceptance by the other. We may update these Engagement Terms from time to time and will provide reasonable notice to you. By accepting the Updated Engagement Terms in writing, accepting a Statement of Work incorporating the updated Engagement Terms or payment of an Invoice subject to these Engagement Terms, you accept such an update as an amendment as to our entire representation of you. No such amendment to these Engagement Terms shall affect a Statement of Work other than updating the Engagement Terms incorporated thereto.

Entire Agreement. This Agreement sets forth the entire agreement between you and us with respect to our representation of you, including any active Counsel Subscription, Statements of Work and Matters. Unless expressly delineated in a given Statement of Work, the terms of this Agreement supersede all terms in the Statement of Work to the contrary. This Agreement supersedes and replaces all prior estimates, proposals, statements of work, negotiations, agreements, terms, or engagement letters, whether proposed, oral, written, or otherwise with respect to our representation of you, including all active Statements of Work and Matters.

Severability. If any term or provision of this Agreement is construed as invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the you and we shall negotiate in good faith to modify this Agreement so as to effect the original intent of the term or provision as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Authority to Bind the Client (Organization Clients Only). The executor of the Agreement or any Statement of Work on the client’s behalf represents and warrants the client has duly authorized the executor to bind the client to the terms of this Agreement.

Commencing Engagement. This Agreement becomes effective as set forth above and has an effective date of the earlier of (i) the date this Agreement becomes effective or (ii) the date legal services were first provided by us to you in any matter. We reserve the right to rescind this Agreement at any time prior to it becoming effective with written notice to you. This Agreement may be executed electronically and/or in counterparts, each having the same effect as an original.

©2023 Mertzlufft Law PLLC dba Stake. All rights reserved. Current Version: 2023-10-18. Previous versions available upon request. This Agreement may not be reproduced in its entirety or in part by anyone other than by clients of Mertzlufft Law PLLC for purposes of business conducted with Mertzlufft Law PLLC, their legal representatives, and those given express written permission to do so by Mertzlufft Law PLLC.

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