Legal Documents

Engagement Agreement

Law Office of Carl G. Hawkins, PLLC

Last Updated: April 2026

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By booking a service or proceeding with payment, you confirm that you have read and agree to the terms below. The Firm handles client information confidentially in accordance with applicable professional obligations. If you have questions before booking, contact the Firm at [email protected].

Table of Contents

1.Parties

This Engagement Agreement is between the client ("Client") and the Law Office of Carl G. Hawkins, PLLC, Carl G. Hawkins, Attorney at Law ("the Firm"). It governs the limited-scope legal services described below and applies to all services booked with the Firm.

2.Scope of Services

Legal services are typically performed in phases, beginning with understanding the Client's agreement or proposed transaction, followed by structuring, drafting, and negotiation as needed. The Firm's standard process is: (1) Review & Assessment — understanding the deal, identifying risks, and determining how to proceed; (2) Structuring & Execution — drafting, revising, and negotiating the agreement; and (3) Ongoing Counsel — continued advisory support where applicable. Not every engagement proceeds through all phases. The Client's booking determines which phase applies.

This is a limited-scope engagement. The Firm provides only the specific service purchased by the Client, as defined in Section 3 below. No other services are included unless confirmed in a separate written agreement signed by both parties.

The Deal Review (Review & Assessment) phase is limited to the review and analysis of a specific agreement. This includes identifying key terms, potential risks, and providing written or verbal feedback and recommendations. This phase does not include negotiation, drafting, revisions, deal structuring, or ongoing advisory work. Any services beyond this scope are part of a separate Structuring & Execution engagement.

The Deal Structuring (Structuring & Execution) phase covers drafting, revising, and negotiating agreements. It is a separate engagement from the Review phase and requires a separate written agreement. Drafting is part of structuring a deal — the Firm begins by understanding the Client's terms, goals, and risk areas before preparing the agreement.

A Consultation is limited to discussing and defining the Client's proposed transaction, including key terms, structure, and considerations for preparing an agreement. It is not a general legal consultation and is limited to matters directly related to the proposed agreement or transaction. It does not include drafting, negotiation, or ongoing representation unless separately engaged.

Completion of one service does not create an obligation to provide any other service, and does not extend the attorney-client relationship beyond the specific matter engaged. No implied expansion of scope will be recognized. If the Client requests work outside the defined scope, the Firm will confirm the additional scope and fee in writing before proceeding — or decline if the request falls outside the Firm's practice areas.

3.Service Definitions

The following definitions govern each service available through the Firm. The Client's booking determines which service applies.

CONSULTATION SESSIONGeneral Consultation
$195

Included

  • Focused 30-minute session with the attorney
  • Discussion of the Client's legal question, situation, or potential matter
  • Identification of relevant issues and recommended next steps
  • Guidance on whether and how to proceed with a formal engagement

Not Included

  • Drafting, revising, or redlining any document
  • Negotiation with third parties
  • Ongoing representation or advisory beyond the session
  • Matters covered by a separate service (Deal Review, Deal Structuring, IP)

Scope Note

The General Consultation is available for matters that do not fall within the scope of a Deal Review, Deal Structuring Consultation, or IP service. It is limited to a single 30-minute session.

CONSULTATION SESSIONDeal Structuring Consultation
$350

Included

  • Focused 30–45 minute session with the attorney
  • Discussion of the Client's proposed transaction, key terms, and structure
  • Identification of key issues and recommended next steps
  • Evaluation of whether and how to proceed with a structuring engagement

Not Included

  • Drafting, revising, or redlining any agreement
  • Negotiation with third parties
  • Ongoing representation or advisory beyond the session
  • Additional work unless separately engaged in writing

Scope Note

The Deal Structuring Consultation is limited to discussing and defining the Client's proposed transaction, including key terms, structure, and considerations for preparing an agreement. This is not a general legal consultation and is limited to matters directly related to the proposed agreement or transaction. Additional legal work requires a separate engagement.

FLAT-FEE SERVICEDeal Review
$595

Included

  • Review of one agreement of standard length
  • Identification of material risks and key terms
  • Written or verbal feedback and summary
  • One follow-up clarification question

Not Included

  • Drafting, revising, or redlining the agreement
  • Negotiating terms with the other party
  • Review of multiple documents or exhibits
  • Ongoing correspondence or advisory beyond the scope above
  • Advice on related agreements, future transactions, or other matters

Scope Note

This service covers a single agreement of standard length. It does not include negotiation, drafting, or ongoing advice. The Firm's analysis is limited to the specific document provided. If the document is unusually long or complex, the Client will be notified before work begins. Advice provided does not extend to other agreements, transactions, or future actions.

EXPEDITED FLAT-FEE SERVICEDeal Review — Priority
$895

Included

  • Review of one agreement of standard length
  • 48-hour turnaround (subject to availability)
  • Identification of material risks and key terms
  • Written or verbal feedback and summary
  • One follow-up clarification question

Not Included

  • Drafting, revising, or redlining the agreement
  • Negotiating terms with the other party
  • Review of multiple documents or exhibits
  • Ongoing correspondence or advisory beyond the scope above
  • Advice on related agreements, future transactions, or other matters

Scope Note

Priority Review is available subject to scheduling availability. The 48-hour turnaround begins upon receipt of the agreement and required materials. It does not include negotiation, drafting, or ongoing advice.

CUSTOM SCOPE — DEAL REVIEWDeal Review — Premium
Starting at $1,250

Included

  • Review of complex, multi-document, or high-value agreements
  • Detailed written analysis with annotated markup
  • Identification of material risks, key terms, and negotiation priorities
  • Strategic recommendations and follow-up discussion

Not Included

  • Drafting or redlining unless separately agreed
  • Negotiating terms with the other party
  • Ongoing representation beyond the defined scope

Scope Note

Premium Review is appropriate for complex transactions, multi-party agreements, or documents requiring detailed written analysis. Scope and pricing are confirmed before work begins.

CUSTOM SCOPE — DEAL STRUCTURINGDeal Structuring
Starting at $2,500

Included

  • Drafting or revising one agreement
  • Structuring of terms and conditions
  • Negotiation guidance included where applicable
  • Active negotiation support available based on scope

Not Included

  • Unlimited rounds of revisions or back-and-forth
  • Review of unrelated agreements
  • Ongoing representation after the engagement concludes
  • Advice on matters outside the specific agreement identified at outset

Scope Note

Structuring services may include drafting agreements, revising agreements, and providing negotiation support as appropriate to the transaction. The scope of included negotiation is limited to reasonable and customary efforts necessary to finalize the agreement. If negotiations become prolonged, complex, or materially exceed the anticipated scope, the Firm may require an additional fee, a revised flat fee, or a new engagement to continue representation. No structuring work begins without written confirmation of scope and fee.

BY ARRANGEMENT — ESTABLISHED CLIENTS ONLYOngoing Counsel
By arrangement

Included

  • Ongoing advisory within defined areas of the firm's practice
  • Structured access for recurring legal needs
  • Deal review and contract support as defined in the engagement
  • Strategy and advisory sessions within agreed scope

Not Included

  • Services outside the agreed scope
  • Litigation or court appearances
  • Specialized or high-risk matters unless separately engaged
  • Open-ended or general legal coverage across all matters

Scope Note

Ongoing Counsel is available to select clients after an initial engagement. This arrangement is not an entry-level service and is not offered to the general public through this site. Structure, scope, and terms are discussed directly after initial client qualification. Monthly fees are billed in advance and are non-refundable once the billing period begins. Either party may terminate with reasonable written notice per the engagement terms.

STARTING POINT — INTELLECTUAL PROPERTYIntellectual Property Consultation
$195

Included

  • Initial consultation and matter assessment
  • Trademark clearance discussion and risk assessment
  • Copyright eligibility and registration guidance
  • Filing strategy and classification advice
  • Recommended next steps and cost overview

Not Included

  • Government and USPTO filing fees (billed separately)
  • Trademark application or copyright registration filing
  • Third-party search fees

Scope Note

The $195 consultation fee is applied toward a trademark application or copyright registration if the client proceeds. The consultation is a standalone service if no further engagement follows.

OPTIONAL — WRITTEN ANALYSISTrademark Strategy Review
$650

Included

  • Comprehensive clearance analysis of proposed mark
  • Filing strategy and class-of-goods recommendations
  • Risk factors and likelihood of registration assessment
  • Written memo delivered within agreed timeframe

Not Included

  • Trademark application filing
  • Government and USPTO filing fees
  • Not credited toward a subsequent application — standalone deliverable

Scope Note

The Trademark Strategy Review is a standalone written deliverable and is not credited toward a subsequent application. It is appropriate for clients who want a thorough written analysis before committing to a filing.

FLAT FEE + GOVERNMENT FEESTrademark Application Filing
$950 + USPTO fees

Included

  • Trademark search and clearance review
  • Application preparation (TEAS Plus or Standard)
  • Goods/services identification and class selection
  • Specimen review and filing coordination
  • USPTO submission and confirmation

Not Included

  • USPTO filing fees ($250–$350 per class, paid to government)
  • Office Action responses (billed separately)
  • Statement of Use or Extension filings (billed separately)
  • TTAB proceedings

Scope Note

USPTO filing fees are typically $250–$350 per class of goods/services and are paid directly to the government. These fees are separate from the flat fee above. If the client previously completed an IP consultation, the $195 fee is applied toward this application.

FLAT FEE + GOVERNMENT FEESCopyright Registration
$550 + filing fees per work

Included

  • Eligibility review and work classification
  • Application preparation and completion
  • Copyright Office submission and confirmation
  • Certificate of registration coordination

Not Included

  • Copyright Office filing fees ($45–$85, paid to government)
  • Infringement analysis or enforcement
  • Licensing agreement drafting

Scope Note

Copyright Office filing fees typically range from $45–$85 depending on the application type and are paid directly to the government. If the client previously completed an IP consultation, the $195 fee is applied toward this registration.

CONSULTATION-FIRSTNIL & Athlete Services
Varies by scope

Included

  • Initial consultation to assess the matter
  • NIL contract review (billed as Deal Review if applicable)
  • Deal structuring for NIL agreements (billed as Deal Structuring if applicable)
  • Compliance guidance and eligibility review

Not Included

  • Sports agent services
  • Flat-fee contract review unless separately agreed in writing
  • Ongoing representation without a separate written agreement

Scope Note

NIL and athlete matters begin with a consultation. The applicable service is determined after the initial consultation and confirmed in writing. The Firm does not act as a sports agent. Legal services are limited to reviewing, drafting, and advising on agreements and legal matters within the defined scope.

CUSTOM ENGAGEMENTCapital & Securities
Quoted after consultation

Included

  • Initial consultation and scope evaluation
  • Reg D / private placement advisory
  • Investor structuring and offering document preparation
  • OTC advisory and compliance guidance

Not Included

  • Guaranteed regulatory outcomes
  • Services outside the agreed scope
  • Litigation or enforcement defense (separate engagement required)

Scope Note

Capital and securities matters are custom-scoped. Pricing and scope are determined after an initial consultation and may vary based on transaction complexity. No representation is made regarding regulatory outcomes, SEC approval, or investor acceptance. All engagements are subject to a written agreement defining scope, fees, and limitations.

REPRESENTATION-BASEDBreach of Contract Representation
Quoted after consultation

Included

  • Review and analysis of relevant agreements
  • Legal strategy and claim evaluation
  • Drafting demand letters and responses
  • Negotiation and settlement discussions
  • Filing and defending claims, if necessary

Not Included

  • Appeals or separate proceedings (require separate agreement)
  • Unrelated claims or matters
  • Unlimited revisions or open-ended scope

Scope Note

Breach of contract matters begin with a consultation to evaluate the claim and define scope. Litigation matters are inherently variable and may require additional agreements depending on complexity, duration, and procedural requirements. No guarantee is made regarding outcomes. Representation does not extend to appeals, separate claims, or unrelated matters unless separately agreed in writing.

4.Fees & Payment Terms

All fees are flat-fee unless otherwise specified in a separate written agreement. There is no hourly billing unless the Client and the Firm expressly agree to it in writing for a specific matter.

Flat fees are earned upon receipt and are non-refundable once work has begun, unless otherwise required by applicable professional rules. No work beyond the defined scope will be performed without prior written agreement on the additional fee.

Fees do not include government filing fees, court costs, USPTO fees, or third-party costs unless specifically stated. The Client is responsible for all such costs.

Payment secures the selected service and reserves the Firm's time. For Deal Review services, the Firm is not obligated to begin review until the Client provides the agreement or required materials. If required materials are not received before the scheduled appointment, the appointment will be rescheduled to allow sufficient time for review. If the rescheduled appointment is also missed without materials being provided, the Client will be required to schedule a separate Standard Consultation ($195) to continue the matter. If no materials are received for that replacement consultation, the original Deal Review fee will be refunded; however, the $195 Standard Consultation fee is non-refundable. Consultation sessions do not require document submission in advance.

5.Payment and Scheduling

Payment is required prior to the commencement of any substantive legal work. Work will not begin until payment has been received and, where applicable, funds have cleared.

For payments made by bank transfer (ACH), processing times may vary and typically require several business days to complete. Scheduling of services and work will be confirmed only after payment has cleared.

The Firm reserves the right to delay or reschedule services if payment has not been received or cleared.

Scheduled appointments are subject to a 24-hour cancellation policy. Cancellations or rescheduling requests must be made at least 24 hours in advance. Late cancellations and missed appointments are non-refundable.

For Deal Review services, the Client is expected to provide the agreement or required materials before the scheduled appointment. If materials are not received in time, the appointment will be rescheduled. If the rescheduled appointment is also missed without materials being provided, the Client must book a separate Standard Consultation ($195) to continue the matter. If no materials are received for that replacement consultation, the original Deal Review fee will be refunded; the $195 Standard Consultation fee is non-refundable.

6.Scope Limitations

Each service is strictly limited to the specific matter, agreement, or task identified at the start of the engagement. The Firm has no obligation to perform work outside the defined scope, and no expansion of scope will be implied from the nature of the work performed or from prior communications.

If a document is unusually long, involves multiple exhibits, or is more complex than a standard commercial agreement, the Client will be notified before work begins and given the option to proceed under the original scope or upgrade to a broader engagement.

Any work outside the defined scope requires a new written agreement or written confirmation of an additional fee before the Firm proceeds. Requests for additional work do not automatically extend the current engagement.

Any services beyond the scope of a Deal Review or consultation, including negotiation, drafting, structuring, or ongoing advisory work, require a separate engagement agreement.

If a matter requires services beyond the scope of the initial engagement — including but not limited to extended negotiations, additional agreements, or increased complexity — the Firm may require an additional fee, a revised flat fee, or a new engagement agreement in order to continue representation. In appropriate cases, the Firm may offer to transition the Client to an ongoing counsel arrangement. The Firm will notify the Client before undertaking any work that would require additional fees or a change in engagement.

7.No Reliance Beyond Scope

The Client may rely only on advice and analysis provided within the specific service performed. Advice provided in connection with one agreement or matter does not extend to other agreements, related transactions, future actions, or matters not expressly covered by the engagement.

The Firm's analysis reflects the document or matter as presented at the time of the engagement. The Firm has no obligation to update its analysis based on subsequent events, changes in law, or new information unless a new engagement is confirmed in writing.

8.Client Responsibilities

The Client is responsible for providing accurate, complete, and timely information relevant to the engagement. The Firm's work is based solely on the information and documents the Client provides. The Firm is not responsible for errors, omissions, or adverse outcomes resulting from incomplete, inaccurate, or undisclosed information.

The Client is responsible for all final decisions regarding the matter. The Firm provides legal analysis and recommendations — the Client determines whether and how to act on that guidance, including whether to sign, negotiate, or walk away from any agreement. The Firm does not make decisions on the Client's behalf.

9.Communication & Turnaround

Deal Review turnaround is typically completed within 5 business days after the agreement is received. If the agreement is not received in advance of a scheduled meeting, the Firm may need to reschedule the meeting to allow sufficient time for review. A Priority Review (48-hour turnaround) is available at $895, subject to availability.

All substantive communication will be conducted by Carl G. Hawkins directly. There are no handoffs to associates or paralegals.

10.No Guarantee of Outcome

The Firm does not guarantee any particular outcome or result, including whether a transaction will be completed or on what terms. Legal services involve judgment, uncertainty, and factors outside the Firm's control. The Firm's analysis and recommendations reflect its professional judgment based on the information provided at the time of the engagement.

11.Limitation of Liability

To the fullest extent permitted by applicable law and professional rules, the Firm's liability to the Client arising from or related to any single engagement — whether in contract, tort, or otherwise — is limited, on a per-engagement and per-claim basis, to the greater of: (a) the total fees paid by the Client for the specific service giving rise to the claim, or (b) $5,000. This cap applies separately to each engagement and each claim; it is not an aggregate limit across multiple matters or services.

The Firm is not liable for indirect, consequential, incidental, or punitive damages of any kind, including lost profits, lost business opportunities, or damages arising from the Client's reliance on advice beyond the defined scope of the engagement.

This limitation does not apply to claims arising from the Firm's gross negligence, willful misconduct, or violations of applicable professional conduct rules.

12.Termination

Either party may terminate a flat-fee engagement before work begins. Once work has begun, flat fees are non-refundable. For monthly retainer arrangements, either party may terminate with reasonable written notice as defined in the applicable retainer agreement.

The Firm reserves the right to withdraw from an engagement if the Client provides false information, fails to cooperate, or requests work that would violate applicable professional rules.

13.No Ongoing Representation

Completion of a flat-fee service ends the attorney-client relationship for that matter. Upon delivery of the service, the Firm has no further obligation to the Client with respect to that matter.

Specifically, the Firm has no obligation to: monitor ongoing developments, deadlines, or regulatory changes; advise on future transactions or related matters; provide updates as circumstances change; or take any further action on the Client's behalf. No ongoing representation exists unless the Client and the Firm enter a separate written retainer or engagement agreement.

Unless otherwise agreed in writing, representation is limited to the specific service described and does not create an ongoing attorney-client relationship.

14.Attorneys' Fees

In any dispute arising out of or relating to this Agreement, including the collection of fees, the Firm shall be entitled to recover its reasonable attorneys' fees and costs from the Client.

15.Fee Obligations and Collection

Client agrees to timely pay all invoices in accordance with this Agreement. In the event of nonpayment, the Firm reserves the right to suspend work and pursue collection of unpaid fees. Client shall be responsible for all costs of collection, including reasonable attorneys' fees and expenses.

16.Retainer and Billing

This section applies only to Ongoing Counsel engagements operating under a monthly retainer. It does not apply to flat-fee services. For flat-fee services, all payment terms are governed by Sections 4 and 5.

Monthly retainer fees are billed in advance and are non-refundable once the billing period begins. The Firm will provide periodic invoices reflecting services rendered. If the Client's retainer balance falls below the agreed minimum, the Client agrees to replenish within 7 days of notice. Failure to replenish may result in suspension of work.

17.Right to Withdraw

The Firm reserves the right to withdraw from representation in accordance with applicable law and ethical rules, including but not limited to circumstances involving nonpayment, failure to cooperate, or other material breach of this Agreement.

18.Litigation Representation (Additional Terms)

The following provisions apply specifically to matters involving dispute resolution, litigation, or breach of contract representation. They supplement — and do not replace — the general terms above.

A. Litigation Representation

The Client acknowledges that litigation involves strategic decision-making, procedural requirements, and inherent uncertainty. The Firm will determine appropriate legal strategy, filings, and procedural actions in its professional judgment, consistent with applicable law and ethical obligations. The Client retains ultimate authority over major decisions, including settlement, but agrees to cooperate with the Firm's recommendations and strategic direction. The Client understands that litigation involves strict deadlines and court rules. The Firm is not responsible for any adverse consequences resulting from the Client's failure to provide timely information or cooperation. The Client further acknowledges that litigation may require court appearances, depositions, discovery obligations, and other time-sensitive actions, and agrees to cooperate fully in all aspects of the matter.

B. Settlement Authority

The Client retains the sole authority to accept or reject any settlement offer. The Firm will provide recommendations regarding settlement based on legal analysis and strategy, but does not have authority to settle any matter without the Client's express consent.

C. Litigation Risks

The Client understands that litigation outcomes are inherently uncertain and may involve financial, legal, and strategic risks. The Firm makes no guarantees regarding the outcome of any matter.

D. Court Appearances and Participation

The Client agrees to attend hearings, depositions, and other proceedings as reasonably required, and to make themselves available for preparation and participation as needed.

E. Costs and Litigation Expenses

In addition to attorneys' fees, the Client is responsible for all costs and expenses associated with the matter, including but not limited to filing fees, service of process, expert witness fees, deposition costs, transcript fees, travel expenses, and other litigation-related expenses. The Firm may require advance payment of certain costs.

19.Confidentiality

All information shared in connection with a legal engagement is treated as confidential and subject to attorney-client privilege to the extent permitted by law. The Firm will not disclose client information to third parties without consent, except as required by law or applicable professional rules.

20.Third-Party Services

From time to time, the Firm may recommend third-party service providers (including business, technology, or intellectual property platforms) for client convenience.

The Client is under no obligation to use any recommended provider. The Firm does not guarantee or control the services, performance, or outcomes of any third party.

The Firm may receive a referral benefit or other consideration from certain providers. These recommendations are made based on general use cases and not as specific legal advice. The Client is encouraged to independently evaluate any third-party service.

21.Miscellaneous

Governing Law. This Agreement is governed by the laws of the State of Florida.

Dispute Resolution. Any dispute arising from or related to this Agreement that cannot be resolved informally will be submitted to binding arbitration in Duval County, Florida, under the rules of the American Arbitration Association. Each party waives the right to a jury trial.

Entire Agreement. This Agreement, together with any written confirmation of scope and fee, represents the full understanding between the parties. No oral representations or prior agreements are incorporated unless confirmed in writing.

Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

Amendment. The Firm may update this Agreement from time to time. The version in effect at the time of booking governs that engagement. Continued use of the Firm's services after an update constitutes acceptance of the revised terms.

22.Contact

Questions about this Agreement or your engagement can be directed to:

Law Office of Carl G. Hawkins, PLLC

Email: [email protected]

Phone: (904) 780-0059

By booking a service or proceeding with payment, you confirm that you have read and agree to the terms above. If you have questions before booking, contact the Firm at [email protected].

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