This Contract Review Engagement Agreement (this "Agreement") is made effective as of the date and time of invoice payment, or, where applicable, the date Client checks the acknowledgment box and types Client's name to accept these terms electronically (the "Effective Date"), by and between the invoiced party ("Client") and Physician Contracts Counsel, PLLC, a Michigan professional limited liability company ("Attorney"). This Agreement governs Attorney's review of employment agreements as set forth herein. The specific price and scope of Services are reflected on the invoice and in the scope estimate provided to Client by email prior to engagement.
During the term of this Agreement, Attorney will provide contract review legal services to Client as described in the invoice and the scope estimate provided by email at intake, as well as any other services mutually agreed to by the parties in writing (the "Services"). Attorney represents that Attorney is duly licensed and has the qualifications, experience, and ability to properly perform the Services, and shall use best efforts to perform the Services such that the results are satisfactory to Client.
Scope Tied to Intake Estimate. The Services Attorney provides are strictly limited to what is described in the scope estimate Client received by email prior to payment. If Client's actual employment agreement, review needs, or requested negotiation scope differ materially from what was described at intake, for example a longer or more complex agreement, additional documents, multiple offers, or negotiation services not originally quoted, Attorney reserves the right to issue a supplemental invoice for the additional scope before performing that additional work. Attorney is under no obligation to perform work beyond the scope described in the original intake estimate and invoice.
Review Timeline. All employment agreement reviews will be completed within seventy-two (72) business hours of receipt of the applicable agreement, excluding federal holidays and weekends. If Client has selected expedited review, the review will be completed within forty-eight (48) business hours of receipt, excluding federal holidays and weekends. If Client has selected negotiation services in addition to contract review, the applicable timeline above governs only the initial review and does not govern subsequent negotiation-related tasks.
Limited Scope of Engagement. Services under this Agreement are limited to the review of employment agreements. Attorney does not provide tax advice in connection with the Services. Client acknowledges that the Services are limited in scope to the review and, if applicable, negotiation of the specific employment agreement uploaded by Client at the time of engagement. Attorney's obligations extend only to that identified agreement and do not encompass any other contracts, matters, disputes, or legal issues arising from or related to Client's broader employment relationship, prior agreements, or future agreements. This Agreement does not establish an ongoing or general counsel relationship between the parties, and the attorney-client relationship applies only to Services performed from the Effective Date onward.
Client acknowledges and agrees that contract review and, where applicable, negotiation services are provided on a best-efforts basis only. Attorney does not guarantee, promise, or warrant any particular outcome, including but not limited to changes to compensation, non-compete scope, termination provisions, tail insurance responsibility, or any other term of Client's employment agreement. Identifying a red flag or recommending a change does not mean that change is achievable, enforceable, or will be made.
Opposing Party Not Bound. Attorney has no control over, and makes no representation regarding, the willingness of Client's prospective or current employer, or any other opposing party, to accept, negotiate, or agree to any proposed redline, comment, or change to the employment agreement. The employer or other opposing party is not a party to this Agreement and is under no obligation to accept any position taken on Client's behalf. Attorney's role is limited to advising Client and, where negotiation services are engaged, communicating Client's position; the ultimate decision to accept, reject, or counter any term remains entirely with the opposing party.
If Client has purchased negotiation services in addition to contract review, those services are limited to the period prior to Client's execution of the applicable employment agreement. Attorney's negotiation services under this engagement terminate automatically and without further notice upon execution of the agreement by Client, regardless of whether every requested change was addressed, incorporated, or resolved to Client's satisfaction. Any negotiation, review, or other assistance requested after execution of the agreement constitutes a new and separate engagement, subject to a new scope estimate and invoice.
Attorney reserves the right to perform and invoice for services beyond the contracted scope if such additional services are requested by Client or identified as necessary and agreed upon by the parties in writing via email prior to performance. Any such additional services, and the fees associated therewith, shall be reflected on a supplemental invoice and are incorporated into this Agreement as an addendum. Client's written email confirmation of additional services constitutes authorization to proceed and agreement to pay the corresponding fees. No additional services will be performed without prior written email authorization from Client.
As consideration for the Services, Client shall pay Attorney the amounts specified on the invoice at the times specified therein ("Fees"). Fees are earned for the Services actually performed and are not contingent on any particular outcome, including whether the opposing party accepts any proposed change. Ordinary and incidental costs directly related to performance of the Services, such as printing and reasonable research expenses, are included as part of the Fees and require no separate written authorization.
Expenses beyond ordinary and incidental costs are permitted only with Client's prior approval, which may be given by email, text message, or other electronic correspondence. Attorney is not authorized to incur such expenses on Client's behalf without approval, and shall be solely responsible for any expenses incurred without it.
Attorney shall provide Services for a period commencing on the Effective Date and, unless earlier terminated as provided herein, continuing until completion of the contracted review scope described in the invoice, or, if negotiation services were purchased, until the earlier of completion of those services or Client's execution of the agreement as described in Section 3 above.
Attorney may decline or reject work at Attorney's discretion, and a full refund will be provided to Client if no work has been performed. Should either party default in performance of this Agreement or materially breach any obligation hereunder, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within fifteen (15) days after receiving written notice of the breach or default.
Attorney acts as independent counsel and not as Client's employee, agent, or partner. Attorney has sole direction, control, and responsibility for determining the method, details, and means of performing the Services, and Client shall not control any manner, method, details, or means by which Attorney performs the Services.
"Confidential Information" means any information, in any form or medium, that is not generally known or available to the public and that is disclosed by Client to Attorney or otherwise obtained by Attorney in connection with the engagement, whether before or after the Effective Date. This includes, without limitation, the employment agreement itself, compensation details, personal contact and identifying information, and any other non-public information Client shares in connection with the Services.
Confidential Information does not include information that is or becomes publicly available through no wrongful act of Attorney, was already known to Attorney without restriction, is independently developed without reference to Client's Confidential Information, or is rightfully obtained from a third party without breach of a confidentiality obligation.
At all times during the engagement and thereafter, Attorney shall hold Client's Confidential Information in strictest confidence, use it only to perform the Services, and not disclose it to any third party without Client's written authorization, except as required by applicable rules of professional conduct or law.
Each party retains all rights to intellectual property it owned prior to the Effective Date. All redlines, summaries, memoranda, and other work product Attorney creates in connection with the Services ("Work Product") are for Client's use in connection with the specific employment agreement reviewed, and Attorney assigns to Client all rights in such Work Product, without additional consideration, except that Attorney may retain copies for professional recordkeeping, malpractice-insurance, and regulatory purposes, subject to Attorney's ongoing confidentiality obligations.
Attorney shall hold in strict confidence all non-public information Client discloses in connection with the Services, including personal information and communications protected by the attorney-client privilege or work-product doctrine, and shall not disclose such information except as permitted under applicable rules of professional conduct or required by law. Attorney will comply with applicable data-protection and privacy laws in connection with this Agreement, including the CCPA, GDPR where applicable, and other U.S. state privacy laws in effect from time to time.
In the course of providing Services, Attorney may use artificial-intelligence tools to enhance efficiency, including for research, document review, and drafting support. Attorney remains solely responsible for all legal judgments, advice, and final work product delivered to Client, and no confidential or identifying information from Client's agreement is used to train any third-party AI model beyond what is necessary for the tool to process the immediate task. By entering into this Agreement, Client consents to Attorney's use of such tools subject to Attorney's oversight and applicable rules of professional conduct.
Attorney shall notify Client without undue delay, and in no event later than forty-eight (48) hours, after becoming aware of any unauthorized access to or disclosure of Client's Confidential Information in Attorney's possession or control, and will take commercially reasonable steps to investigate, contain, and remediate any such incident.
Attorney represents that performing this Agreement will not conflict with any existing obligation, will not breach any duty to keep third-party information confidential, and that Attorney has the right to use all information and materials provided to Client without liability to any third party.
Each party shall indemnify and hold harmless the other party from losses, liabilities, and costs (including reasonable attorneys' fees) arising from the indemnifying party's negligence, breach of this Agreement, or failure to comply with applicable law, or any actual or alleged violation of a third party's rights caused by the indemnifying party's own materials or performance under this Agreement.
Neither party will be liable to the other for indirect, incidental, special, or consequential damages, or lost profits, arising out of this Agreement, however caused, even if advised of the possibility of such damages. Except for each party's indemnification obligations, breach of confidentiality, or liability for gross negligence, fraud, or willful misconduct, each party's total liability under this Agreement will not exceed the total amounts paid or payable for the specific Services giving rise to the claim.
Attorney represents that all attorneys performing Services under this Agreement are duly admitted to practice law, in good standing, and authorized to render such Services in the applicable jurisdiction, and that no Services will be performed in a manner that would constitute the unauthorized practice of law. Services under this Agreement are limited to the review, and where engaged, negotiation of employment agreements.
Attorney shall not appear before any court or administrative tribunal in a jurisdiction in which Attorney is not admitted, except where permitted by law and, if required, through pro hac vice admission coordinated with locally admitted counsel. Nothing in this Agreement authorizes Attorney to engage in the unauthorized practice of law in any jurisdiction, and Attorney's services shall at all times comply with applicable rules of professional conduct.
Governing Law; Venue. This Agreement is governed by the laws of the State of Michigan, without regard to conflicts of law principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Wayne County, Michigan, and each party consents to personal jurisdiction there and waives any objection to venue.
Entire Agreement; Amendments. This Agreement, together with the applicable invoice and scope estimate, sets forth the entire agreement between the parties relating to the Services and supersedes all prior discussions or agreements on that subject. No modification or waiver is effective unless in writing signed by both parties.
Notices. Notices under this Agreement shall be in writing and delivered personally, by mail or overnight courier with tracking, or by email to the address most recently provided by the parties. A copy of any notice to Attorney must also be sent by email to physiciancontractcounsel@gmail.com.
Severability; Construction. If a provision of this Agreement is held unenforceable, the parties will renegotiate it in good faith; if no replacement is reached, that provision is excluded and the balance of the Agreement remains enforceable. This Agreement is the product of both parties and is not construed against either party as drafter.
Electronic Delivery; Payment. Either party may deliver documents or notices electronically, and each party consents to conducting business and signing documents electronically. All payments are processed through Stripe or LawPay.
Signature and Acknowledgment. By checking the acknowledgment box, submitting payment, or typing your name where indicated, you certify that you have read, understood, and agreed to these Terms of Service, including the limitations on scope, the absence of any guaranteed outcome, and the termination of negotiation services upon execution of your employment agreement.