Legal Services Agreement

Last Updated: June 1, 2026

This Legal Services Agreement (“Agreement”) is entered into between Dev Counsel Law, P.C. (“Dev Counsel,” us,” or “we”) and the individual or entity listed on the signature block (“Client,” “you,” or “your”). This Agreement is effective as of the date Legal Services (defined below) are first provided by Dev Counsel to Client. As used in this Agreement, “Dev Counsel” means Dev Counsel and any licensed attorneys, employees, or agents of Dev Counsel.

1. Scope of Legal Services. You are hiring Dev Counsel to provide legal services for matters you may request from time to time (“Legal Services”). Legal Services may include, without limitation, contract drafting, review, revisions, negotiations, legal guidance, and related support. Legal Services may be requested and delivered through various channels, including the client portal, email, messaging, video calls, or other written or electronic communications.

2. Eligibility. Some or all Legal Services may not be available to every client, and we may limit the provision of Legal Services for various reasons, including, without limitation: (i) a conflict with an existing or previous client; (ii) the area of law involved; and/or (iii) your state or jurisdiction. Before providing any Legal Services, we will determine whether any conflicts or potential conflicts prevent us from providing the Legal Services and notify you of any limitations

3. Excluded Services. Unless otherwise agreed in writing, we will not provide litigation or tax services. Documents prepared by us may have specific tax ramifications, and you should consult with tax advisors regarding these matters to ensure you understand and are certain of any potential tax consequences.

4. Orders. Legal Services may be provided on: a project basis (including Sprint or Epic engagements), an ongoing subscription basis (Client Connect), or a pay-as-you-go hourly or flat-fee basis, as selected by you and confirmed through your subscription selection, invoice, or other written confirmation (each, an “Order”). Orders are incorporated into this Agreement by reference and will describe the applicable scope, pricing, engagement structure, and any additional terms specific to the Legal Services. In the event of a conflict between this Agreement and an Order, the Order will control with respect to the specific Legal Services.

5. Fees and Billing. Legal Services are billed on an hourly, fixed-fee, or other agreed basis, as specified in the applicable Order (“Legal Fees”). Legal Fees for hourly services are earned as the Legal Services are performed and are not held in trust. We do not collect retainers or advance deposits unless expressly stated in an Order. Fixed or prepaid fees may be earned upon payment. Hourly rates may vary based on the engagement structure, subscription plan, or whether services are performed on a standard or expedited basis. We may utilize attorneys, paralegals, or other personnel as appropriate based on the nature and complexity of the work, and time will be billed at rates that reflect the level of experience and responsibility required. We will use reasonable judgment to assign work in a manner that promotes efficiency and cost-effectiveness. We invoice for Legal Services on a recurring basis, typically every 2 weeks, and payment is due as specified in the invoice. If payment is not received when due, we may suspend or terminate Legal Services and charge late fees as permitted by law. Any estimates are non-binding, and actual time may vary based on the complexity of the matter

6. Subscription Services. We offer ongoing Legal Services through subscription plans (“Client Connect”). Client Connect provides access to Dev Counsel’s platform, tools, and ongoing legal support, as described in the applicable Order. Subscription plan features may vary based on the selected plan. Legal Services are billed separately at the applicable hourly rate. Client Connect subscription plans are provided solely for the benefit of the business entity identified in the applicable Order. You may not share or extend subscription benefits, Legal Services, or access to our platform to any other business, whether affiliated or unaffiliated, without our prior written consent.

7. Subscription Fees and Plan Changes. Client Connect subscription plans are billed on a recurring basis according to the selected plan (“Subscription Fees”). Subscription Fees provide access to certain features, tools, response times, and preferred pricing, but do not include Legal Services unless expressly stated. Legal Services performed in connection with a subscription plan are billed separately based on actual time spent at the applicable hourly rate. Subscription plans may be upgraded, downgraded, or canceled at any time. Upgrades may take effect immediately. Downgrades and cancellations will take effect at the end of the current billing cycle, unless otherwise determined by us or specified in an Order. Subscription Fees are non-refundable once paid and are not based on usage. Access to subscription features is provided for the duration of the applicable billing period regardless of use. We reserve the right to modify subscription plans, pricing, or features from time to time upon reasonable notice.

BY ENROLLING IN A SUBSCRIPTION PLAN, YOU AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS FOR ALL APPLICABLE SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION.

8. Attorney Messaging. You may communicate with us through the client portal, email, or other methods we make available (“Communications”). Communications are intended for coordination, brief questions, and legal guidance. If a Communication requires substantive legal work, including document drafting, contract review, revisions, negotiations, or ongoing analysis, such work will be treated as billable Legal Services at the applicable hourly rate. We will use reasonable efforts to notify you before treating a request as billable.

9. Project-Based Engagements. We may provide Legal Services on a project basis, including Sprint and Epic engagements (“Project-Based Engagements”), which are designed to complete a defined scope of work within an estimated range of hours. The scope of each Project-Based Engagement will be confirmed in the applicable Order and will include a maximum number of billable hours. If additional time is reasonably required to complete the defined scope, we may complete such work without additional charge. Any work outside the defined scope will be treated as new Legal Services and billed at the applicable hourly rate. Any estimates are non-binding and may vary based on the complexity of the matter and the information provided. We are not responsible for delays or additional work resulting from incomplete information.

10. Client Responsibilities. You agree to cooperate with us and provide timely, complete, and accurate information reasonably requested to perform the Legal Services. We are not responsible for any delays, errors, or additional work resulting from incomplete, inaccurate, or delayed information. You agree to respond to requests for information, feedback, or approvals in a timely manner and to review all deliverables promptly. Unless otherwise specified in an Order, you will notify us of any questions, requested revisions, or concerns within 7 days of delivery. Delays in your responses may impact timelines, availability, and the delivery of Legal Services. If changes to previously provided information, scope, or objectives require additional work, such work may be treated as new Legal Services and billed accordingly. You are responsible for (i) decisions made based on the Legal Services, (ii) implementing any legal documents or recommendations provided, and (iii) complying with all laws applicable to your business and use of the Legal Services, unless expressly agreed otherwise in writing.

11. Disclaimer of Guarantees. Any statements, guidance, or recommendations we provide are expressions of professional judgment based on the information available at the time. We do not guarantee any particular outcome, result, or success with respect to any Legal Services. Outcomes may depend on factors outside of our control, including the actions of third parties, applicable laws, and the completeness and accuracy of the information provided.

12. Confidentiality. “Confidential Information” includes any content or information communicated to us in confidence or that we should reasonably understand to be confidential or proprietary. We will maintain the confidentiality of your Confidential Information in accordance with applicable laws and professional obligations, including attorney-client confidentiality and privilege. We will comply with applicable rules of professional conduct, including California Rules of Professional Conduct 3-100, and will not use or disclose Confidential Information without your informed consent except as permitted or required by such rules or applicable law. You acknowledge that communications made through third-party platforms may not be subject to the same protections as direct communications with us. To the extent you wish to maintain confidentiality, you should communicate directly with us through approved channels.

13. Third-Party Services. We use a variety of third-party service providers and software tools (“Third-Party Services”) to deliver Legal Services and operate our platform. These may include, without limitation, tools for client portals, communication, document storage, document automation, electronic signatures, scheduling, payment processing, workflow automation, project management, and AI-assisted tools. Third-Party Services may include platforms such as:

Assembly (client portal)
Google (document storage and email)
Gavel (document automation)
DocuSign (electronic signatures)
Typeform (web forms)
Wix (website and payments)
Trello (project management)
Zapier (workflow automation and integrations)
Calendly (calendar scheduling)
Zoom (video conferencing)
Stripe (payment processing)
OpenAI/ChatGPT (AI tools)
and similar services.

These Third-Party Services may store, process, or transmit your information. By engaging us, you consent to our use of Third-Party Services in connection with the delivery of Legal Services. You acknowledge that Third-Party Services are not under our control, and we are not responsible for the performance, availability, or security of such services. Your use of any Third-Party Services may also be subject to the terms and policies of those providers. We may update, replace, or modify Third-Party Services from time to time as part of our ongoing operations.

14. Use of AI Tools. We may use artificial intelligence and automated tools (“AI Tools”) to support the delivery of Legal Services, including for drafting, research, analysis, and document automation. AI Tools are used to improve efficiency, consistency, and turnaround time. All Legal Services are subject to attorney review and professional judgment. AI Tools are not a substitute for legal advice and may produce outputs that require validation, interpretation, or modification. You acknowledge that AI Tools may be used as part of our internal processes and consent to such use in connection with the Legal Services.

15. ContractsCounsel Clients. If you engage us through the ContractsCounsel platform, your use of that platform is subject to the ContractsCounsel Terms of Use. This Agreement does not replace or modify those terms, and both you and we remain separately responsible for complying with them. You acknowledge that communications made through the ContractsCounsel platform may not be confidential or protected by attorney-client privilege to the same extent as direct communications with us. To maintain confidentiality, you should communicate with us through approved channels outside of the platform where appropriate. All billing, payments, and related transactions for matters initiated through the ContractsCounsel platform must be processed through the platform in accordance with its terms. We are not responsible for the platform’s operation, including payment processing, refunds, or platform-related communications.

16. Suspension and Termination. You may terminate Legal Services or any subscription plan at any time by providing written notice. We may suspend or terminate Legal Services at any time, including if payment is not received when due, if you fail to provide necessary information or cooperation, if continued representation would violate applicable law or professional obligations, or if we determine that we are unable to effectively provide Legal Services. We may also suspend Legal Services while any outstanding invoices remain unpaid. Upon termination, all outstanding invoices will become immediately due and payable, and we will have no obligation to continue providing Legal Services. Any ongoing work may be paused or discontinued unless otherwise agreed in writing. Termination does not affect your obligation to pay for Legal Services performed prior to termination.

17. Malpractice Insurance. We have and will maintain legal malpractice insurance applicable to the Legal Services. We will notify you within 14 days of any known lapses or if we no longer maintain malpractice insurance.

18. Electronic Signatures. We utilize DocuSign for sending and receiving documents requiring an electronic signature. While most jurisdictions accept electronic signatures, we cannot guarantee that electronic signatures are appropriate for all use cases. By purchasing Legal Services that include the use of electronic signatures, you agree to our use of DocuSign and acknowledge that DocuSign may have access to the Client Content and Client Information input into their service. For more information on the data security practices of DocuSign, please visit https://www.docusign.com/trust/security.

19. Client Information. In connection with the Legal Services, you may provide us with information, materials, data, and content specific to you and your business (“Client Information”). To the extent Client Information includes Personal Information, we will collect, use, and process such Personal Information according to our Privacy Policy. We will use reasonable administrative, technical, and organizational measures to protect Client Information from unauthorized access, use, or disclosure, taking into account the sensitivity of the information and the manner in which it is stored, processed, or transmitted. However, no method of transmission or storage is completely secure, and we do not guarantee absolute security. Client Information may be stored, processed, or transmitted using Third-Party Services in accordance with this Agreement. You represent that you have the right to provide Client Information to us for use in connection with the Legal Services, and that such use will not violate any applicable law or third-party rights.

20. Client Content. In the course of providing Legal Services, we may create or modify materials that are customized for your specific needs (“Client Content”). As between you and us, we retain all ownership and intellectual property rights in Client Content. We may use, modify, and create derivative works from Client Content, provided that such use does not include your name, logo, or disclose your confidential or proprietary information. Conditioned upon payment of all applicable Legal Fees, we grant you a perpetual, non-exclusive, and non-transferable license to use Client Content for your internal business purposes. You may share Client Content with your employees and service providers solely for your internal business use, provided that they are bound by obligations of confidentiality and use consistent with this Agreement.

21. Legal Content. We may provide content through our platform, website, or directly to you, including templates, guides, articles, and other materials (“Legal Content”). Legal Content is for informational purposes only and does not constitute specific legal advice. We retain all ownership and intellectual property rights in the Legal Content. You may use Legal Content solely for your internal business purposes and may not resell, distribute, or make it available to any third party without our prior written consent. You may not share access to the client portal, templates, AI tools, or other Legal Content, except with your employees or internal team members who are bound by confidentiality obligations consistent with this Agreement. Unless otherwise specified in an Order, you may access or download up to 5 templates per subscription period. Additional template usage requires our approval and may be subject to a $500 fee per template. We may modify, remove, or discontinue Legal Content at any time without notice.

22. Limitation of Liability. To the fullest extent permitted by applicable law, Dev Counsel will not be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, loss of profits, revenue, data, or business opportunities, arising out of or related to the Legal Services or this Agreement. Our total liability for any claim arising out of or related to this Agreement or the Legal Services will not exceed the total amount of Legal Fees paid by you to Dev Counsel during the 3 months preceding the event giving rise to the claim. This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), or otherwise, and even if we have been advised of the possibility of such damages. This limitation does not apply to liability that cannot be limited under applicable law.

23. Governing Law; Dispute Resolution. This Agreement and any dispute arising out of or related to this Agreement or the Legal Services will be governed by the laws of the State of California, without regard to its conflict of laws principles. Before initiating any formal dispute, you agree to first contact us and attempt to resolve the matter informally. If a dispute cannot be resolved informally, it will be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its applicable rules. The arbitration will be conducted in the State of California. Judgment on the arbitration award may be entered in any court having jurisdiction.

24. Representation. If you are entering into this Agreement on behalf of a business entity, you acknowledge that our representation is for the business and not for you personally. You represent that you have the authority to enter into this Agreement on behalf of the business and, if applicable, have obtained the consent of any other owners or interested parties.

25. Honest Billing Commitment. We are committed to fair, reasonable, and transparent billing practices in connection with the Legal Services. In performing Legal Services, we will use reasonable judgment to bill only for time that is appropriate for the work performed and to deliver services efficiently. We maintain internal billing standards designed to promote fairness and transparency, including practices such as avoiding billing for administrative delays or idle time, using appropriate levels of effort for the task, and applying rates consistent with the nature and complexity of the work. If you have a concern regarding any invoice, you may request a review within a reasonable period after receipt. We will review such requests in good faith and, if appropriate, provide a credit or adjustment. Additional information regarding our billing approach may be made available through our Honest Billing Commitment or similar materials provided through the Client Connect Portal or our website.

26. Miscellaneous. This Agreement, together with the terms of any Orders, is the entire agreement between the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement is binding on the parties. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of the Agreement will be severable and remain in effect. This Agreement may only be modified by a written agreement signed by both parties.