This is an additional explanation of the terms of our firm’s engagement policy.

Use of Cloud Computing

Please know that a significant portion of our law firm’s records are maintained in what is known as the Cloud; that is, some of your confidential information and our law firm’s files and records are not kept on site, they are not on paper, but instead they are maintained off site and managed by an independently maintained computer service.

E-Mail

Further, we use email to convey written advice; we attach letters and documents to our emails, etc. While we have reason to believe that these computer services, emails and our off-site recordkeeping services will be able to maintain confidentiality and all of our communications will be private, you should recognize that all such computer sources are not a totally secure medium.

Our messages and exchange of confidential information could be intercepted and read by someone else. Please bear that in mind when deciding to send material as part of your in response to this message by e mail. Please advise if you do not wish us to use Internet e mail for future messages.

No Fraud

Also, as a matter of law and professional conduct lawyers are prohibited from assisting a client in any activity that would be inconsistent with federal and Kentucky law. Specifically, we may not counsel or assist a client in the commission of a fraud or a crime and we are required to terminate our representation if we discover that a client is using our services to further improper activities.

If we are required to withdraw it may become necessary for us to give notice of the fact of our withdrawal and to disaffirm any opinion or any document that we may have prepared. We know that you share our concerns about important compliance issues, and that is why you have engaged our firm. We will both do our utmost to continue to avoid improper activities.

Identity of Our Client & Client Conflicts

We represent the person or entity that is specifically identified in each client’s Letter of Engagement. We do not represent any persons or entities which may be related to or affiliated with our named client. For example, if we represent Company ABC, then we do not represent the Company ABC’s owners, its partners, its employees, nor its affiliates, like subsidiary organizations. If desired, we will discuss with you a broader representation, however, this will require that we discuss the advantages and risks of such expanded representation. Do not assume that we represent anyone other our named client that is identified in our Letter of Engagement.

Our Firm represents many persons, businesses and charitable entities, most of whom have been our clients for many years. We owe a continuing duty to all of our clients and we must maintain our ability to represent them on future matters.

It is possible that if and when we represent you, a conflict may arise between you and our other client on a matter wholly unrelated to the work we are performing for you, and our other client may want us to represent them on the other matter. If we conclude that the representation would not adversely affect our ability to represent you, we reserve the right to represent our other client.

Hence, in order for us to represent you, you agree that we may represent our other client in any matter which is not substantially related to our work for you. As long as the other matter is not substantially related to our work for you, we are permitted to represent our other client without having to obtain your consent. We will not become your attorney(s) until you sign an engagement letter and pay the required fee or retainer.

The Scope of Our Work

Any questions you have about the scope of our services should be brought to our attention promptly.

Any statements by us concerning the outcome of your matters are expressions of our best judgment, but we do not make guarantees. Our opinions are limited by our knowledge of the facts, and it is your responsibility to help us understand the facts. We rely on your statement of objectives to be achieved by our representation. Our opinions are based on what we understand to be the most important issues and the state of the law at the time we give you our opinion.

Who Will Provide the Legal Services

Each client is serviced by a principal attorney. Subject to the supervisory role of the principal attorney, portion of your work may be performed by other lawyers and our paralegals. Such delegation may be for the purpose of involving those with special expertise in a given area or for the purpose of providing services on an efficient and timely basis. When practicable, we will advise you of the names of the attorneys and legal assistants who work on your matters.

Communications Between Us

Unless you tell us that your communication to us is of utmost importance we will not know that your email, voicemail, or fax is of a priority nature. Further, sometimes various forms of communications simply do not work and we might not receive your message. If you do not hear from us then it is probable that we did not receive your message. If your communication to us is of a high priority we urge you to double check with us and make sure we received your communication.

If you provide us with your email address we assume that we may email you. You may find it easier to keep copies of all messages and documents on your computer or computer server. If you do not want us to communicate by email, please tell us.

Our Fees & Expenses

Except in those instances in which we enter into a contingent fee arrangement, the payment of our fees are not dependent upon the outcome of a matter. The method to be used in determining the amount of our fees are explained in our Letter of Engagement.

Unless we agree to a different billing period, we will send you monthly statements indicating the current status of your account. Our statements are payable upon receipt. Because of the added bookkeeping and financing costs inherent in delayed payment, we may assess interest on accounts that remain unpaid by the terms of the engagement letter at the maximum rate allowed by law. If it becomes necessary for us to file suit or to engage a collection agency for the collection of fees or expenses, then you will be charged for all related costs and expenses, including reasonable attorneys’ fees.

In addition to our fees, you are expected to reimburse us for expenses we incur on your behalf; for example, filing fees, computerized research services, charges for expedited mail, package postage, copying charges, long distance telephone calls, travel, messenger services, fees of court reporters, fees for expert witnesses, etc. We make these charges for the actual cost that we incur plus the related administrative expenses associated with cost.

Termination

You may terminate our services at any time by simply telling us, however, you will still be required to pay us for any outstanding fees.

We reserve the right to terminate our representation of you at any time. There are several types of conduct or circumstances that may require us to withdraw from representing you, for example: nonpayment of fees or costs, misrepresentation or failure to disclose material facts, actions contrary to our advice, using our services to commit a fraud, and conflict of interest with another client. We will try to identify in advance and discuss with you any situation which may lead to our withdrawal.

Our attorney-client relationship terminates upon our completion of any services that you have retained us to perform. After completion, it is most probable that changes will occur in the law that could have an adverse impact on your future rights and obligations, and you agree that we do not have an obligation to advise you with respect to future legal developments. If you later retain us to perform additional services, our attorney client relationship will be revived subject to the terms of engagement at that time.

If you leave the original or copies of various legal documents with us, we will hold such documents for your convenience, however, our mere retention of your documents does not mean that we continue to represent you.

While we represent you we will send you copies and/or the originals of all papers or documents pertaining to your matters. If our firm’s representation terminates and you want another copy of these materials then we will be glad to accommodate your request pending satisfactory arrangements for the prepayment of the actual costs of duplicating the materials, and subject to the payment of all outstanding fees to the firm. If such termination occurs, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees. Our own files pertaining to your matters will be retained for a short period of time and we will destroy them unless you advise us that you would like to maintain them.

IRS NOTICE

The IRS requires that we provide extensive written disclosures when providing certain types of tax advice. In order to comply with IRS rules, unless our advice specifically states that it is a covered tax opinion, our advice will not contain all of the required IRS disclosures, and, therefore, you are not permitted to rely on our advice to avoid tax penalties. Usually, the cost of preparing a tax covered opinion is totally disproportionate to the benefit that may be obtained.