MASTER LEGAL SERVICES AGREEMENT (MLSA)

For Business, Estate Planning, and All Legacy Services

I. PURPOSE

A. Mutual Protection. This MLSA establishes the mutually protective terms that govern your attorney–client relationship with Costaras Law.

B. Scopes of Engagement. Each Scope of Engagement (SOE) defines the specific services, deliverables, timeline, and fees for a particular matter.

C. Representation. Legal representation begins only when an SOE is executed by both parties.

D. Guarantee of Outcome. While the Firm will provide its best professional efforts, judgment, and skill, the Firm does not guarantee any particular outcome, result, or timeline for any Matter

E. Expectations. This master agreement ensures consistency, clarity, and aligned expectations across all legal services.

II. DEFINITIONS

A. “Agreement” or “MLSA” – this Master Legal Services Agreement, including any amendments and incorporated Exhibits.

B. “Firm” or “Costaras Law” – Costaras Law, LLC, including its attorneys, paralegals, staff, and any supervised agents acting within the scope of representation.

C. “Client” – the individual or entity signing this Agreement, including any authorized representative acting on its behalf.

D. “Scope of Engagement” or “SOE” – a written document executed by both parties that defines the specific services, deliverables, timelines, and fees for a particular legal matter. No legal matter is accepted or commenced without an executed SOE.

E. “Matter” – a specific legal issue, project, transaction, or engagement described in a corresponding SOE.

F. “Flat Fee” – a fixed fee for defined services that is earned upon receipt in accordance with Ohio Rule of Professional Conduct 1.5(d), unless otherwise stated in an SOE.

G. “Earned-Upon-Receipt Fee” – a fee earned immediately upon payment pursuant to ORPC 1.5(d). Such fees are not deposited into a trust account and are not refundable except as required by ORPC 1.16(e).

H. “Deposit Retainer” – funds paid in advance and held in the Firm’s trust account to be billed against as work is performed. The applicable SOE specifies whether a retainer is earned-upon-receipt or held in trust.

I. “Expenses” – third-party costs reasonably incurred in connection with a Matter, including but not limited to filing fees, recording fees, postage, courier fees, travel, research fees, consultant fees, and payment processing fees.

J. “Rush Request” or “Rush Priority” – a Client request for expedited services. Any additional fee for expedited work must be disclosed and accepted in writing before work begins.

K. “Confidential Information” – all non-public information, materials, data, or communications disclosed by the Client or generated by the Firm in connection with legal representation.

L. “Representation” – legal services provided by the Firm as described in the applicable SOE.

M. “Business Day” – any day other than a Saturday, Sunday, or legal holiday in the State of Ohio.

N. “Inactive Matter” – a Matter in which the Client has not responded to Firm communications or taken required action for a period of six (6) months or more.

III. SCOPE OF SERVICES

You agree to services specifically listed in an SOE. Anything outside of that SOE requires a new engagement. This Agreement complies with Ohio Rule of Professional Conduct 1.2(c) regarding limited-scope representation. Costaras Law provides comprehensive legal services including:

A. Business Transactions

Business Formation & Governance
Contract Drafting, Review, & Negotiation
Legal Letters & Dispute Resolution

B. Estate Planning

Wills, Powers of Attorneys, and other Estate Planning legal documents
Trust Planning, Funding, & Ongoing Advisory

C. Mergers & Acquisitions (Buy & Sell Side)

LOIs & Purchase Agreements
Financing Support & Escrow Services

D. Real Estate Transactions

LOIs & Purchase Agreements
Deeds & Leases

E. Corporate Counsel

Corporate Resolutions & Compliance Checks
Fractional General Counsel (FGC) Support

IV. FEES & PAYMENT TERMS

(Ohio Rules of Professional Conduct 1.5)

A. Fee Structure. Fees are described in each SOE and may include:

Flat Fees
Earned-Upon-Receipt Fees
Subscription Fees (FGC)
Deposit Retainers
Success-Based Fees
Hourly Fees (rare and only when appropriate)

B. Mutual Incentive to Succeed. The fee structure ensures:

Predictability and clarity for the Client
Resources and availability for the Firm
Progress and efficiency when both parties communicate promptly

C. Flat Fees. Flat fees:

Are earned upon receipt per ORPC 1.5(d)
Reflect legal expertise, availability, and prioritization
Are not deposited into trust
Are not refundable except as required by ORPC 1.16(e)

D. Deposit Retainers. Deposit retainers may be earned-upon-receipt or held in trust. Each SOE will specify which applies.

E. Retainer Replenishment. If a trust balance becomes low or depleted, the Client agrees to replenish it promptly.

F. Right to Pause Services for Nonpayment. If any invoice, replacement request, flat fee, or required payment is not made when due, the Firm may temporarily pause all work until payment is received. During any pause:

Deadlines may be extended
The Firm is not responsible for delays or adverse consequences resulting from nonpayment
The pause shall not constitute termination of the attorney-client relationship unless separately stated in writing
If payment is not received within ten (10) days of notice, the Firm may treat the matter as subject to withdrawal under the “Termination of Representation” section.

G. Expenses. The Client agrees to reimburse necessary expenses, including:

Filing and recording fees
Courier / postage
Third-party vendor fees
Payment processing fees (up to 4 percent)

H. Rush Priority. The Firm may accommodate expedited work when feasible. Any additional fee for expedited services will be disclosed and must be paid before such work begins.

G. Client Appreciation Bonus. You may, at your sole discretion, provide an additional voluntary payment as an expression of appreciation, noting:

- Voluntary bonus permitted at Client’s discretion
- Must comply with Ohio ethics rules
- Treated as additional legal fees
- Reported appropriately for tax and accounting purposes

The Firm will keep expenses reasonable and transparent.

V. COMMUNICATION STANDARDS

A. Firm Commitments. We will:

Provide proactive, timely communication
Offer clear direction and explanations
Deliver updates on all material developments
Maintain accessible communication channels

B. Client Commitments. You agree to:

Provide accurate, complete information
Respond in a reasonable time
Review documents promptly
Notify us of meaningful changes
Make payments as agreed

C. Shared Success. Clear communication accelerates progress, builds trust, and protects both parties.

VI. CLIENT RESPONSIBILITIES

You consent to reasonable delegation to:

Attorneys
Paralegals
Law clerks
Administrative staff

All work is supervised by licensed attorneys per ORPC 5.3.

Delegation benefits both parties through efficiency and appropriate resource allocation.

Contract Attorneys. The Firm may engage contract attorneys when appropriate. All such work will remain under the Firm’s supervision and responsibility.

VII. STAFFING & DELEGATION

You agree to:

Be truthful, accurate, and cooperative
Provide documents and info promptly
Participate in review and decision-making
Maintain communication
Honor payment terms
Inform us of relevant updates

These responsibilities ensure efficient and effective legal work.

Review of Documents. Client agrees to review all drafts and final documents for accuracy and completeness before execution and to promptly notify the Firm of any needed revisions or corrections

Cooperation. Client agrees to cooperate fully with the Firm, provide all requested information and materials, and participate actively and timely in the progression of each Matter.

VIII. CONFLICTS OF INTEREST

Conflicts are evaluated before and throughout representation.

If a conflict arises:

We notify you promptly
A waiver may be requested when appropriate
Withdrawal may occur if the conflict cannot be resolved ethically.

IX. CONFIDENTIALITY

All communications and information are confidential under ORPC 1.6.

You consent to our use of secure digital and cloud-based systems to facilitate efficient and secure representation. The Firm’s advice, work product, and communications are prepared solely for the Client’s use and benefit. No third party may rely on them without the Firm’s express written consent.

X. CYBERSECURITY & INFORMATION SECURITY

Use reasonable security practices when transmitting documents or information to the Firm, including avoiding unencrypted public Wi-Fi, unsecured file-sharing platforms, and other high-risk transmission methods.
Notify the Firm promptly if any potential data breach, unauthorized access, or compromised account may affect information shared with the Firm.

The Firm will continue to maintain commercially reasonable security measures; however, the Client acknowledges that cybersecurity requires shared responsibility and cooperation.

XI. TECHNOLOGY & AI TOOLS

Costaras Law may utilize secure, attorney-supervised technology (including AI tools) for drafting, analysis, workflow efficiency, and quality control. We ensure:

Competence (ORPC 1.1)
Confidentiality (ORPC 1.6)
Proper supervision (ORPC 5.3)
Full attorney responsibility for all outputs

This improves speed, accuracy, and value while maintaining ethical integrity.

XII. PAYMENT INTEGRITY

A. Chargebacks. Because legal services are not reversible once provided, the Client agrees not to initiate chargebacks.

Improper chargebacks:
Create avoidable conflict
Disrupt legal service delivery
Constitute a material breach

B. Returned Payments. Returned payments may incur a $75 administrative fee.

C. No Offset. Client may not delay, reduce, or withhold payment of any fee or expense based on any counterclaim, dispute, or allegation unrelated to the specific invoice at issue.

XIII. DORMANCY & ADMINISTRATIVE PROCEDURES

If a matter becomes inactive due to Client inaction:

After 6 months: A $100/month administrative fee may apply
After 12 months:
- Earned fees remain earned
- Forfeiture covers administrative costs and lost opportunity costs
- Unearned retainer portions handled under ORPC 1.16(e)

The Firm will provide written notice before any closure. Engagement from both parties ensures continued progress.

XIV. INDEMNIFICATION

The Client agrees to indemnify the Firm for claims arising from:

Client actions or omissions
Misuse of legal documents
Incorrect, incomplete, or misleading information provided by Client

The Firm remains responsible for:

Gross negligence
Intentional misconduct
Ethical or professional violations

This creates fair and balanced accountability

XV. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

The Firm’s liability is limited to the total fees paid under the SOE associated with the claim
This does not apply to gross negligence or intentional misconduct

This maintains fairness and proportionality.

XVI. CLIENT RESPONSIBILITIES

This Agreement is subject to the venue, jurisdiction, and interpretation provided in Section 17C.

This provision does not limit a Client’s right to file a grievance.

Step 1 — Good-Faith Discussion. The Parties will first attempt to resolve any dispute through direct, good-faith communication.

Step 2 — Mediation. If unresolved after good-faith discussion, the Parties agree to participate in mediation.

Step 3 — Arbitration. If mediation fails, the dispute shall be submitted to binding arbitration under AAA rules, except for the matters listed below.

Notwithstanding the arbitration requirement above, the following matters may be brought directly in a court of competent jurisdiction in Ohio:

Actions to collect unpaid legal fees, costs, or expenses
Actions seeking temporary, preliminary, or emergency injunctive relief
Any claim that, by law, cannot be submitted to binding arbitration

All other disputes shall proceed through collaborative conversation as described above. This carve-out does not waive the arbitration agreement for any other type of dispute.

This provides mutual fairness, confidentiality, and efficient resolution.

XVII. COLLECTION OF FEES

If collection becomes necessary, the Client agrees to pay reasonable attorney’s fees and costs permitted by law. Strong communication avoids the need for collections.

XVIII. TERMINATION OF REPRESENTATION

A. Client Right to Terminate. You may terminate representation at any time.

B. Firm Right to Withdraw. The Firm may withdraw if:

Continuing representation violates ethics rules
Obligations remain unmet
Fees are unpaid
A conflict arises

C. Post-Termination. Upon termination:

Work performed will be invoiced
Unearned retainers refunded per ORPC 1.16(e)
Files will be provided within a reasonable timeframe

This protects fairness and clarity.

XIX. TERMINATION OF REPRESENTATION

A. Entire Agreement. This MLSA supersedes all prior agreements.

B. Priority of Documents. If any inconsistency exists between this MLSA and a Scope of Engagement, the SOE controls for the specific Matter described in that SOE.

C. Amendments. Changes must be in writing and signed by both parties.

D. Marketing Communications. Client consents to receive helpful updates, educational resources, and Firm communications. Client may opt out of non-essential marketing messages at any time.

E. Choice of Applicable Law, Venue, Jurisdiction, and Interpretation. This Agreement is governed, interpreted, and enforced under Ohio law, noting:

Ohio law governs all rights and obligations
The agreement reflects mutual negotiation; no party deemed the drafter
Client is liable for all attorneys’ fees, costs, and expenses if litigation is required to collect fees or advanced costs
Remedies available in addition to any equitable legal relief
Venue and jurisdiction governed by applicable Ohio law

F. Notices. All notices under this Agreement must be in writing and delivered by email or certified mail to the addresses listed below or any updated address provided by either Party. Notices are deemed received when transmitted by email (during a Business Day) or three (3) days after mailing.

G. Counterparts & Electronic Signatures. Electronic signatures are fully valid and enforceable.

H. Assignment. Neither party may assign rights or obligations without written consent.

I. Severability. If any provision of this Agreement is found illegal or invalid, the remaining terms shall remain in effect, with the invalid provision treated as removed, noting:

Invalid provision does not affect remaining terms
An illegal or unenforceable clause is deemed omitted
The agreement continues in full force without the invalid term

J. Headings and Sub-headings. Section headings are for convenience only and not intended to guide interpretation, noting:

Headings provided solely for organizational ease
No interpretive or contractual effect
Agreement term governed by substantive text, not titles

K. Voluntary Agreement. You voluntarily agree to the terms of this Agreement, acknowledging:

Sufficient time provided to review before signing
Proper authority to enter into the Agreement
Complete and careful reading of all terms
Full understanding of the Agreement’s contents
Satisfaction with all terms as written

J. Survival. The confidentiality, indemnification, payment, dispute resolution, limitation of liability, and governing law provisions survive termination of this Agreement