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STANDARD ENGAGEMENT TERMS AND CONDITIONS (“TERMS”)

  1. No Legal Services Provided.  Although BlackLine is an affiliate of Frost Brown Todd LLC (“FBT”), BlackLine is a separate entity, is not a law firm and does not provide legal services.  Consequently, BlackLine is not subject to the rules of professional conduct applicable to lawyers and law firms, and Client does not have the benefit of the protections of the attorney‑client relationship with BlackLine.
  2. Affiliation with Frost Brown Todd LLC.  Client acknowledges that BlackLine is an affiliate of FBT and receives both legal and non-legal services from FBT.   Certain owners of BlackLine are employed by FBT and FBT owns a minority interest in BlackLine.  During the course of your representation, it is possible BlackLine may recommend that you would benefit from the guidance of legal counsel.  Should you decide to engage legal counsel, you acknowledge that you are under no obligation to engage FBT.  You also acknowledge that you have been advised that it may be desirable to seek (and you have been given a reasonable opportunity to seek) the advice of independent counsel.
  3. Expenses.  Expenses we incur on the engagement are charged to the Client’s account.  Expenses include such items as charges for computerized research services and long distance telephone, travel expenses, messenger service charges, overnight mail or delivery charges, extraordinary administrative support and other expenses we incur on your behalf.  Our charges for these services reflect our actual out-of-pocket costs based on usage, and in some areas may also include our related administrative expenses.
  4. Monthly Statements.  Unless a different billing period is agreed upon with the Client, BlackLine will render monthly statements indicating the current status of the account as to both fees and expenses.  The statements shall be payable upon receipt.  If statements are not paid in full within 30 days, we reserve the right to add a late charge of 1% per month of the amount due.  If it becomes necessary for BlackLine to file suit or to engage a collection agency for the collection of fees or expenses, the Client shall pay all related costs and expenses, including reasonable attorneys’ fees.
  5. Advance Payments.  Any advance payment to be paid by the Client will normally be less than BlackLine’s ultimate fees and expenses.  Such a payment or series of payments is not intended as a limitation upon BlackLine’s fees and expenses.  BlackLine may apply the advance payment toward any unpaid fees and expenses, in which event the Client shall make an additional deposit to restore the advance payment to its original level.  Additional advance payments must be made within fifteen days of the date the request is made. Any unexpended balance of advance payments will be refunded to the Client, without interest, at the end of this engagement.
  6. Termination.  Both the Client and BlackLine have the right to terminate our engagement at any time by notifying the other party of terminating party’s intention to do so in writing.  In the event that either party should elect to terminate our relationship, our fees and expenses incurred up to that point still will be due to us.  Upon payment to us of any balance due for fees and expenses and upon Client’s request, we will return to the Client, or to whomever the Client directs, any property or papers of the Client in our possession.
  7. Non-Exclusivity.  BlackLine retains the right to perform the same or similar type of services for third parties during the term of this Agreement.
  8. Retention and Disposition of Documents.  At the Client’s request, its documents and property will be returned to the Client upon conclusion of our work in the matter described above, although BlackLine reserves the right to retain copies of any such documents as it deems appropriate.  Our own files pertaining to the matter will be retained by BlackLine. These files include, for example, firm administrative records, time and expense reports, personnel and staffing materials, and credit and accounting records. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of the engagement without further notice to the Client.
  9. Limitation of Liability.(a)   In no event will either party be liable to the other or to any third party for any loss of use, revenue or profit or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.(b)   In no event will either party’s liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to us pursuant to the applicable statement of work in the twelve (12) month period preceding the event giving rise to the claim.
  10. Indemnification.  Even where damages may result in part from BlackLine’s negligence, the Client agrees to indemnify BlackLine and its personnel against all liability, claims, demands, or damages resulting in whole or in part from any negligent or intentional misrepresentations made by the Client’s officers, directors or employees in connection herewith.
  11. Survival. The rights and obligations of the parties set forth in this Agreement and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
  12. Relationship Between the Parties.  The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  13. Public Announcements.  Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other party’s trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written consent of the other party.
  14. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of or related to this Agreement or the services provided hereunder shall be instituted in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
  15. Entire Agreement.  These Terms, together with all Statements of Work, the Letter of Engagement, and any other documents incorporated herein by reference (together, the “Agreement”) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement, the following order of precedence shall govern: (a) first, these Terms; (b) second, the applicable SOW; and (c) third, the Letter of Engagement.