9. Model Engagement Letter to Pro Bono Exempt Organization re: Trademark/IP matter

[Insert Date]

[Pro Bono Client Name]

[Address]

Dear [Client Name]:

I am pleased to confirm that [insert firm name] (“we” or the “Firm”) will represent and advise [insert name of Organization] (the “Charity”) in connection with (1) filing and prosecuting its trademark application for [insert name of Organization] with the United States Patent and Trademark Office (the “PTO”), and (2) [insert other description if relevant]. We send you this letter to describe certain terms and conditions of our representation of the Charity.

By signing this letter, you agree to the following terms of our representation of the Charity:

  • When the Charity (i) receives a U.S. trademark registration for the mark [insert name of Organization] or (ii) abandons its application for such registration, the Firm will be promptly removed as attorney of record for the Charity at the PTO, and our attorney-client relationship will end in respect of this aspect of your matter.
  • the Firm’s representation of the Charity will not include any litigation or adversarial proceeding on behalf of the Charity.
  • All communications with third parties are subject to prior clearance by the Firm for any actual or potential conflicts of interest. If there is an actual or potential conflict of interest, as determined in the Firm’s sole discretion, relating to the Firm’s representing the Charity in such communications, the Firm may decline to do so in its sole discretion.
  • The PTO charges $325.00 per mark per class for filing fees for online registrations (and more for those filed in hard copy). The Charity agrees to pay that disbursement in advance and shall pay all other Firm out-of-pocket disbursements in this matter.

We regret that heavy demand for our pro bono services means that we cannot serve as the Charity’s pro bono general counsel. Once our initial services, discussed above, are completed, our attorney-client relationship will end. If we later agree to perform new services, our attorney-client relationship at such time will be subject to the terms of a new engagement letter.

Our client for purposes of the engagement covered by this letter will be the

Charity and not its founder or affiliates or any of its or their individual officers, directors or employees.

We are committed to performing services for the Charity to the best of our ability

and with the independent professional judgment that an attorney owes to a client in accordance

with the New York Rules of Professional Conduct (the “New York Rules”), as currently effective (which you and we agree will apply to this engagement). We do not disclose nonpublic information about our clients or former clients to anyone, except as permitted by law and the New York Rules. We will preserve the confidentiality of any confidential information that the Charity provides to us in the course of our representing it and will not disclose or use any such information for the benefit of any other client. Conversely, we will not disclose to the Charity or use on its behalf any information with respect to which we owe a duty of confidentiality to another client or person.

We will provide our legal services on a pro bono basis, which means that we will not charge the Charity for our legal fees for time spent by the lawyers and paralegal personnel who work on the matter. We will, however, bill the Charity for items incident to the performance of our legal services, including the PTO filing fees noted above, which must be paid in advance, and other disbursements and charges as necessary.

Any advice provided by us is for the Charity’s benefit alone and must not be used or relied upon by third parties. The Firm’s duty of care does not extend to third parties, except where such responsibility is accepted by us in writing.

All records and files will be retained and disposed of in compliance with our policy in effect from time to time. It is not administratively feasible for us to advise the Charity of the closing of a matter or the disposal of records. We recommend, therefore, that you maintain your own files for reference or submit a written request for your client files promptly upon conclusion of this matter.

We look forward to working with you and your colleagues. If you have any

questions about any of the arrangements detailed in this letter, please let us know. Otherwise,

please keep one original for your files and sign and return the other original to me by facsimile, PDF or mail.

Very truly yours,

[INSERT FIRM NAME]

[Insert Partner’s Name for signature]

[Insert Associate’s Name]

I HAVE READ AND UNDERSTAND THE

ABOVE LETTER AND AGREE TO ITS TERMS

[Insert name of Organization]:

By: ______

Name:

Title:

Date: ______