This Engagement Agreement (“Agreement”) is intended to formalize your engagement of Bronston Legal PC (“Firm”, “we” or “us”) as required by the bar. This Agreement sets forth the terms and conditions under which we will provide legal services and representation to you and supersedes any and all previous correspondence, discussions and agreements regarding your engagement of the Firm. We greatly appreciate your confidence and look forward to working with you.

1. Scope. We have agreed to advise and represent you as counsel and will perform such legal services as you request from time to time.
   
   
2. Rates. Our attorneys will provide you with the requested services at the following rates:
   
   a. We will prepare and file the requested Form 499A for you for a flat fee of $1500.
   
   b. We will prepare and file the requested 214 application for you for a flat fee of $2500.
   
   c. We require payment in advance of the filing fee charged by the FCC for the 214 application in the amount of $920.
   
   d. Our attorneys will provide any other requested legal services to you at a blended rate of $515/hour (which may be revised at any time upon prior written notice).

PLEASE NOTE: Since you have foreign ownership, your FCC 214 application will be subject to an additional review process by not only the FCC, but also the Department of Homeland Security and other federal agencies. Several additional hours of our time will be required to manage this process due to the additional disclosures and certifications required by these agencies. We will charge you for these additional hours at the $515/hour rate referenced in Section 2(d) above. As a result, the total cost of the 214 application process will more than likely exceed the $2500 flat fee referenced in Section 2(b) above by at least $5000.

3. Charges. The total fees charged to you in our monthly invoices will be determined by calculating amount of time spent by our lawyers during the applicable month and multiplying same by the appropriate hourly rate(s). Any time spent in initial consultations will become billable upon engagement. As you might expect, it is extremely difficult (if not impossible) for us to determine in advance the amount of time that will be required to complete any given project, largely due to factors outside of our control. Unless specifically described herein, no firm estimate of the charges you will be billed has been made or will be made. We will certainly make every effort to do the work as expeditiously as possible. Please keep in mind, however, that we will bill you for any time we spend in providing services to you, including preparing documents, participating in telephone conferences, responding to questions or concerns, reviewing and revising documents, corresponding with you and others via email, etc. In addition, we have no control over the position taken by other parties with whom you ask us to help you negotiate contracts, transactions and/or disputes so please be aware that such negotiations may very well take substantially more time than you anticipate. Finally, we respectfully advise you that it is your responsibility to keep track of the work that you ask us to perform so that you are not surprised by the time we’ve spent and the charges we’ve generated when we render our invoice to you at the end of each month.
   
   
4. Retainer. Our standard practice is to require a retainer deposit from all new clients. The deposit we require in order to commence the requested representation is $9,920.00. Please note that the foregoing amount is not a quote or estimate of the charges you will incur – it is merely the amount that we are requiring to commence the requested representation. Please follow the payment instructions on the last page of this document.  Of this amount, $1,500 constitutes the flat fee described in Section 2(a) and is considered earned upon completion of the preparation of the Form 499A. $2,500 constitutes the flat fee described in Section 2(b) and is considered earned upon completion of the preparation of the 214 application. $920 constitutes the FCC filing fee described in Section 2(c) and is considered earned, and will be disbursed to the FCC, upon filing of the application. The remaining $5,000, together with any portion of the deposit not otherwise applied, will be held in our trust account and drawn against on a monthly basis to pay our hourly charges under Section 2(d), including the additional review-related hours described above. When and if the deposit has been depleted, we will bill you monthly for our charges as described below. As the initial deposit is depleted, we may ask for additional deposit(s) in the future until the work we are performing on your behalf is completed and all charges have been paid in full. You understand that if additional deposits are requested, we will suspend work until they are received.
   
   
5. Billing. We will bill you monthly for legal fees and out-of-pocket costs and will provide you with a detailed description of those fees and costs. Our work is billed in one-tenth of an hour increments. As a result, any chargeable item typically lasts at least six (6) minutes. Payment will be due upon receipt. In the event that any monthly statement is not paid within thirty (30) days of its date, interest at the annual rate of 10% will accrue on the amount due until paid. In no event, however, may this rate ever exceed the maximum rate allowed by law. In addition, if bills are not paid on a timely basis, the Firm has the right to cease work and withdraw from any further representation in accordance with applicable rules of professional conduct.
   
   
6. Compliance with Audit Requests, Subpoenas and Other Requests. From time to time, we may be required to respond to other requests for information or documents about you or our work for you. Such requests may come from you or your auditors. They may also come from third parties through a subpoena or other legal process to which we are required to respond. We will bill you for any time spent or costs incurred responding to such requests or demands in connection with any matters we handle for you.
   
   
7. Document Ownership and Use. Any documents or work product prepared by the Firm for you are subject to the Document Ownership, License, and Non-Redistribution Terms attached as Exhibit A and incorporated into this Agreement by reference. Among other things, Exhibit A describes the Firm's retained ownership of its underlying template language and drafting forms, the limited license granted to you to use documents prepared for you, and restrictions on sharing those documents with third parties. Subject to Exhibit A, you may use the documents in your own business, provide drafts and executed documents to customers and other counterparties and their legal counsel solely as reasonably necessary to negotiate, enter into, perform, or enforce your own agreements, and make the other disclosures expressly permitted by Exhibit A. These permitted uses do not authorize you to provide the documents as templates, forms, or drafting resources for another person’s business or use. Exhibit A governs the scope of the license and its restrictions and exceptions.
   
   
8. Application of these Terms. This Agreement will govern our relationship with you even if you do not sign and return a copy of the Agreement. The terms and conditions of this Agreement may be modified or amended only by written agreement signed by the Firm and by you.
   
   
9. Attorney’s Fees. In any action by us against you for collection of any charges due, we will be entitled to recover our reasonable attorneys' fees, court costs and costs of collection.
   
   
10. Termination. We have the right to withdraw as your attorneys at any time in the event of your non-cooperation or non-payment, or other such valid cause, and you are at liberty to terminate this arrangement at any time you desire. Upon termination you will be entitled to the immediate return of all funds in our trust account less accrued charges as of the date of the termination. We will retain your legal files for a period of 1 year after we close our file. At the expiration of the 1-year period, we will destroy these files unless you notify us in writing that you wish to take possession of them. We reserve the right to charge administrative fees and costs associated with researching, retrieving, copying and delivering such files.
    
    
11. Governing Law and Venue. The representation and relationship between this firm and you shall be governed by, and substantially performed and construed in accordance with, the laws of the State of Texas without regard to the choice of law rules for that state, except to the extent that any such laws may now or hereafter be preempted by Federal law. You consent to the jurisdiction of any Federal or State court within the State of Texas, submit to venue in the State of Texas, and also consent to service of process by any means authorized by the law of the State of Texas or applicable Federal law. Without limiting the generality of the foregoing, you hereby waive and agree not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) you are not subject to the jurisdiction of the state courts of the State of Texas or the United States District Courts for the State of Texas; (ii) such suit, action, or proceeding is brought in an inconvenient forum; or (iii) the venue of such suit, action, or proceeding is improper.

EXHIBIT A

 DOCUMENT OWNERSHIP, LICENSE AND NON-REDISTRIBUTION TERMS

These Document Ownership, License, and Non-Redistribution Terms (these “Terms”) apply to all documents, templates, forms, and related work product prepared by Bronston Legal PC (the “Firm”) for the Client and/or provided to the Client in connection with the Engagement Agreement (the “Agreement”) to which these Terms are attached. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement. For purposes of these Terms, “Engagement” means Firm’s representation of Client under the Agreement.

1. OWNERSHIP

1.1  The Firm retains all right, title, and interest in and to its underlying template language, drafting forms, clause libraries, and drafting methodology used to prepare documents for and/or provide documents to Client (collectively, “Firm Work Product”), including as incorporated into the Package Documents (as defined in the Agreement) and any other documents, templates, forms, or related work product delivered or made available to Client under the Engagement, whether in draft or final form and whether or not customized (collectively, “Deliverables”). Customization, modification, or use of Client’s branding does not transfer ownership of Firm Work Product.

1.2  Client's payment of fees for the Engagement compensates the Firm for the legal services described in the Agreement and the license described in Section 2 below. It does not transfer ownership of the Firm Work Product, and no assignment of Firm Work Product occurs unless expressly agreed in writing. 

2. LICENSE

2.1  Subject to Client's compliance with these Terms and payment of all fees due under the Engagement, Firm grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to copy, complete, modify, and use the Deliverables solely for Client's own business purposes as permitted in Section 2.3. The license is personal to the Client identified in the Agreement and does not extend to any affiliate or other person without Firm's prior written consent.

2.2  Except as expressly permitted in Section 2.3 or required by Section 6.3, this license does not include the right to distribute, share, sell, sublicense, rent, lease, or otherwise make the Deliverables, or any portion of the Firm Work Product contained in them, available to any third party, including without limitation other managed service providers, competitors, consultants, or affiliated entities, whether for compensation or at no charge, without Firm's prior written consent. These restrictions apply to all copies, excerpts, modified or rebranded versions, and derivative materials containing Firm Work Product, regardless of format or whether identifying information has been removed. Client may not provide them as templates, forms, clause libraries, or drafting resources for another person’s business or use, including through template exchanges, publicly accessible repositories, or artificial intelligence systems that permit third-party access, training, or reuse. These are independent contractual restrictions and do not depend on whether the materials qualify for copyright or trade secret protection.

2.3  This restriction does not prohibit Client from: (a) sharing drafts or executed copies of Deliverables with actual or prospective counterparties and their legal counsel solely as reasonably necessary to negotiate, enter into, perform, or enforce Client’s own agreements; (b) sharing Deliverables internally with Client’s own employees, officers, or directors on a need-to-know basis; (c) disclosing Deliverables to Client’s auditors, insurers, or legal counsel only as reasonably necessary for any of the same to perform services to or for Client; (d) disclosing only what is required by law, regulation, court order, or legal process, with advance notice to Firm when legally permitted and reasonably practicable; or (e) displaying only the final customer-facing online terms that Firm expressly designates in writing for public display in Client’s business. No exception permits Client to provide templates or drafting resources for another person’s independent business or use.

2.4  Before sharing an unsigned form or draft under Section 2.3(a), Client must obtain the recipient’s written agreement, which may be in an existing agreement or an email exchange, to use it only for the contemplated agreement with Client, not to reuse it as a template, and not to disclose it except to legal counsel bound by equivalent restrictions or as required by law. Recipients under Sections 2.3(b) and (c) must be bound by written confidentiality obligations or by equivalent legal or professional duties. Client is responsible for a breach of these Terms by a recipient to whom it provides access under Section 2.3 only to the extent Client failed to obtain a required undertaking or knowingly permitted the recipient’s unauthorized use or disclosure, subject to Section 6.3. Client will keep records of the undertakings required under Section 2.3(a) and provide them to Firm upon reasonable request, subject to applicable privilege and confidentiality obligations. 

3. CONFIDENTIALITY 

3.1  The Deliverables and the Firm Work Product are proprietary and confidential to Firm. Client will protect them using at least the same degree of care Client uses to protect its own confidential business information, and in no event less than a reasonable degree of care. Client will restrict access to persons permitted under Section 2.3 and preserve any proprietary notices supplied by Firm. A permitted disclosure does not authorize further use or distribution beyond Section 2.3.

3.2  Client will promptly notify Firm in writing if Client becomes aware of any unauthorized use, copying, or distribution of the Deliverables or Firm Work Product. Client will provide the known details, including the materials and recipients involved, and promptly take reasonable steps at its expense to stop the activity, secure or recover unauthorized copies, and prevent recurrence. Client will preserve relevant evidence and reasonably cooperate with Firm’s enforcement efforts.

4. REMEDIES

4.1  Client acknowledges that actual or threatened unauthorized use or distribution of the Deliverables or Firm Work Product may cause Firm irreparable harm for which monetary damages alone would be an inadequate remedy, and that Firm is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting bond to the extent permitted by applicable law. No contractual notice or opportunity to cure is a prerequisite to seeking such relief.

4.2  In the event Firm brings a successful claim to enforce these Terms, Client will reimburse Firm's reasonable attorneys' fees and costs incurred in doing so, to the extent permitted by applicable law.

5. TERM AND SURVIVAL 

5.1  The license granted in Section 2 terminates automatically upon termination of the Engagement for Client's uncured breach or non-payment. Termination of the Engagement for any other reason does not terminate Client's license to continue using Deliverables already provided, subject at all times to the restrictions in Sections 2 and 3. In addition, subject to Section 6.3, Firm may terminate the license immediately by written notice for unauthorized use or disclosure in violation of Sections 2 or 3, whether or not the Engagement has ended and without an opportunity to cure. Termination does not release Client from liability for any breach. Client must cease new use of the affected Deliverables as templates; existing agreements remain valid and may be retained, performed, and enforced. 

5.2  Sections 1, 2.2, 2.3, 2.4, 3, 4, 5, and 6 survive termination or expiration of the Engagement.

6. GENERAL 

6.1  These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles. 

6.2  In the event of a conflict between these Terms and the Agreement, these Terms control solely as to the ownership, license, and redistribution of the documents described herein, the Deliverables, and the Firm Work Product. The Agreement governs the scope of Firm’s legal services, fees, when fees are earned, refunds, and venue for disputes under these Terms. Permission for Client to use, modify, or share Deliverables as allowed by these Terms does not expand Firm’s service obligations or include additional services in the flat fee. 

6.3  Nothing in these Terms restricts Client’s rights to its own information or to receive its client file, to provide the file to successor counsel, or to use or disclose it as necessary to protect Client’s legal rights, or limits Firm’s duties under applicable law or the Texas Disciplinary Rules of Professional Conduct. These requirements control over any inconsistent provision. This Section does not authorize distribution of Firm Work Product for use in another person’s business or unrelated legal matters. 

PAYMENT INSTRUCTIONS

PAYMENT VIA ACH:

Please forward the required payment via ACH using the following instructions:

Bank Name: Origin Bank
Routing Number: 111102758
Account Number: 246060402
Account Name: Bronston Legal PC

PAYMENT VIA CREDIT CARD:

If you prefer to use a credit card, please forward the required payment using these instructions:

• go to https://techlawyers.com/pay-invoice/
• click on the “Pay Now” button (this will take you to our PayPal merchant page)
• follow the steps to securely pay with any major credit card

If the terms and conditions of this Agreement, and Exhibit A are acceptable, please complete and sign where indicated below. 

BY SIGNING THIS AGREEMENT BELOW, YOU ACKNOWLEDGE THAT WE HAVE MADE NO REPRESENTATION OR PROMISE REGARDING OUR ABILITY TO OBTAIN ANY SPECIFIC OUTCOME OR RESULT IN CONNECTION WITH OUR SERVICES.