myHRgenius Legal Services Agreement

A. Scope of Representation

With your membership in the Program Thompson Coe agrees to provide your company or organization with general counsel on labor, employment, and immigration law matters. It is understood that Thompson Coe will not provide tax or investment advice as part of this Program. This agreement will govern any subsequent engagements between the parties unless a separate agreement is executed.

B. The myHRgenius Program

1. What Is Included In The Program
   The Program is offered to select companies for the purpose of providing unlimited guidance on brief day-to-day issues that arise for employers in dealing with their employees and related human relations matters. Questions are limited to matters typically handled by the Thompson Coe Labor & Employment practice group that are within the licensure, experience and expertise of the firm’s attorneys handling questions on the Program. Responses are further limited to issues that can typically be addressed in 15-minutes or less whether by e-mail or phone. Thompson Coe reserves the right to determine what is and is not within the parameters covered by the Program.In addition to counsel provided to members, members receive the following: (1) invitations to 1-hour webinars, typically offered monthly, focusing on HR Best Practices. SHRM and HRCI credits will be applied for any webinar presentation; (2) HR tips on relevant legislation, judicial decisions, or HR best practices or strategies; and (3) access to an archive of HR resources, tips and webinars.

   The Program offers three different membership levels, referred to as Savant, Brainiac, and Genius. Each membership level offers different services as follows:

a. Savant – $99/month

Members in the Savant level receive the core Program described in the preceding paragraphs, which includes HR legal counsel, webinars, weekly updates and access to an archive of HR educational materials.

b. Brainiac – $129/month
Brainiac-level members receive the core Program referenced in the Savant program, Section B(1)(a). In addition, members at this level receive access to disciplinary and Performance Improvement Plan drafting.

c. Genius – $399/month
Genius-level members are entitled to the benefits described in the Brainiac program level, Section B(1)(b). In addition, members in the genius level are entitled to: two (2) hours of customized in-person or on-line training on any number of specialized workplace topics annually, a 10% discount on standard Thompson Coe hourly rates for legal services, and an annual review or revision of the member’s employee handbook.

2. Excluded 
Excluded from the Program are legal services requiring in-depth analysis, research, document drafting, document review, mediation, negotiations, calls with outside legal counsel or government agencies on behalf of your company, litigation related services, or services involving new or existing billable projects. In the event that you have requested assistance beyond what is included on the Program you may be notified prior to incurring fees that your request goes beyond the services outlined in Sections B.1. If you then choose to have Thompson Coe provide legal services outside the Program the fees for these services are outlined in Section C below.

3. Program Fee
The fee for the services provided and outlined in this Agreement and for attorneys at Thompson Coe to be available to perform the services under this Program selected will be invoiced monthly to your company. The fees are $99/month for the Savant package, $129/month for the Brainiac Package, and $399/month for the Genius package. This fee will be billed to your company after the availability has elapsed or at the end of the month in which the service has been provided (i.e., after the completion of the calendar month). As such, the membership fee that you pay will not be held in trust and will be earned upon receipt by Thompson Coe.

C. Legal Fees and Expenses - Outside the Program

Thompson Coe agrees to make available its available resources to represent you. You acknowledge that Thompson Coe’s representation may require the services of more than one attorney or legal assistant and that the designation of those persons who may work on matters is within the scope of the representation is at Thompson Coe’s discretion, in consultation with you. Your company will be responsible for the payment of any fees incurred for legal services provided to you at the regular rate charged by the Thompson Coe attorney performing the services for you that are outside the scope of services provided by the Program as outlined in Section B of this Agreement.

D. Communications

As a member Thompson Coe may need to contact you regarding the legal services it is providing to you, by electronic or other means. Such communications might come in the form of legal alerts, or newsletters. In addition, we may notify you of upcoming seminars, webinars and other events. You may opt out of the communications which are not related to your membership in the Program at any time.

E. Termination of Membership in the Program

You may terminate your membership in the Program at any time with or without cause, notice, and for any reason whatsoever. Termination of your membership, however, will not affect your responsibility for payment of the Program fees, outlined in Section B.3 above, or any non-Program fees for legal services rendered to your company and expenses paid or incurred on your behalf before we receive your notice of termination. There may be fees and expenses incurred in connection with an orderly transition of your files and matters.

The ethics rules governing attorneys either require or allow us to withdraw from representing you in certain circumstances, including but not limited to your non-payment of fees or expenses, your misrepresentation of or failure to disclose material facts, actions contrary to our advice, and conflicts of interest with another client. If our withdrawal becomes necessary, we will give you reasonable notice under the circumstances. If we elect to withdraw, you agree to cooperate with us by executing any documents necessary to evidence the termination of our representation, in court or otherwise. Moreover, Thompson Coe reserves the right to decline or cancel your membership in the Program at all times, without providing advance notice to the member, and for any reason whatsoever.

F. No Guarantee of Outcome or Success

If Thompson Coe’s representation involves a contested legal proceeding, you understand that the outcome of such a proceeding is inherently unpredictable. Thompson Coe makes no representations or warranties as to the outcome of any contested legal proceeding. Any expressions on our part concerning the probable outcome of such a proceeding will reflect our best professional judgment. However, such expressions are not guarantees and are limited by our knowledge of the facts and based on the state of the law at the time they are expressed.

G. Governing Law

Except as otherwise stated herein, this agreement shall be construed under and in accordance with the laws of the State of Minnesota.