⃒Hiring a Lawyer: Tips and Guidelines ⃒
Farmer
Hiring the right lawyer is important to small businesses and can be an intensive process. Many small businesses pay
far too little attention to the legal side of their business. That can be a big mistake. One wrong move or oversight
can put you (personally) at risk, jeopardize your business and destroy your businesses good will for a long time. In
order to avoid hiring the wrong lawyer, you should make a concerted effort to do the following when looking for an
lawyer to represent your small business:
1. Expertise. Always check the lawyer’s area of
expertise before hiring. Although some lawyers
may do well as “general practitioners,” they often
will not know the nuances in certain areas of the
law. Therefore, do not hire a criminal lawyer if
you need a contract lawyer. A good lawyer will
know when you will need assistance they cannot
provide.
2. Fees. As with most other professional services,
legal services are usually billed by the hour and in
some cases, on a set fee, per project. Before hiring
a lawyer, you should find out what their hourly
rate is, as well as the hourly rate of any paralegal
or other lawyer that may work with them when
handling your case.
3. Support vs. Expertise. Find a lawyer that can be
both sympathetic to your situation and one that
can handle your business affairs. Do not mistake
support for expertise.
4. Availability. Hire a lawyer who will have
adequate time to take you on as a client. If a
lawyer’s schedule is already full, your legal needs
will suffer. Make sure you discuss how much time
you require and have a lawyer who is able to make
that time commitment.
5. Meet in person. Although it is common for most
business communication to occur solely through
e-mails and phone calls, this does not bode well
for an important relationship such as the one
between you and your lawyer. Your first meeting,
if not first couple of meetings, should be in
person to ensure that you both understand what
must be done and are working toward the same
goals.
This material has been prepared for informational purposes only and does not constitute legal advice.
Kenneth D.
YoungWilliams P.A.
210 E. Capitol St., Suite 2000
Jackson, MS 39201
tele: 601.948.6100
fax: 601.355.6136
6. Do you homework. When looking to buy a car
or house hunting, you do not typically buy the
first thing you see. The same holds true for hiring
a lawyer. You should do research on lawyers that
have experience in representing small businesses
in your area. Get referrals, go online to find out
information about the lawyer, or call the local bar
association. Do not simply hire a lawyer without
checking his or her background. Talking to
someone who has worked with the lawyer is
always advantageous. Ask questions about his or
her background, manner, competence, and so on.
You can also check the Martindale-Hubbell
lawyer directory for guidance.
7. Don’t get passed around. Make sure the lawyer
you meet will handle your matters and will not
pass you off to some recent law school graduate.
8. No favors. Just because your nephew or the
brother-in-law of your neighbor’s sister is an
lawyer, it does not mean this is the best person to
handle your legal needs. Learn how to politely
decline such offers.
9. Be prepared. Time is money, especially when
working with a lawyer who is billing you by the
hour. If you show up unprepared for meetings,
you have only yourself to blame. Always ensure
that you provide clear instructions on what you
want done.
10. Retainer Agreement. Once you’ve found the
right lawyer for you, be sure to read and
understand their retainer agreement.
⃒ Fee Agreement ⃒ YoungWilliams P.A.
210 E. Capitol St., Suite 2000
Jackson, MS 39201
tele: 601.948.6100
fax: 601.355.6136

I, ________________________________________, wish to retain the firm of YoungWilliams P.A. (the “Firm”)

to represent me in connection with ___________________________________________________ and such other matters
as the Firm and I mutually agree to in the future.

I understand this document sets forth the agreement concerning the Firm's representation of me and will become
effective upon receipt by the Firm of a signed copy of this document, together with an initial retainer fee in the amount of
$________________, which I understand will be applied on account of attorney fees and/or costs earned by the Firm in
my representation.

FEES

I agree to pay the Firm a reasonable fee for its services, and understand that the fee will be determined by using
the criteria for reasonableness set forth in Rule 1.5 of the Mississippi Rules of Professional Conduct, which includes, but
is not limited to, the following factors which will be considered as guidelines in determining a reasonable fee: the time
and labor required, the novelty and difficulty of the questions involved, and the skill required to perform the legal service
properly; the fee customarily charged in this area for similar legal services; the results obtained; the time limitations which
are imposed by me or by the circumstances; the nature and length of our professional relationship with the Firm; and the
experience, reputation, and ability of the lawyers performing the services.

I further understand that (a) the fees billed will be based on the Firm’s standard hourly billing rates, which
normally vary from $_______ for the most skilled, experienced senior attorneys, to $_________ for younger associates,
(b) Kenneth D. Farmer will be primarily responsible for this project and his current standard hourly rate is $_________,
(c) certain tasks may be assigned to legal assistants at hourly rates that currently range from $_________ to $__________,
depending on their level of skill and experience, (d) standard hourly rates may change periodically without notice, and
(e) upon request, I will be furnished with a schedule of the Firm’s then current hourly billing rates.

I understand that I will be responsible for (a) all monthly invoices the Firm sends to me for fees and costs
advanced, which may include all court costs and out-of-pocket expenses advanced by the Firm, and (b) any invoice or
third-party charge from third-party vendors of services or goods the Firm may forward to me for direct payment (e.g.,
expert fees, court reporter charges, corporate filing fees, etc). In the event that any such invoice sent or forwarded by the
Firm to me is not paid within five (5) days of the due date, the Firm may, at the Firm's discretion, withdraw from the
matter, and, in that event, the Firm will be compensated by me for any money owed at the time. In addition, I agree to pay
for regular hourly fees necessary to collect that money due and unpaid. I further understand and agree that I am liable for
and will pay, in addition to all money owed to the Firm, interest at the maximum legally allowable rate on any account not
paid within 30 days of billing of costs advanced and attorney fees. I understand that the final billing may be more or less
than the above hourly rate, depending on the circumstances of my case.

WAIVER OF CERTAIN CLIENT CONFLICTS

I recognize that the Firm is a general service law firm that represents numerous clients in a wide variety of
matters, including, but not limited to, retailers and manufacturers, multinational corporations, partnerships and joint
ventures, banks, lenders and borrowers, accounting firms, investment banks, financial advisory firms, management
consulting firms, insurance companies, finance companies, underwriters and sponsors, real estate developers, publishers
and other entities involved in a wide range of industries and businesses, including intellectual property transactions. As
such, I acknowledge that the Firm may now represent, has represented in the past, or may represent in the future, persons
or entities (not limited to prior or current clients of the firm) who have, or in the future may have, interests adverse to me
or my affiliates (which includes family members or companies and partnerships in which I may have an ownership
interest) on matters in which the Firm may be representing me or any of my affiliates.
 I hereby consent to the Firm’s representation of such other clients in such current or future unrelated matters,
provided that such representation of other clients is limited to transactional matters and not litigation against me in such
unrelated matters.

TERMINATION OF REPRESENTATION

I understand that the attorney-client relationship is one of mutual trust and confidence, and that I am free to
terminate the Firm’s engagement at any time. I acknowledge that the Firm shall retain all rights in respect of any
outstanding legal fees and expenses as set forth above in the event of the termination of their engagement.

I further acknowledge and agree that the Firm may terminate our relationship at any time, if, among other reasons,
my conduct renders it unreasonably difficult for the Firm to carry out the representation effectively, I fail to pay the
advanced costs, fees or costs of third parties engaged with respect to a matter, or I fail to pay the Firm’s fees and
disbursements in accordance with this Agreement. I further agree that if the Firm terminates the relationship, the Firm
shall be entitled to receive 100% of any accrued and unpaid fees, advanced costs and disbursements through the date of
termination.

The laws of the State of Mississippi alone, and without regard to its choice of law rules, shall govern the
interpretation of this Agreement, including all rules or codes of ethics, which apply to the providing of legal services.

This Agreement shall be binding upon me, my heirs, legal representatives, successors and assigns.

IN WITNESS WHEREOF, I hereby agree to and accept the Firm’s representation for the above-referenced
matters upon the terms and conditions set forth herein as of the date set forth below.

CLIENT:

Date: _________________________ _______________________________________

Print Name: ______________________________

CLIENT CONTACT INFORMATION

Our desire is to make it as convenient as possible to respond to our clients’ needs and concerns in a timely
manner. To do so, we request that you provide the following information:

Client Name: Phone No.: Cell

Home
Address (1): Work
Address (2): Fax
City, State & Zip Email Address:

Please indicate all methods of communication that you authorize YoungWilliams P.A. to utilize when
communicating with you:

Telephone Fax Regular U.S. Mail Email

Other: _______________________________________________________________________
⃒ Contract Drafting: Tips and Guidelines ⃒ Kenneth D. Farmer
YoungWilliams P.A.
210 E. Capitol St., Suite 2000
Jackson, MS 39201
tele: 601.948.6100
fax: 601.355.6136

In order for a contract to be enforceable, the nature and extent of the parties’ obligations must be certain. It is
essential that there be a meeting of the minds on all material terms and the subject matter of the contract. If a
contract is incomplete, indefinite, incapable of being performed, or lacking consideration, then a court may rule that
the contract did not exist at all. If a contract is reasonably or fairly susceptible to different interpretations, a court
may hold that a provision of the contract is ambiguous.

Below are some important things to remember when drafting a business-to-business contract:

1. Get it in writing; take charge of the first draft.
2. Correctly identify parties; use correct names (e.g.,
Al’s Diner, LLC vs. Al’s Diner, Inc.).
3. Include a contract effective date.
4. Include a short preamble (i.e., provide some
background on the parties, purpose/intent of
agreement).
5. Clearly state what the parties are promising to do
(e.g., provide services, sell goods); leave nothing
important unsaid.
11. State whether the rights and obligations under the
contract are assignable.
12. Specify which party pays the attorneys’ fees in the
event of a contract dispute (e.g., prevailing party).
13. Provide for venue and jurisdiction for
enforcement; specify which state’s law applies if
questions about the contract arise.
14. Specify where notices are to be sent.
15. State whether a dispute is to be resolved in court
or by arbitration.

6. Clearly set forth the (i) “term” of the contract;
(ii) deadlines for performance; and (iii) if time of
performance is important, include a clause that
provides “time is of the essence” as to relevant
obligations.
7. Clearly set forth the consideration (e.g., either an
act, forbearance or a return promise which is
negotiated for and given in exchange for that
promise).
8. Clearly define each party’s obligations (but don’t
promise what you can’t deliver).
9. Include covenants and conditions of performance
(i.e., whether an obligation is conditioned on the
occurrence of an event).
10. Clearly set forth how and when the contract
terminates.
16. Require all amendments be in writing (i.e., prevent
oral modifications).
17. Ensure that liquidated damages clause states a
reasonable amount of damages under the
circumstances to avoid being deemed a void
penalty clause.
18. Include a merger or integration clause to make
clear that the contract contains all of the
obligations and terms.
19. Ensure that the recitals and all exhibits and other
attachments are properly incorporated by
reference.
20. Ensure the parties sign in their proper capacity
(e.g., corporate contracts should be signed by an
agent indicating it is being signed “for the
company” and identify their title).

This material has been prepared for informational purposes only and does not constitute legal advice.
⃒Leases: Tips and Guidelines ⃒
Most small businesses lease office space from a landlord who has a standard lease “form” it expects the tenant to
sign. The terms in such leases almost always favor the landlord. In order to help level the playing field, below is a list
of some issues a tenant should look out for when negotiating a commercial lease.
1. Letter of Intent. Ensure all financial and legal
terms in LOI are properly reflected in the lease.
2. Premises. Ensure space is sufficiently described
and correct (i.e., verify sq. ft.).
3. Lease Term. Short-term leases provide more
flexibility if your needs change; while a longer
term lease ensures space for specific time/cost.
4. Option To Renew. Lease should spell out time
period required for notice (i.e., 120 or 90 days
prior to lease term ending), and include some
basis for calculating the new rent for option
period; it cannot say fair market rent at the time
of option.
5. Rent. Will the rent you pay include insurance,
property taxes, and maintenance costs (called a
gross lease); or will you be charged for these items
separately (called a net lease)? Ensure .
6. CAM Charges. Are capital expenses in CAM
(i.e., does CAM include the cost of replacing or
repairing HVAC or structural components of
building such as roof)? Are CAM charges capped
on an annual basis? Is there an audit right?
7. Use of the Premises. This distinction is
important if a tenant wishes to sublease space. If
use is narrowly defined, then there will be fewer
prospective sublease tenants.
8. Repairs. Does the lease clearly explain what
repairs the landlord or tenant is responsible for
(especially as applied to HVAC)? Does lease pass
landlord repairs through as CAM charges?
9. Insurance/Indemnity. Ensure insurance and
indemnity provisions are reasonable and that they
have adequate insurance prior to signing the lease.
This material has been prepared for informational purposes only and does not constitute legal advice.
Kenneth D. Farmer
YoungWilliams P.A.
210 E. Capitol St., Suite 2000
Jackson, MS 39201
tele: 601.948.6100
fax: 601.355.6136
Does lease include a mutual indemnity provision?
Does landlord indemnify tenant for landlord’s
negligence (or higher standard - gross negligence)?
10. Personal Guaranty. Avoid if possible. If
required, does the personal guaranty permit its
termination prior to the end of the lease term?
Does the personal guaranty cover just the
“guarantor” or “guarantor and its assigns”?
11. Assignment. Does the lease require landlord’s
consent to assign? If so, what threshold is
required (a) in Landlord’s sole discretion (it need
not justify its reason for giving or withholding
consent), or (b) may it only be unreasonably
withheld (a justifiable reason must be given for
withholding approval)? If lease is assigned, does it
also permit termination of the guaranty?
12. Tenant Buildout. Is buildout paid for by
landlord or a loan to tenant that must be repaid?
If landlord does not timely complete buildout, is
tenant entitled to (a) liquidated damages such as
free rent for each day of delay, or (b) right to
terminate lease if landlord’s failure continues
beyond a certain time period?
13. Defaults and Remedies. Ensure that lease
sufficiently describes what happens if one party
defaults, what remedies the other party has, and
provides sufficient notice in case of a default in
lieu of immediate eviction. Ensure you have
certain rights if the landlord defaults.
14. Right to Relocate Tenant. Many leases allow
the landlord to relocate tenant under certain
circumstances. The lease should be clear that if
this happens landlord will pay for the entire move
and the new space is substantially the same or
higher in quality than the existing space.