FDA Facility Registration

Engagement Agreement

1. PARTIES; EFFECTIVE DATE. This Engagement Agreement (this "Agreement") is made between Morsel Law PLC ("Attorney") and You ("Client"). The effective date shall be the date of the latest signed Agreement. This Agreement will not be fully executed unless and until written acceptance is confirmed via email to Client from Attorney.

2. SCOPE OF LEGAL SERVICES PROVIDED. This Agreement is for the purpose of Client hiring Attorney for the services defined as FDA Facility Registration Service. FDA Facility Registration Service is defined to include the following: The legal services provided by Attorney to Client will include the review, drafting and filing of Client's or Client's manufacturer registration with the U.S. Food Drug Administration ("FDA") ("Legal Services"). All other services will incur an additional charge.

Client understands that the Attorney does their best efforts in ensuring the registration application meets the FDA requirements. But sometimes the FDA disagrees with the Attorney's take on descriptions and naming conventions..

Attorney will provide the Legal Services, respond promptly to Client's communications, and keep Client apprised of all developments with the Client's facility registration. The Legal Services are provided on a "best efforts" basis and there is no guaranteed outcome..

3. CLIENT’S PROMISE. Client agrees to work together with Attorney throughout this Agreement, to be available when requested by Attorney, and keep Attorney aware of Client’s current contact information, including street address, telephone number(s), and email address at all times. Client’s failure to fulfill this promise, or any other promises within this Agreement, will lead to the termination of the Client-Attorney relationship by Attorney.

Client further understands that Attorney does not recommend Client make large purchases and/or investments in their products until the facility registration is complete. Client understands and agrees that Attorney is not responsible for any and all investments made by the Client into their products.

4. LEGAL FEE. The fee associated with this Agreement of $799.00 USD per facility will be placed in an interest on lawyer’s trust account (IOLTA). Client may be entitled to a refund of all or a portion of the fee if the agreed upon Legal Services are not provided. Attorney will return to Client any unearned portion of the fee. The legal fee is considered completely earned when Attorney files the registration application with FDA. Attorney may be entitled to partial payment should Client terminate the relationship prior to completion of the Legal Services. Please note that Legal Fees can change from time to time. Client understands that the Legal Fees associated with this agreement will expire once the services are rendered and the matter has completed.

5. ADMINISTRATIVE FEES. Any and all administrative costs are the Client’s responsibility and are in addition to the above stated legal fees, including any fees or costs associated with obtaining the DUNS for the facility.

6. TERMINATION. As it is in any professional relationship, Client has the right to terminate the lawyer-client relationship and discharge Attorney at any time during the duration of this Agreement. Attorney reserves the right to terminate this Agreement as well. If Client chooses to terminate this Agreement, Client must provide reasonable notice to Attorney and agrees to cover the expenses incurred prior to the termination, including but not limited to, payment for Attorney’s partially completed Legal Services. Should Client terminate the relationship, Attorney has the option to charge an hourly fee of four hundred dollars ($400.00 USD) per hour on the services provided prior to termination up to the flat fee rate.

7. SEVERANCE. In the event that one or more of the provisions of this Agreement shall be found by a court of law to be unenforceable, illegal or invalid, it shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the provision found to be unenforceable, illegal or invalid had never been contained in this Agreement.

8. COMPLETE AGREEMENT. This Agreement supersedes any prior or contemporaneous communications, representations or agreements between Attorney and Client and constitutes the complete and final agreement between the parties relating to this Agreement, this website or any services rendered by Attorney to Client. This Agreement contains the entire agreement of the parties. No other agreements, statements, or promises made on or before the effective date of this Agreement will be binding on the parties. This Agreement, and all terms herein, may only be modified by subsequent written agreement signed by both parties.

9. CONFLICTS; CLIENT CONFIDENTIALITY. Representation by Attorney is contingent on Attorney’s conflict check of Client. After confirmation that no conflict exists Attorney will send Client the fully executed Agreement via email. All the notes, writings, reports, research, and communications related to this matter will be maintained in strict confidence and are protected under the provisions of the Attorney-Client privilege.

10. GOVERNING LAW. This agreement shall be governed by the laws of the State of Michigan, without regard to its conflict of law provisions.

11. JURISDICTION; VENUE. For all disputes arising out of this Agreement, Client irrevocably consents to the personal jurisdiction of the state and federal courts in and for Oakland County, Michigan, USA, and irrevocably waive any claim you may have that any proceedings brought in such courts have been brought in an inconvenient forum. Any suit regarding or relating to this Agreement may only be brought in the state or federal court in and for Oakland County, Michigan, USA, which are the exclusive venue for any such suit.

12. SIGNATURES. The parties may execute this Agreement by electronic means and in electronic counterparts.