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Appendix A (Basic Form of Contract)
CONTRACT
AGREEMENT made this _______ day of ____________, 20_____, between ______________________, hereinafter called "_______________", and ______________________, hereinafter called "_____________".
WHEREAS, ________________;
WHEREAS, ________________; and
WHEREAS, ________________;
NOW THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree as follows:
1. Recitals. The parties agree that the foregoing recitals are true and correct and incorporated herein by this reference.
2. __________________.
___. Miscellaneous. Time is of the essence of this agreement. This agreement is made in the State of Florida and shall be governed by Florida law. This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. This agreement may be signed in more than one counterpart, in which case each counterpart shall constitute an original of this agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover its reasonable attorneys fees from the other party for all matters, including but not limited to appeals. Pinellas County, Florida, shall be proper venue for any litigation involving this agreement. This agreement may not be assigned or delegated by either party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.
____________________________ ________________________(Seal)
____________________________
Witnesses
____________________________ ________________________(Seal)
____________________________
Witnesses
Appendix B (Basic Form of Notary Acknowledgement)
STATE OF FLORIDA
COUNTY OF ____________
The foregoing instrument was acknowledged before me this _____ day of __________________, 20____, by _________.
Notary Public-State of Florida:
sign_________________________________
print________________________________
Personally Known _____; OR Produced Identification ______
Type of Identification Produced: ____________________________
Affix Seal Below:
Appendix C (Sample Letter of Intent Form)
LETTER OF INTENT FOR POSSIBLE
CONTRACT FOR SALE OF ASSETS
Possible Seller: _____________________________
Possible Buyer: _____________________________
Business: _____________________________
Date: ______________, 20_____
This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the Business named above from the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding agreement. This is merely an outline of possible contract terms for discussion purposes only. This is being signed in order to enable the Possible Buyer to apply for financing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are attached hereto, but the terms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer. The word "shall" is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will be legally binding.
____________________________ ________________________
____________________________
Witnesses
____________________________ ________________________
____________________________
Witnesses
Appendix D (Sample Hourly Attorney’s Fee Agreement for Probate)
IN THE CIRCUIT COURT FOR ______________ COUNTY, FLORIDA
PROBATE DIVISION
FILE NUMBER _________
IN RE: ESTATE OF
______________________,
DECEASED.
______________________________________/
ATTORNEY’S HOURLY FEE AGREEMENT
AGREEMENT made between the following persons:
Personal Representative: _____________________________
Attorney: _____________________________
Residuary Beneficiaries: _____________________________
Whereas, Attorney is about to undertake the performance of substantial legal services on behalf of the Personal Representative, for which Attorney shall be paid fees and costs, and the Florida Bar’s Rules of Professional Conduct encourage attorneys and clients to enter into fee agreements at the commencement of representation in order to avoid the possibility of misunderstandings, and the Florida Probate Code requires that attorney fee agreements be signed by the Personal Representative and by the persons bearing the impact of the fees;
Now therefore, in consideration of their mutual promises stated herein, the parties hereby agree that:
1. Hourly Rates. The Personal Representative has retained Attorney to provide legal services to the Personal Representative for administration of the above probate estate in Florida at hourly rates of $_____ for attorney time and $_____ for paralegal time for all matters handled, including but not limited to ordinary services and extraordinary services.
2. Limitation on Fees. Notwithstanding the foregoing, Attorney agrees not to bill fees for ordinary services of Attorney that would exceed the percentage fees provided for in Florida Statutes Section 733.6171.
3. Monthly Bills. Fees shall be billed by Attorney and paid by the Personal Representative out of the assets of the Estate on a monthly basis. Costs incurred for copies, postage, long distance, fax, FedEx, filing fees, and other items shall also be billed and paid at least monthly.
4. No Statutory Percentage Fees. The parties agree that the provisions of this Fee Agreement replace the provisions of the applicable statutes and case law and that Attorney will not charge fees based upon a percentage of the assets or income of the probate estate. (Florida Statutes Section 733.6171 provides that the following is presumed to be reasonable compensation for ordinary services by the attorney for the Personal Representative: $1,500 for the first $40,000 plus $750 for the next $30,000 plus $750 for the next $30,000 plus 3% of the rest of the inventory value and income of the probate estate for ordinary services. The statute also provides that the attorney, personal representative and persons bearing the impact of the compensation may agree to compensation determined in a different manner. The statute also provides that attorneys are entitled to additional compensation for extraordinary services, such as real estate, adversary proceedings, homestead, tax matters, business, etc.)
5. Fee Proceedings. If the matter of fees and costs is submitted to the Court for review or determination at any time, fees and costs shall be billed by and paid to Attorney for such fee proceeding on the same basis as other fees under this Agreement; i.e., billed and paid at least monthly. In addition, attorneys testifying as expert witnesses on the matter of fees shall be entitled to fees at their usual hourly rates, which shall be paid out of the estate.
6. Joint Representation. The parties agree that Attorney represents ________________ in his or her capacity as Personal Representative of the Estate and also in his or her capacity as Successor Trustee of THE ______________ TRUST. The parties understand the potential conflict of interest arising from representation of multiple parties in multiple roles. They understand that if a conflict should ever develop between the multiple clients concerning the Estate or Trust, then Attorney would not be able to represent either of the clients in that conflict. The Personal Representative, Trustee and residuary beneficiaries are encouraged to engage his or her own separate lawyer before signing this agreement if they desire legal advice concerning this Fee Agreement or concerning any other aspect of the probate estate or Trust.
Under penalties of perjury, we declare that we have read the foregoing, and the facts alleged are true, to the best of our knowledge and belief.
Attorney:
______________________________ Date:_________, 20____
Personal Representative:
______________________________ Date:_________, 20____
Residuary Beneficiary:
______________________________ Date:__________, 20____
