Attorneys admitted in California, Michigan, and New York.
3101 OCEAN PARK BLVD, STE 100, SANTA MONICA, CA 90405
This letter is the agreement between you and Inhouse Counsel, PC (“Inhouse Counsel,” “the firm,” “we,” or “us”) when you subscribe to our Inhouse Counsel plan. It explains what we do, what we don’t, what you pay, and how we work together. When you accept it electronically and after we email you that we cleared our conflict check, you become our client and this agreement takes effect.
Inhouse Counsel is a business law firm serving clients across the country, with attorneys licensed in California, New York, and Michigan. Our mission is to serve the large group of people and businesses not well served by traditional law firms.
We don’t work like a traditional firm. There is no retainer or hourly meter running against it. Our lawyers act as your outside general counsel. We oversee your legal work, whether it is done by you, by AI, or by an outside firm we help you manage. You pay a low, flat monthly rate that can scale along with any supplemental flat fees for the work you need.
We follow all of the professional duties of a law firm. Every one of our lawyers has at least seven years of experience and came from a top law firm or company.
We are the exclusive law firm licensee of the Inhouse AI platform, legal technology built and operated by Inhouse AI, Inc. Inhouse AI, Inc. and Inhouse Counsel, PC are separate companies that work together to serve you. (See “MSO Structure and Separate Entities” below.)
You become our client only when both of these happen:
Paying for the plan does not, by itself, make you a client. If our conflict check turns up a problem, we’ll tell you and refund your payment.
Using the Inhouse AI plan alone (the software, without the Inhouse Counsel plan) does not create an attorney-client relationship and is not covered by this letter.
Your membership includes one consultation per month, capped at one hour of total attorney time. That hour covers everything: our prep, our communication with you, and any short work or follow-up. Hours do not roll over between months.
An hour isn’t a lot, so we encourage you to specify what to focus on. If you send us a 20-page MSA and an hour-long AI chat, we can skim the chat and get the gist of the document, but we can’t proofread and give an exhaustive review. So point us at what matters most.
Your base membership covers guidance and brief, high-level reviews: practical, plain-language legal advice about your situation and your documents in the lawyer’s limited preparation time, delivered to you in writing or on your call.
Your base membership does not include:
Most of these are available as add-on legal work (see below).
All consultation rescheduling, cancellations, no-shows, and other related scheduling issues are governed by our Scheduling, Rescheduling, and Missed Consultations Policy, which is incorporated herein by reference.
If you want us to spend more than your included hour, negotiate on your behalf, draft or redline a document, or represent you in court on a matter, we’ll give you a written proposal with the scope and the flat fee, and we won’t begin until you say yes. Anything you approve is covered by this agreement.
Scope changes. Any change to your scope of work—including requests for additional hours, new types of work, or ongoing monitoring—must be approved by us in writing before we begin. Changes are typically documented via email or a separate scope letter. Requests to work outside the agreed scope will be met with a new written proposal.
When we connect you with another law firm, it may be as a referral or a co-counsel. We may split the fees with them and stay active as co-counsel or collect a referral fee. This does not interfere with our professional judgment. We do our best to vet the firm, negotiate a fair price, and help manage them, but we are not responsible for their work.
Our attorneys are licensed in California, New York, and Michigan, and have represented business clients coast to coast on general business matters. For clients in other states, here’s the line we draw:
We can:
We can’t:
When a matter needs a lawyer with different expertise or one licensed in your state, we can help bring in local counsel at discounted member rates.
If you identify a business at checkout, by default, we represent your business, not you personally, and not your owners or employees as individuals. If you don’t identify a business, we represent you personally. We don’t represent anybody else in this transaction, not your family member, friend or coworker. If somebody else wants our legal help, they should sign up separately.
If your business is a single-member entity, the line between “the company” and “you” can blur; we’ll flag it if a conflict between your interests and the company’s ever comes up.
Before we represent you, we run a conflict check. As noted above, paying for the plan doesn’t automatically make you a client. If we find a conflict, we’ll tell you and refund your payment. We will never disclose your confidential information, whether or not we end up representing you.
Because we serve many small businesses at once, you agree to a reasonable advance waiver: you consent to us representing other clients in unrelated matters, even if they’re adverse to you, as long as the matters aren’t substantially related and we don’t use your confidential information against you. This waiver does not cover a conflict where we’d be directly adverse to you in the same or a substantially related matter. If that ever arose, we’d come back to you for specific consent, or decline.
Inhouse AI, Inc. and Inhouse Counsel, PC are separate legal entities. Inhouse AI, Inc. is not a law firm and does not provide legal advice. Its personnel are not authorized to provide legal advice. Your attorney-client relationship and the confidentiality and privilege protections described in this letter apply solely to Inhouse Counsel, PC and its licensed attorneys, not to Inhouse AI, Inc. or its employees.
For clarity: Inhouse AI, Inc. provides technology and operational support services. Inhouse Counsel, PC provides legal services. The two entities operate independently and each is solely responsible for its own obligations. Neither has authority to bind the other.
How the AI acts on your behalf. When you interact with the Inhouse AI platform, you may communicate with the AI, with our attorneys, with employees, or with third-party contractors or service providers. Each of these may act as your agent in communicating with us and instructing us regarding your legal matters. This includes artificial intelligence agents, automated systems, software, or other technology acting at your direction or on your behalf (each, an “Authorized Agent”).
You acknowledge and agree that we are entitled to rely on each Authorized Agent—including the Inhouse AI platform itself—as an authorized representative of you. We have no obligation to verify, confirm, or seek independent authorization from you for any direction, instruction, information, or communication provided by an Authorized Agent. You will be liable for all acts, omissions, instructions, communications, and information of each Authorized Agent, whether or not within its actual or apparent scope of authority and whether or not at your direction, as if you had committed such acts or omissions or provided such instructions directly.
Privilege treatment. Using the Inhouse AI platform and other third-party technology to communicate with us creates important questions about privilege that courts have not yet fully settled. Here’s what you need to know:
By using the Inhouse AI platform and communicating with us through Authorized Agents, you acknowledge these risks and agree that we make no representation or warranty as to whether any third-party technology or your use of such technology will be protected by attorney-client privilege or work product protection.
General. To serve you efficiently, we use third-party cloud storage, payment processors, email systems, collaboration platforms, and other vendors. We may share your confidential information with these vendors in order to deliver services to you. All vendors are bound by confidentiality agreements consistent with our professional obligations.
Your responsibility. When you approve use of a particular third-party platform or vendor (such as Slack, Microsoft Teams, or a shared cloud storage system), you represent and warrant that:
Our responsibility. We remain primarily responsible for our own vendors’ performance. However, we are not responsible for security breaches, data loss, or other failures of third-party vendors unless such failures result from our negligence or willful misconduct. Third-party platforms and vendors make no warranties, and we disclaim all warranties with respect to them.
Electronic delivery and communications. We will communicate with you via email, the Inhouse platform, Slack, or other electronic means, and you agree that electronic delivery constitutes valid delivery under law. You agree to keep your contact information (including email addresses and platform identifiers) current at all times.
On the Inhouse AI plan alone (without Inhouse Counsel plan): Your conversations with the AI are confidential but not privileged. We won’t share them with advertisers, but we may share them with third-party legal service providers to identify opportunities and reach out to you. You consent to this review and outreach by subscribing to that plan.
On the Inhouse Counsel plan: Your communications are treated as privileged and protected (see “Privilege” below).
When you’re on the Inhouse Counsel plan, we treat your communications with the Inhouse AI platform and our attorneys as privileged, because the AI serves as intake and assistance for your lawyer. We would refuse to disclose those communications to third parties.
Some important limits:
In the course of representing you, we may use proprietary AI tools and third-party services to assist our attorneys in legal analysis, document review, drafting, research, and other functions. All outputs and analyses generated through these tools are treated as confidential attorney-client communications and attorney work product, subject to our professional obligations and applicable law. Using AI tools to assist in legal analysis does not waive attorney-client privilege or work product protection, provided the work is performed or reviewed by our licensed attorneys as part of their legal advice to you.
We staff matters for efficiency. The attorney who works on one matter may not work on your next matter. You may request to work with a particular attorney, and we’ll make reasonable efforts to accommodate that request, but such requests may result in slower turnaround consistent with that attorney’s obligations to other clients. We maintain high quality standards across all our attorneys regardless of assignment.
Payment terms. Your monthly subscription fee is due upon receipt of invoice. Supplemental work and additional consultation hours are billed according to the written proposal or scope letter you’ve approved. Payment is due within 30 days of invoice.
Late payment. If an invoice remains unpaid 30 days after the invoice date, we may:
Cost reimbursement. Certain out-of-pocket expenses (filing fees, court costs, third-party vendor fees, etc.) may be billed separately to you.
Billing disputes. If you have a question about a fee or cost charged, please let us know. We welcome discussion about reasonableness. For disputes about our fees that cannot be resolved informally, you have the right to fee arbitration through the State Bar of California (Business and Professions Code § 6200–6206) at no cost to you.
When our engagement ends, your file is yours. On request, we’ll return it and all documents you’re entitled to. However, we retain our internal working notes, drafts, strategy memoranda, research notes, and other attorney work product for our own records and for our protection.
You can cancel your plan at any time without penalty. We can also withdraw where our professional rules allow, and we’ll give you reasonable notice and take steps to protect your interests when we do.
When the engagement ends, your file is yours. On request we’ll return it and any documents you’re entitled to. Ending your Inhouse Counsel plan may end the privileged status of communications going forward (see “Privilege” above), and may change your access to the Inhouse AI platform under its separate terms.
Post-termination. After our engagement ends, we may (but are not obligated to) respond to audit letter requests from third parties regarding you, though such response should not be understood as reviving an attorney-client relationship. We may also, from time to time, inform you of developments in law that may be of interest to you, but such communications are not and should not be understood as reviving an attorney-client relationship or creating ongoing obligations, unless we’ve been engaged in writing to do so.
As a law firm serving many clients, we may face questions or issues involving our professional responsibilities, ethical obligations, conflicts of interest, technical compliance, or disputes with clients. When such issues arise, we may seek advice from our professional responsibility counsel or general counsel. We treat such consultations as privileged and protected communications. You consent in advance to our consulting with our own counsel on such matters, and you agree that such consultations will not waive any attorney-client privilege we may have with our own counsel.
We can only do good work if you:
You agree we can communicate with you and deliver documents electronically (through the platform, by email, and by other electronic means), and that electronic delivery counts as delivery.
Inhouse Counsel, PC does not currently carry professional liability (“malpractice”) insurance. We’re telling you this because our professional rules require us to inform you, in writing, when the firm doesn’t carry that coverage.
We guarantee that the legal work we do within the agreed scope will be handled with care and professionalism. We do not guarantee any particular result or outcome.
We offer a 24-hour satisfaction guarantee on both the legal plan and any consultation. If you’re unhappy for any reason, ask for a refund within 24 hours of your purchase or your consultation. This guarantee applies only to the plan fee or consultation fee itself and does not waive any other rights or obligations under this agreement.
With your permission, we may feature your name, face, or logo in our marketing. We will never share the details of your legal matter without your consent.
Your right to fee arbitration (California). If we ever have a dispute about our fees or costs, California law (Business and Professions Code sections 6200–6206) gives you the right to have that dispute resolved through non-binding arbitration run by the State Bar or a local bar association. Before we take any action against you to collect fees, we’ll notify you of this right. This process is voluntary for you and is separate from the arbitration described below.
Arbitration of other disputes. Except for the fee-arbitration right above, and except that either of us may bring a matter in small claims court, you and we agree that any other dispute arising out of or relating to this agreement or our services, including any claim of professional negligence, will be resolved by binding arbitration before JAMS in California, under its applicable rules and under California law. This means you and we are giving up the right to a jury trial for those disputes. Arbitration does not change or limit our professional responsibilities or our liability for the work we do. It only changes where and how a dispute is decided.
Please consider independent advice. Because this arbitration provision affects important rights, including your right to a jury trial, you may wish to consult an independent lawyer before agreeing to it.
Governing law. This agreement is governed by the law of the State of California.
Entire agreement / changes: This letter, plus any written add-on proposals you approve, is our whole agreement. We may update it, and we’ll give you notice of material changes.
Severability: If any part of this letter is unenforceable, the rest still applies.
Acceptance: You accept this letter electronically when you purchase the Inhouse Counsel plan. Your electronic acceptance has the same effect as a signature.
