FIHT Subscription Services – Rules and Expectations

Last Updated: March 21, 2025

1. Monthly Subscription Offering

Service Hours: Embedded Counsel will provide a fixed number of service hours each month. These hours must be reasonably spread across the month, unless otherwise agreed upon in writing by Embedded Counsel. For example, if a client subscribes to 20 hours per month, these hours will be distributed to ensure consistent support throughout the month, such as 5 hours per week. This distribution ensures that each FIHT^TM receives reasonable weekly support.

Acknowledgement and Response Times: Acknowledgment times differ depending on the subscription level and can be expedited for an additional fee. For example, one subscription may include a 24-hour acknowledgment period for requests, while another might offer a 48-hour acknowledgment period. Acknowledgment time is not inclusive of weekends or holidays. The acknowledgment period is the maximum time allocated for Embedded Counsel to respond and confirm receipt of the request. Embedded Counsel will make every effort to acknowledge submitted requests as soon as reasonably feasible.

If two clients’ matters are received simultaneously and require the same resource to complete, the matters will be acknowledged and completed on a first-in-first-out basis. Embedded Counsel’s acknowledgment will include, at a minimum: (i) that the matter has been received; (ii) which Embedded Counsel staff member will lead support for the matter; (iii) any additional information or documentation needed from the client; and (iv) the expected time for completion (i.e., turnaround).

2. Scope of Services

Included Services: The FIHT^TM monthly subscription covers the following Services:

Contract Review: Reviewing and advising on various contracts, including customer and vendor agreements, employment contracts, and lease agreements.
Legal Consultations: Providing legal advice on various corporate and commercial matters, such as board and shareholder issues, regulatory compliance, intellectual property, data privacy and security, artificial intelligence, and employment law.
Compliance Advice: Advising on compliance with local, state, and federal regulations, including industry-specific requirements.
General Corporate Legal Support: Assisting with day-to-day legal needs, such as drafting policies, handling minor disputes, and providing strategic legal advice.

Out-of-Scope Services: The subscription does not include the following services, which will require additional arrangements, either on a per-project flat fee basis or otherwise:

Litigation: Representation in lawsuits or legal disputes.
Mergers and Acquisitions: Legal support for buying, selling, or merging businesses.
Specialized Regulatory Compliance: In-depth compliance work for highly regulated industries, such as healthcare or finance, including audits, certifications, or similar frameworks.
Intellectual Property Disputes: Addressing complex IP matters, such as patent infringement cases or prosecutions. Embedded Counsel will utilize its network of vetted and capable firms and attorneys for these issues.

3. Calculation of Monthly Service Hours

Determination: Service Hours depend on the monthly subscription level. For instance, if a client subscribes to 20 hours monthly, these hours are tracked and reported each month as “Embedded Counsel” time rather than “per attorney” or “per staff member.” Unused hours do not roll over to the next month.

Exclusions: Certain services Embedded Counsel provides are considered investments in the client’s business and do not count against the monthly Service Hours limit. Examples include:

Initial Consultations and Onboarding: Introductory meetings to understand the client‘s needs and scope of work, including two (2) 60-minute onboarding calls with key client stakeholders.
Monthly Meeting: A thirty (30) minute month–in–review meeting to discuss the past month’s activities, priorities for the next month, and to ensure Embedded Counsel’s legal strategy remains aligned with the client’s business goals.
Add-On Services Discussions: Meetings with the client to explore additional services offerings and collaborations.

4. Renewal Perks

Hours and Cost: Renewal Perks are additional services provided to eligible clients at no additional cost and do not count against the monthly Service Hours limit.

Eligibility: Renewal Perks are earned after three (3) consecutive months of subscription service enrollment. For example, a client who has been subscribed for three (3) months will be eligible for Renewal Perks during the following three (3) months.

Refresh: Renewal Perks are refreshed three (3) months after being earned. For instance, if a client earns a perk which becomes available January 1st, the perk will be forfeited if unused by March 31st. As of April 1st, the client shall only be eligible for any Renewal Perks earned in the three (3) consecutive months prior.

Current Renewal Perks:

Training: Sessions led by Embedded Counsel personnel on a legal, business, or operational topic of the client’s choice.
- Startup: One 30-minute training session during the following quarter, provided the client remains subscribed to a FIHT^TM Startup or higher Subscription Level.
- Commercial: Up to two 30-minute training sessions during the following quarter, provided the client remains subscribed to a FIHT^TM Commercial or higher Subscription Level.
- Growth: Up to three 30-minute training sessions during the following quarter, provided the client remains subscribed to a FIHT^TM Growth Subscription Level.
Board and Leadership Meetings:
- Startup: Attend a 60-minute leadership meeting during the following quarter, provided the client remains subscribed to a FIHT^TM Startup or higher Subscription Level.
- Commercial: Attend a 60-minute leadership meeting during the following quarter OR attend a Board meeting of the client’s parent company and take minutes, provided the client remains subscribed to a FIHT^TM Commercial or higher Subscription Level.
- Growth: Attend a 60-minute leadership meeting during the following quarter AND attend a Board meeting of the client’s parent company and take minutes, provided the client remains subscribed to a FIHT^TM Growth Subscription Level.

5. Standard Working Hours

Hours of Operation: Embedded Counsel‘s staff is available Monday through Friday, 9:00 AM to 5:00 PM (ET). Clients can expect responses and services during these hours. If a client requests services outside these hours, Embedded Counsel must agree in writing. An additional hourly fee of $400 will apply, and the time will not count toward the subscription’s Service Hours limit, but be considered an overage for the month.

Meetings: Clients may schedule meetings directly with Embedded Counsel staff members by email or the staff member’s booking link. Clients must contact Embedded Counsel staff directly to schedule same–day meetings. Unless the client confirms directly with an Embedded Counsel staff member, Embedded Counsel staff cannot hold a meeting the same day.

Holidays: Embedded Counsel’s holiday schedule is available in the Appendix. If a client requests services during holidays, Embedded Counsel must agree in writing to provide those services. A premium fee of $500 will apply, and the time will not count toward the subscription’s Service Hours limit, but be considered an overage for the month. Please note that Embedded Counsel will be closed from Christmas Eve to New Year’s Day. In December, clients will receive a prorated invoice for their Service Hours, which will be 75% of the regular monthly fee.

Personnel Vacations: All Embedded Counsel attorneys, staff, and other personnel must take reasonable vacation days throughout the year. We will update personnel calendars and notify clients at least two (2) weeks in advance of any planned time off lasting three (3) or more business days (excluding holidays). Embedded Counsel will strive to provide backup support for ongoing services to avoid client disruption.

6. Strategic Planning Sessions and Month-in-Review Meetings

Strategic Planning Sessions: During the onboarding process, and by client request, client may meet with Embedded Counsel for a strategic planning session to align legal strategy with the client’s business goals. These sessions: (i) identify key legal needs; (ii) set priorities; and (iii) establish a roadmap for ongoing support.

Month-in-Review Meetings: Clients and Embedded Counsel will hold monthly review meetings to: (i) assess progress; (ii) address any issues; and (iii) plan for the upcoming month. These meetings ensure Embedded Counsel is meeting the client’s needs and provide an opportunity for feedback and adjustments.

7. Code of Conduct

Client Conduct: Clients are expected to act respectfully towards all Embedded Counsel attorneys and staff. This includes:

Professional Behavior: Embedded Counsel kindly asks that clients keep a friendly and professional attitude in all communications with Embedded Counsel attorneys, staff, and any other team members, including third parties Embedded Counsel works with. This means avoiding any kind of rudeness, disrespect, harassment, discrimination, or inappropriate actions.
Timely Communication: Embedded Counsel kindly asks clients to respond to emails, phone calls, and other requests from Embedded Counsel as soon as possible. Timely communication is essential for Embedded Counsel to offer the best legal representation possible.
Adherence to Schedules: Embedded Counsel kindly requests that clients provide necessary documents, information, and other materials in a timely manner. This helps Embedded Counsel avoid delays in legal projects and proceedings. Adhering to the agreed-upon schedules is important, as it allows Embedded Counsel to effectively meet deadlines and deliver the best possible results for clients.
Respect for Embedded Counsel Policies: Embedded Counsel kindly asks clients to respect and follow these Rules and Expectations, as well as any confidentiality agreements and other guidelines provided by Embedded Counsel.

Embedded Counsel Conduct: Embedded Counsel, its attorneys, staff, and other personnel engaged on Embedded Counsel’s behalf to support client business will conduct themselves professionally and respectfully with the client, its employees, customers, and vendors. This includes:

Clear and Timely Updates: Embedded Counsel will provide regular updates on ongoing matters, ensuring that clients are kept informed about the status and progress of their cases. This includes timely communication of any significant developments or changes.
Confidentiality: All client communications and information is protected by attorney-client privilege, and the Massachusetts Rules of Professional Conduct obligate Embedded Counsel to keep client information strictly confidential and must undertake all reasonable efforts to refuse any requests for client information, including requests from law enforcement or regulatory agencies. Additionally, Embedded Counsel will take all reasonably necessary measures to protect client data from unauthorized access.
Integrity: Embedded Counsel will act ethically in all dealings with clients, third parties, and the courts. This includes providing truthful and accurate information, avoiding conflicts of interest, and adhering to attorney rules of professional conduct.
Professionalism: Embedded Counsel will maintain a high standard of professionalism in all interactions, treating clients, their employees, and other stakeholders with respect and courtesy. This includes being punctual, prepared, and responsive in accordance with the terms of the applicable Legal Services Agreement, including any applicable Exhibit(s).
Quality of Service: Embedded Counsel is committed to delivering high-quality legal services that meet the needs and expectations of its clients. This includes staying informed about relevant legal developments, continuously improving attorney and staff skills and knowledge, and providing practical and effective legal solutions.

8. Compliance with Rules and Expectations

Client Compliance: Clients are expected to comply with these Rules and Expectations. Non-compliance may result in additional fees or termination of services. Embedded Counsel reserves the right to terminate its representation of a client if the client fails to adhere to these Rules and Expectations. Termination of representation will be carried out in accordance with applicable ethical and legal standards. Embedded Counsel will not, to the extent permitted by law and applicable ethical standards, be liable for any consequences arising from such termination.

Firm Compliance: Embedded Counsel will adhere to these Rules and Expectations and provide the agreed–upon services.

9. Modifications to Rules and Expectations

Notice: Embedded Counsel may modify these Rules and Expectations at any time, for any reason, upon providing one (1) calendar month’s written notice to clients. For example, if Embedded Counsel decides to change its billing practices or service offerings effective June 1st, clients will be informed at least one (1) month in advance (i.e., by the end of April).

10. Contact for Questions or Violations

Action Required: If a client has any questions regarding these Rules and Expectations, or if a client discovers potential violations (e.g., a discrepancy in billing or concerns about service quality), please contact John S. Pothier at john.pothier@embeddedcounsel.com.

Appendix A

The following 2025 dates will be observed by Embedded Counsel as holidays:

January 1: New Year’s Day
January 20: Martin Luther King Jr. Day
February 14: Valentine’s Day
February 17: Presidents’ Day
March 17: St. Patrick’s Day
April 18: Spring Observance

April 21: Patriots’ Day
May 5: Spring Observance
May 26: Memorial Day
June 19 – 20: Juneteenth
July 3 – 4: Independence Day
August 18: Summer Observance
September 1: Labor Day
September 5: Summer Observance
October 13: Columbus Day
November 10 – 11: Veterans Day
November 27 – 28: Thanksgiving
December 23 – 31: Christmas Eve to New Year’s Eve