Flat Rate Legal | A Service of Michael H. Cohen, Esq.

Our flat rate structure provides selected clients with efficient and cost-effective representation, targeted to a specific checklist of tasks. For clients with complex legal situations, we use the flat rate checklist to help estimate a range for the entire project.


Legal Service	Flat Fee	Includes
Contract Drafting Contract Review	$2,500 per contract $1,500 per contract	Distribution agreement Employment agreement Film distribution agreement Independent contractor agreement Joint venture agreement Licensing and royalty-sharing agreement Marketing and sales agreement Partnership agreement Publishing agreement Technology transfer agreement Stock purchase agreement Other agreements
Specialized contracts	$500 per contract $4,000 per contract	Nondisclosure agreement Buy-sell agreement
Federal Trademark	$1,250 per application	90 minutes of intake/advice regarding strategy Trademark searches Classification of goods or services Initial application/filing to USPTO [1]
E-commerce forms	$1,000	Disclaimer, privacy policy, user agreement/terms of use

Note: This is not an offer or a contract, but a menu of possible options, and is subject to a mutually signed legal services agreement between the law firm and the client. Any additional services not described in this chart may be provided, at Law Firm's option, on an hourly fee basis.

[1] Follow-up publication and Response to USPTO if necessary are available by separate hourly fee arrangement.


Forming a General Corporation [1]
Legal Service	$1,500 [2]	Est. Hours
Review Applicable State Statute and Prepare Articles of Incorporation		0.5
Minutes of Action by Incorporator		0.4
Prepare bylaws.		2.5
Waiver of Notice and Consent to Holding of Organizational Meeting of the Board.		0.25
Script for Organizational Meeting of the Board.		1.25
Minutes of Organizational Meeting of the Board.		0.75
Statement of Information filing with the California Secretary of State.		0.3
EIN.		0.45
Investment Representation Letters for founding shareholders.		0.75
Sub-chapter S election filing (Form 2553).		0.5
Preparation of stock certificates (including appropriate legends).		1.0
Notice of Transaction filing with the California Department of Corporations.		0.65
	$1,500 [2]	9.3 hours mulitplied by a typical firm's hourly rate of $350 could have cost you $3,255!

[1] This chart is for a general corporation and is not for the formation of a LLC, LP, or LLP, all of which are different.

Unlike online incorporation services, you get real attorney advice on critical legal issues that could affect the future of your business; you also get critical corporate documents tailored to your business where online services only give you generic samples.

[2] Does not include the state filing fees or the fees for purchasing a corporate records/minute book. Those fees are an additional $200 approximately. Also does not include: registered agent service; business license; zoning permit and seller’s permit or any specialized licenses or permits if applicable; state employer number and payroll arrangements; buy-sell or shareholder agreement; trademark, accounting, or securities law advice.


			Type of client	Non-licensed Practitioner	Licensed Practitioner	Group Practice, Integrative Care or Wellness Clinic or Center, Medical Spa, or other Facility
	for example [2]			Energy healer; Hypnotherapist; Homeopath; Lay Naturopath; Herbalist or Nutritional consultant.	Clinical Psychologist, Therapist or Counselor; Dentist; MD/DO; DC; NP/RN.	Group practice, Integrative care center (such as MD, DC, LMT, Nutritionist, and Reiki Practitioner); Multidisciplinary Wellness Clinic; Medical Spa; Health Care Practitioner who joins one of the above.
	Flat Fee Range			$2,500—$3,500	$6,000—$9,000	$9,000—$15,000
						Services include advise & drafting concerning all the practitioners in the practice, center, clinic or spa.
Legal Review & Advice Relating to the Practice
	Malpractice liability risks relating to therapies the practitioner offers.
		Risk of prosecution for unlicensed practice of medicine, psychology or other professions.
		Claims and/or guarantees made in the practice.
		Use of any potential “medical devices” under the federal Food, Drug & Cosmetic Act. [3]
		Dietary supplement recommendations.
		Dietary supplements sales.
		FDCA risks relating to off-label or experimental therapies.
		Primary/integrative vs. CAM-only care (for MD/DO).
		Disciplinary issues (including standard of care).
		Scope of practice issues.
		Insurance (Medicare) issues (par v. non-par v. opted out).
		Insurance (CPT and E&M coding for super-bill; issues of upcoding, unbundling, medical necessity, scope of practice, discounts and waivers, fraud and abuse “incident to” billing.
		Facilities license (if applicable).
		Professional liability insurance (coverage of CAM; medically necessary v. experimental)
		General liability insurance (e.g., spa liability; general business liability; employee benefits liability; group health insurance; healthcare billing errors and omissions; directors and officers; employment practices; workers compensation).
		Vicarious liability for acts of associated practitioners.
		“Medical mall” vs. “center” model.
		Analysis of Stark and federal anti-kickback issues for illegal business arrangements (such as splitting fees between MD, Center and practitioner).
		Write memo analyzing Stark, anti-kickback and fee-splitting issues and outlining compliant compensation arrangements.
		State self-referral and anti-kickback issues and design of flow-of-payments.
		Contract between MD/DO and Center/Clinic/Practice/Spa.
		Legal and contractual issues involving service as medical director.
		Contract between non-medical Practitioner and Center/Clinic/Practice/Spa.
		Medical supervision issues (e.g., Botox, spa therapies).
		Legal Review & Advice Relating to Marketing Materials (including brochures and main website).
		FDA (Food and Drug Administration) issues concerning claims and labeling
		FTC (Federal Trade Commission) issues concerning claims, testimonials & endorsements
	Draft Legal Forms.
	General Informed Consent Form for medicine, chiropractic, acupuncture, massage, etc. (or non-licensed practitioner if state law mandates disclosures).
	Nutrition Notice (if applicable—e.g., CA).
	FTC/FDA Disclaimer for main website and marketing materials.
	Privacy Form (non-HIPAA, mirror form; or HIPAA manual if billing electronically).
	Medicare ABN Notice and Patient Assignment or Waiver Forms.
	Non-participation letter for insurance companies with whom MD/DO has contract through medical school or hospital affiliation, managed care or MSO contracts.
	Letter to malpractice carrier regarding coverage of CAM.
	Recommended Additional Services (a la carte project fees or hourly): Advice and Drafting
	Advice on Choice of Entity & Incorporation (including professional service or professional medical corporation).
	Advice on intellectual property protection (copyright, trademark, trade secrets).
	HIPAA Manual and Forms (including Business Associate form).
	Agreements covering speaking/consulting, distribution, other services.
	Chart review (MD/DO only).
	Specialized consent forms (e.g., Lyme disease, IV therapies, IPT, heavy metal challenge diagnostic testing, etc.).
	Review of facilities lease.
	Develop or review credentialing & quality assurance plan for practitioner selection, and documentation.
	CLIA advice (chemical services, lab tests, blood fluids); scope of practice and standard of care issues regarding lab tests.


Legal Service	$2,500 [1]	Est. Hours
Select name. Check name requirements (for example, in CA the name of a medical corporation is restricted to the name or surname of one or more of the present, prospective, or former shareholders who are physicians). Check with the Secretary of State or other office on availability of selected name.		0.5
Review Applicable State Statute and Prepare Articles of Incorporation or other founding document.		0.5
Prepare bylaws.		1.5
Have incorporator(s) and named first director(s), if any, sign articles.
File articles with the Secretary of State.		0.25
Order corporate package, including seal, stationary, etc.
Give required notice of first meeting of board of directors or secure waiver of notice.		1.0
Hold first meeting of board of directors.		2.5
Prepare corporate books and minutes of first meeting.		1.5
Prepare and submit application for certificate of registration (including required data, documents, and registration fee) to appropriate professional board (e.g., California Medical Board).[2]		2
Issue stock with appropriate legend as specified in rules of appropriate board (for example, in CA the share certificate must contain a legend setting forth the restrictions of subsection b of Section 1345 of Title 16 California Code of Regulations).		0.5
Obtain federal employer identification number.		0.5
If desired, file S election with IRS.		.75
	$2,500 [1]	14 hours mulitplied by a typical firm's hourly rate of $350 could have cost you $4,900!

[1] $2,500 flat fee is exclusive of state and professional board filing and associated fees, which can be in the $400 range depending on the state.

[2] We do not making filings with EDD or similar entities, but can refer clients to an appropriate payroll/HR advisor.

Unlike online incorporation services, you get real attorney advice on critical legal issues that could affect the future of your business; you also get critical corporate documents tailored to your business where online services only give you generic samples.


Type of client			Manufacturer of a dietary supplement, nutraceutical, or cosmetic product [1]
Flat fee - 1^st label			TBA
Flat fee - 2^nd label			TBA
Flat fee - subsequent labels			TBA
1. *Review and Advise on Product Names and* Claims/Indications for Health or Nutrient Content Claims**	Review for nutrient content claims.
	Review for health claims.
2. *Review Product Names and* Claims/Indications for Implied Disease Claims (vs. allowed structure/function claims) and Advise**	Check whether product names and claims make product meet the FDCA definition of “drugs” by making implied disease claims. Include all labeling in review (i.e., website material within one click of product claims and any brochures). Specifically, check product names and claims against:	FDA, Certain Types of Statements for Dietary Supplements.
		FDA Regulations on Statements Made for Dietary Supplements Concerning the Effect of the Product on the Structure of Function of the Body (Jan. 6, 2000).
		Guidance for Industry: Structure/Function Claims, Small Entity Compliance Guide (Jan. 9, 2002).
		FDA warning letters.
		Case law.
		Law review articles/FDLI website.
		Comparable products as appropriate.
3. Review Product Names and Claims/Indications against State Law and Advise	Review State food and drug law.
	Review State consumer protection act.
	Review state law governing deceptive advertising and false/misleading claims.
4. *Review Product Names, Claims/Indications, and* Ingredients, for OTC Drug Regulation and Advise**	Review OTC regulations to assess how impermissible claims relating to disease categories and ingredients might bear on structure-function claims and necessary disclaimer.	Review against Regulation of Certain Active Ingredients.
		Review against OTC Ingredient List (by Monograph Category).
		Review against Status of OTC Rulemakings by Therapeutic Category.
5. Draft (or review and revise existing) Labels Against Federal Labeling Requirements	Review labels in light of:	FDA, Guidance for Industry: A Dietary Supplement Labeling Guide (April 2005).
		FDA, Guidance for Industry: Statement of Identity, Nutrition Labeling and Ingredient Labeling of Dietary Supplements; Small Entity Compliance Guide.
		21 CFR 101—Food Labeling , especially 101.9 (Nutrition labeling of Food) and 101.36 (Nutrition labeling of dietary supplements).
6. Address Substantiation and Notice Requirements	Review client’s evidence of substantiation of claims in light of:	FDA substantiation requirements.
		FTC substantiation requirements.
		Consumer Protection Act in relevant state.
		Food, Drug & Cosmetic Act in relevant state.
	Notify FDA within 30 days of marketing any new dietary supplement claims. Also notify if any new dietary ingredients.
7. Review Client Website and Draft Compliant Disclaimers	Review client’s website and draft:	FDA-compliant disclaimer re statements and claims.
		FTC-compliant disclaimer re testimonials and opinions.

[1] Please contact us for flat fees relating to projects involving homeopathic products, medical devices, and other health and wellness industry projects and products

Disclaimer
The materials in this website have been prepared by Michael H. Cohen for informational purposes only and are not legal advice or counsel. Transmission of the information is not intended to create, and receipt does not constitute, an attorney-client relationship. Online readers should not act upon any information in this website without seeking professional counsel. The information contained in this website is provided only as general information, which may or may not reflect the most current legal developments. This information is not provided in the course of an attorney-client relationship and is not intended to constitute legal advice or to substitute for obtaining legal advice from an attorney licensed in your state. This website is not intended to be advertising and Michael H. Cohen does not wish to represent anyone desiring representation based upon viewing this website in a state where this Website fails to comply with all laws and ethical rules of that state.

Consumers generally may not be expected to achieve the same or similar results as others who have used our services and who have subsequently written testimonials and endorsements. We post testimonials for informational purposes only; we do not claim that anyone will experience the same or similar results as mentioned in these writings. Nor do we claim that a significant number of consumers may obtain similar results. Another way to state this is that results experienced by any one individual who has written a testimonial or endorsement, is not necessarily what any given consumer should expect to experience.

We do not provide any express warranties or representations. To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. If you are dissatisfied or harmed by anything relating to this site, you may leave this site and this will be your sole and exclusive remedy.

Any review or other matter that could be regarded as a testimonial or endorsement does not constitute a guarantee, warranty, or prediction regarding the outcome of an individual's legal matter. Any initial consultation with Michael H. Cohen either by phone or email exploring the possibility of legal representation and/or preliminarily reviewing possible issues is exploratory only; it does not offer legal advice or opinion and should not be relied upon as such; no attorney-client relationship exists unless and until both parties agree on and mutually sign a binding legal services agreement specifying terms of the engagement.

Michael H. Cohen is a member of the Bar in California, Massachusetts, New York, and Washington, D.C. He has practiced corporate law and advised concerning litigation but has not litigated in the courts of any state. Mr. Cohen does not seek to represent anyone based solely on a visit to the attorney's web site. For more information please contact us.

Privacy Policy
The publishing lawyer and law firm values the privacy of its clients and Web/blog site viewers. Any of the following personal information that may be made available to the lawyer or firm when browsing or navigating the site shall be kept confidential:

First and last name
Company, home, postal or other physical address
Other contact information, for example, telephone number, fax number, email address, and other similar information
Title or position in a company or an organization
Occupation
Industry
Personal interests
Any other information needed to provide a service you requested

Examples of scenarios where our visitors provide their personal information include, but may not be limited, to:

Emailing, calling or communicating with the lawyer or law firm.
Posting a question or comment through the site.
Requesting literature.
Registering to attend a seminar or any event.
Participating in an online survey.
Requesting inclusion in an email or other mailing list.
Submitting an entry for a contest or other promotions.
Logging in to the site, thus requiring a user name and/or a password.
Any other business-related reason.

The lawyer or law firm provides you the opportunity to agree or decline to give your personal information via the Internet. The lawyer or firm will inform you of the purpose for the collection and does not intend to transfer your personal information to third parties without your consent, except under the limited conditions described under the discussion entitled “Information Sharing and Disclosure” below. If you choose to provide us with your personal information, we may transfer that information, within the law firm or to a third party service provider as necessary.

Domain Information Collection
The lawyer or firm may collect domain information to enable us to analyze how our visitors use this site. This data enables us to become more familiar with which people visit our site, how often they visit, and what parts of the site they visit most often. The lawyer or firm uses this information to improve its Web-based offerings. This information is collected automatically and requires no action on your part.

Use of Cookies and Tracking User Traffic
Some pages on this site may use “cookies”—small files that the site places on your hard drive for identification purposes. A cookie file can contain information such as a user ID to track the pages visited, but the only personal information a cookie can contain is information you supply yourself. These files are used for site registration and customization the next time you visit us.

Some parts of the site may also use cookies to track user traffic patterns. The lawyer or firm does this in order to determine the usefulness of our Web site information to our users and to see how effective our navigational structure is in helping users reach that information. Please note that cookies cannot read data off of your hard drive. Your Web browser may allow you to be notified when you are receiving a cookie, giving you the choice to accept it or not. If you prefer not to receive cookies while browsing our Web site, you can set your browser to warn you before accepting cookies and refuse the cookie when your browser alerts you to its presence. You can also refuse all cookies by turning them off in your browser, By not accepting cookies, some pages may not fully function and you may not be able to access certain information on this site.

Information Sharing and Disclosure
Your personal information is never shared outside the lawyer or firm without your permission, except under conditions listed below:

Consenting to share your information to a third party service provider working on our behalf to serve you.
Requiring us to provide you with a product or service.

The lawyer or firm will also disclose your personal information, if required to do so by law, or in urgent circumstances, to protect personal safety, the public or our sites.

Internet Security
The lawyer or firm strives to protect your personal information; however, we urge you to take every precaution to protect your personal data when you are on the Internet. Change your passwords often, use a combination of letters

Protecting the Privacy of Children
Children under 13 years old are not the target audience for our Web site. To protect their privacy, the lawyer or firm prohibits the solicitation of personal information from these children.

Links to Third Party Sites
This site may contain links to other sites. The lawyer or firm does not share your personal information with those Web sites and is not responsible for their privacy practices. We encourage you to learn about the privacy policies of those companies.

Changes to this Privacy Policy
The lawyer or firm reserves the right to change, modify or update this policy at any time without notice. Any substantial changes in the way we use your personal information will be posted on this site.

If you have questions or concerns about our Privacy Policy, please email us at the contact information on the site.