CoCounsel Terms · v1.0
Roadmap CoCounsel Terms
These are the terms under which Roadmap Law PLLC (“Roadmap”) serves as per‑hour co‑counsel to a U.S. law firm (the “Firm”). They apply only to U.S. law firms engaging Roadmap on a co‑counsel basis and are separate from Roadmap’s subscription and fixed‑fee workflow terms, which live in the Terms of Service. If you are not a U.S. law firm engaging Roadmap as co‑counsel, these terms do not apply to you.
1. Who We Are
Roadmap Law PLLC is a New York professional limited liability company practicing under the “Roadmap” brand. References to “Roadmap,” “we,” “us,” or “our” mean Roadmap Law PLLC. We practice anywhere our attorneys’ licenses allow, and for matters governed by laws of jurisdictions where our attorneys are not licensed, we may associate with local counsel or decline the matter.
2. Firm as Client
Roadmap’s client under these CoCounsel Terms is the Firm. The attorney‑client relationship runs between Roadmap and the Firm only. No attorney‑client relationship is formed between Roadmap and any underlying client of the Firm by reason of these CoCounsel Terms, the work performed under them, or payment of any invoice. Roadmap does not communicate directly with the Firm’s underlying clients; all communications and work product flow through the Firm. The Firm represents and warrants that it is a U.S. law firm in good standing, that it has authority to engage Roadmap on the matters submitted, and that it has cleared any conflicts on its side of the engagement.
3. Scope & CoCounsel Lines
Work under these CoCounsel Terms is organized into six named CoCounsel Lines — Commerce, Invent, Signal, People, Structure, and Frontier — each covering a defined area of practice. The current set of Lines and their scope is described at /cocounsel.html and is incorporated by reference for descriptive purposes. The scope of any specific engagement is the work identified on the Stripe invoice or in a side letter signed by both Roadmap and the Firm. Roadmap may add, retire, or rename Lines from time to time without amending these Terms.
3A. AI‑Assisted Drafting & Attorney Review
Roadmap uses AI tools (including Ava, our Slack‑native legal agent) to assist with research, first drafts, and document review as part of CoCounsel engagements. Every output delivered to the Firm has been reviewed, edited as appropriate, and approved by a licensed Roadmap attorney before it is transmitted. The Firm receives attorney‑reviewed work product, not raw AI output.
This workflow is designed so that the Firm retains its client relationship and privilege perimeter. Roadmap does not communicate directly with the Firm’s underlying client. All work product flows through the Firm, which presents it under the Firm’s own engagement and within the Firm’s own privilege relationship with its client. The use of AI in Roadmap’s internal workflow does not affect the confidentiality or work‑product protection of materials transmitted to the Firm; those protections are governed by the co‑counsel relationship between Roadmap and the Firm and by the Firm’s own engagement with its underlying client.
The Firm is responsible for its own independent review of all work product before use or transmittal to its client, and for ensuring that any disclosure of AI involvement to the underlying client complies with the Firm’s applicable rules of professional conduct. Roadmap will disclose, on request, which AI tools were used in connection with a specific deliverable.
4. Rate & Timekeeping
A single uniform hourly rate applies across all six CoCounsel Lines. The current rate and billing increment are set on each Stripe invoice. Time is recorded in the increment stated on the invoice and is reported on the invoice as line items with brief narrative descriptions. The rate may change for future invoices on reasonable advance notice; it does not change retroactively for hours already worked.
5. Billing (Weekly in Arrears)
Roadmap issues invoices through Stripe weekly in arrears for hours actually worked in the prior week. Each invoice charges the payment method the Firm has on file with Roadmap on Stripe. Roadmap does not require, hold, or apply any unearned deposit, advance retainer, or pre‑paid hours under these CoCounsel Terms. Out‑of‑pocket expenses (filing fees, service of process, document fees, etc.) are billed at cost on the same weekly invoice. Taxes are the Firm’s responsibility where applicable. Invoices not paid when due may accrue interest at the lesser of 1.0% per month or the maximum permitted by law.
6. No Subscription, No Minimum
These CoCounsel Terms do not create a subscription, an auto‑renewing obligation, a minimum hours commitment, or an exclusivity arrangement. Either party may stop engaging at any time. Work done up to that point is invoiced on the next weekly invoice; no termination fee applies. Roadmap may decline any specific matter in its sole discretion, including for conflicts, jurisdictional, capacity, or scope reasons.
7. Conflicts & Engagement Formation
Before commencing work on any matter, Roadmap will run conflicts and jurisdictional checks on Roadmap’s side of the engagement. The Firm is responsible for conflicts on the Firm’s side, including with respect to the underlying client. The attorney‑client relationship between Roadmap and the Firm begins when Roadmap actually commences work on a specific matter after those checks clear; submission of a matter to Roadmap and payment of an invoice does not, by itself, form an attorney‑client relationship as to any particular matter Roadmap has not yet accepted.
8. Failed Payments
If a weekly invoice fails to charge or is otherwise unpaid past its due date, Roadmap will notify the Firm and may pause work on then‑open matters until the past‑due balance is cured, subject to Roadmap’s continuing obligations under applicable rules of professional conduct. Hours worked but not yet paid remain due and payable; pausing work does not waive any unpaid amount.
9. Confidentiality & Privilege
Information the Firm shares with Roadmap in the course of a CoCounsel engagement is held in confidence and is subject to the New York Rules of Professional Conduct (and the analogous rules of any other jurisdiction in which the assigned attorneys are licensed). Communications between Roadmap and the Firm in connection with legal advice on a matter are intended to be protected by the attorney‑client privilege as between co‑counsel and the Firm, and by the work‑product doctrine as to materials prepared in anticipation of litigation, in each case subject to applicable law and the Firm’s own arrangements with its underlying client. Roadmap will treat the underlying client’s confidential information disclosed to Roadmap by the Firm with the same care as the Firm’s own confidential information.
10. Work Product
Work product Roadmap prepares for the Firm under a CoCounsel engagement is delivered to the Firm and may be used by the Firm in connection with the underlying matter and the Firm’s representation of its underlying client. Roadmap retains ownership of its general know‑how, internal templates, AI prompts, and reusable tooling. Roadmap does not deliver work product directly to, or hold itself out to, the Firm’s underlying client; all transmittal is through the Firm.
11. Limitation of Liability
To the maximum extent permitted by applicable law and rules of professional conduct, Roadmap’s aggregate liability to the Firm for any and all claims arising out of or relating to these CoCounsel Terms and the services provided under them shall not exceed the greater of (i) two times (2×) the fees actually paid by the Firm to Roadmap under these CoCounsel Terms during the twelve (12) months preceding the event giving rise to the earliest claim, or (ii) five thousand U.S. dollars ($5,000). Roadmap and the Firm waive consequential, incidental, indirect, special, exemplary, and punitive damages, and lost profits, revenue, business opportunity, goodwill, anticipated savings, and data. Nothing in this Section 11 limits any non‑waivable obligation under applicable rules of professional conduct or any non‑waivable liability for legal malpractice or fraud.
12. Governing Law & Arbitration
These CoCounsel Terms are governed by the laws of the State of New York, without regard to its conflict‑of‑laws rules. Any dispute arising out of or relating to these CoCounsel Terms or the engagement will be resolved by confidential, binding arbitration seated in New York County, New York, administered by JAMS under its applicable rules, before a single arbitrator. Either party may seek injunctive or equitable relief in a court of competent jurisdiction in aid of arbitration. The arbitration clause does not limit either party’s right to seek non‑waivable relief before any bar disciplinary authority or other regulator.
13. Acceptance
The Firm accepts these CoCounsel Terms by paying the first Roadmap CoCounsel Stripe invoice. Each Roadmap CoCounsel Stripe invoice issued to the Firm carries a link to these CoCounsel Terms and identifies the version in effect at issuance. Payment of any subsequent invoice confirms the Firm’s continued acceptance of the version of these Terms then in effect. By paying any such invoice, the Firm confirms that it has read and understood these CoCounsel Terms in full, has had the opportunity to seek the advice of independent counsel, and has authority to bind the Firm. Roadmap subscribers under the main Engagement Letter are not eligible for CoCounsel engagements.