CLIENT ENGAGEMENT LETTER — TRANSACTIONAL

Table of Contents

1. Parties and Date
2. Scope of Representation
3. Attorney Fees and Billing
4. Retainer and Trust Account
5. Costs and Expenses
6. Deliverables and Timeline
7. Client Responsibilities
8. Communication Policy
9. Conflicts of Interest
10. Limitation of Liability
11. File Retention
12. Termination of Representation
13. Acknowledgment and Signatures

1. Parties and Date

Date: [__/__/____]

Attorney / Firm Name: [________________________________]

Attorney Bar Number: [________________________________]

Firm Address: [________________________________]

Client Name: [________________________________]

Client Address: [________________________________]

Client Phone / Email: [________________________________]

2. Scope of Representation

This firm agrees to represent you in connection with the following transactional matter:

Matter Description: [________________________________]

Transaction Type: ☐ Business Formation ☐ Contract Drafting / Review ☐ Real Estate Transaction ☐ Mergers & Acquisitions ☐ Intellectual Property ☐ Employment Agreement ☐ Estate Planning ☐ Other: [________________________________]

Scope includes:
☐ Drafting and/or review of [________________________________]
☐ Negotiation with counterparties and their counsel
☐ Due diligence review
☐ Regulatory compliance analysis
☐ Closing coordination and document execution
☐ Post-closing matters through [__/__/____]
☐ Other: [________________________________]

Scope does NOT include:
☐ Litigation or dispute resolution arising from the transaction
☐ Tax advice (client should consult a tax professional)
☐ Regulatory filings beyond those specified above
☐ Ongoing compliance monitoring after closing
☐ Representation of any party other than the client named above
☐ Other: [________________________________]

3. Attorney Fees and Billing

Fee Structure: ☐ Hourly ☐ Flat Fee ☐ Capped Fee (hourly up to a maximum) ☐ Phased Flat Fee

If Hourly:

If Flat Fee:

Total Flat Fee: $[________________________________]

Payment Schedule:
☐ Due in full upon execution of this letter
☐ 50% upon execution / 50% upon completion
☐ Phased: [________________________________]

If Capped Fee:

Fee Cap: $[________________________________] (hourly rates apply, but total fees shall not exceed this amount)

Billing Frequency: ☐ Monthly ☐ Upon completion ☐ At milestones ☐ Other: [________]

Payment Terms: Invoices are due within [____] days of receipt.

4. Retainer and Trust Account

Initial Retainer / Advance Fee: $[________________________________]

Funds will be held in the firm's IOLTA / client trust account pursuant to MRPC 1.15 and drawn against as fees are earned or costs incurred. Unused funds will be refunded upon conclusion of the matter.

5. Costs and Expenses

The client is responsible for costs and expenses, including but not limited to:

☐ Government filing fees (e.g., state corporation filings, UCC filings, recording fees)
☐ Title searches and title insurance premiums
☐ Courier, overnight delivery, and postage
☐ Document reproduction
☐ Third-party due diligence costs
☐ Travel expenses (pre-approved by client)
☐ Other: [________________________________]

Estimated Total Costs: $[________________________________]

6. Deliverables and Timeline

Estimated Closing / Completion Date: [__/__/____]

7. Client Responsibilities

The client agrees to:

☐ Provide all requested documents and information promptly
☐ Review drafts and provide feedback within [____] business days
☐ Disclose all material facts relevant to the transaction
☐ Obtain independent tax, accounting, or financial advice as needed
☐ Pay invoices in accordance with the terms of this letter
☐ Notify the firm immediately of any changes to the transaction

8. Communication Policy

Primary Contact Attorney: [________________________________]

Preferred Communication Method: ☐ Phone ☐ Email ☐ Secure Portal

Response Time Commitment: The firm will endeavor to respond within [____] business days.

9. Conflicts of Interest

The firm has performed a conflict check. Based on currently available information, no conflict of interest exists that would prevent this representation under MRPC 1.7.

Dual / Multiple Client Representation (if applicable):

☐ Not applicable — firm represents only [Client Name]
☐ Firm has been asked to represent multiple parties: [________________________________]. A separate conflict waiver / joint representation letter is attached.

10. Limitation of Liability

☐ This engagement does not include a limitation of liability provision.
☐ The parties agree that [________________________________].

11. File Retention

Upon conclusion of the matter, the firm will retain the client file for [____] years, after which it may be destroyed without further notice. Original documents provided by the client will be returned upon request.

12. Termination of Representation

Either party may terminate this engagement at any time upon written notice, subject to MRPC 1.16. The firm will take reasonable steps to protect the client's interests and will return unearned fees and the client file. The client remains responsible for fees earned and costs incurred through the date of termination.

13. Acknowledgment and Signatures

By signing below, you acknowledge that you have read, understand, and agree to the terms of this engagement letter.

Client Signature: ________________________________ Date: [__/__/____]

Client Printed Name: [________________________________]

Attorney Signature: ________________________________ Date: [__/__/____]

Attorney Printed Name: [________________________________]

Sources and References

• ABA Model Rule 1.5 — Fees
• ABA Model Rule 1.2 — Scope of Representation
• ABA Formal Opinion 505 (2023) — Advance Fee Deposits
• ABA Model Rule 1.8(h) — Limitation of Liability