Co-Counsel Agreement

CO-COUNSEL AGREEMENT

PARTIES

This Co-Counsel Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date"), by and between:

LEAD COUNSEL FIRM

Name: [________________________________]

Address: [________________________________]

Contact: [________________________________]

License State(s): [________________________________]

Insurance Carrier: [________________________________]

Policy Number: [________________________________]

Minimum Coverage Limits: [________________________________]

("Lead Counsel")

and

CO-COUNSEL FIRM

Name: [________________________________]

Address: [________________________________]

Contact: [________________________________]

License State(s): [________________________________]

Insurance Carrier: [________________________________]

Policy Number: [________________________________]

Minimum Coverage Limits: [________________________________]

("Co-Counsel")

REGARDING REPRESENTATION OF CLIENT:

Name: [________________________________]

Address: [________________________________]

Contact: [________________________________]

("Client")

RECITALS

WHEREAS, Lead Counsel and Co-Counsel (collectively, "Counsel") agree to jointly represent Client in the matter described below;

WHEREAS, Counsel believes that a collaborative arrangement will serve Client's interests by combining specialized expertise, resources, and experience;

WHEREAS, Counsel acknowledges that Client has consented in writing to this arrangement, including disclosure of each firm's role, the fee split, and the allocation of responsibilities (attached as Exhibit A);

WHEREAS, Counsel agrees that the total fee to be charged shall be reasonable as required by ABA Model Rule 1.5;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1. DEFINITIONS

"Engagement" means Lead Counsel and Co-Counsel's joint representation of Client in the Matter.

"Matter" means: [________________________________]

"Work Product" means all documents, research, pleadings, strategy memoranda, and other materials prepared during the Engagement.

"Client Communications" means all correspondence, emails, phone calls, and meetings between Counsel and Client or third parties regarding the Matter.

"Disbursements" means costs and expenses incurred in the Matter, including but not limited to expert fees, court costs, discovery expenses, and travel.

2. ENGAGEMENT SCOPE

2.1 Matter Description

Counsel is retained to represent Client in the following matter:

Case Name/Type: [________________________________]

Court/Forum: [________________________________]

Case Number: [________________________________]

Opponent(s): [________________________________]

Key Issues: [________________________________]

2.2 Jurisdiction and Forum

The parties acknowledge that this Engagement involves representation in:

☐ Federal Court (jurisdiction: [________________________________])

☐ State Court (state: [________________________________])

☐ Administrative Proceeding (body: [________________________________])

☐ Arbitration/Mediation

☐ Transactional Matter (describe: [________________________________])

2.3 Scope Limitations

The following matters are expressly excluded from the Engagement:

[________________________________]

3. DECISION-MAKING AUTHORITY

3.1 Strategic Decisions

Strategic decisions regarding the Matter (including pleading strategy, discovery approach, and litigation positioning) shall be made as follows:

• Both firms shall consult in good faith and discuss proposed strategies in advance.
• If both firms agree on a strategy, such strategy shall be implemented.
• If the firms disagree on a material strategic decision, Lead Counsel shall make the final determination after good-faith discussion with Co-Counsel.
• Lead Counsel shall not make unilateral strategic decisions without prior notice and opportunity for Co-Counsel input unless Client's interests require immediate action.

3.2 Settlement Authority

• Client's Authority: Settlement decisions are the sole prerogative of Client. Neither firm may settle without Client's written consent.
• Counsel's Role: Either firm may propose settlement terms to Client, but both firms must agree to recommend a settlement to Client.
• Disagreement: If the firms disagree on settlement value or strategy, the disagreement shall be presented to Client transparently, with each firm's position clearly articulated.
• Client Direction: Client may instruct either firm to settle the Matter. The receiving firm shall promptly notify the other firm and coordinate with Co-Counsel on implementation.

3.3 Resource Allocation and Staffing

• Lead Counsel shall coordinate overall staffing and resource allocation.
• Co-Counsel shall notify Lead Counsel of anticipated staffing needs and availability.
• Additions of personnel (associates, paralegals, experts) by either firm shall be discussed in advance to avoid duplication.
• Lead Counsel shall have authority to make reasonable adjustments to staffing if resources become unavailable, provided Co-Counsel is notified promptly.

4. WORK ALLOCATION

The following table sets forth the primary responsibilities and support roles of each firm:

5. FEE DIVISION

5.1 Method of Fee Division

The parties elect one of the following methods:

Option A: Fee Division Proportional to Services Performed

☐ Selected

Under this arrangement, fees shall be divided based on the proportion of services actually performed by each firm:

• Lead Counsel: [___]% of the total fee
• Co-Counsel: [___]% of the total fee

Each firm is responsible only for the quality and completeness of its portion of the work. This method complies with ABA Model Rule 1.5(e)(1).

Option B: Joint Responsibility

☐ Selected

Under this arrangement, both firms assume joint responsibility for the entire representation. Each firm is responsible for the competence and diligence of the entire engagement, including work performed by the other firm. The fee split is for economic distribution only:

• Lead Counsel: [___]% of the total fee
• Co-Counsel: [___]% of the total fee

This method complies with ABA Model Rule 1.5(e)(2) and means that Client may hold either firm accountable for the entire representation.

5.2 Hourly Rates and Fee Calculation

Contingent / Flat / Hourly Fee Structure: [________________________________]

• Lead Counsel Rate/Percentage: [________________________________]
• Co-Counsel Rate/Percentage: [________________________________]

If hourly billing applies:

• Lead Counsel shall bill Client at the rate of $[____] per hour.
• Co-Counsel shall bill Client at the rate of $[____] per hour.
• Time shall be tracked separately by each firm.
• Lead Counsel shall prepare and submit the combined invoice to Client monthly.

5.3 Contingent Fee Split (if applicable)

If this is a contingent fee matter:

• Gross recovery shall be: [________________________________]
• Lead Counsel's contingent fee: [___]% of gross recovery
• Co-Counsel's contingent fee: [___]% of gross recovery
• Total contingent fee to both firms: [___]% of gross recovery

The contingent fee percentage shall apply only to settlement, judgment, or award proceeds, not to Disbursements (defined below).

5.4 Disbursements and Expense Advancement

• Responsibility for Advancement: [Lead Counsel / Co-Counsel / Both jointly] shall advance Disbursements.
• Reimbursement Source: All Disbursements shall be reimbursed from Client's recovery or Client's payment, before division of fees between the firms.
• Expense Documentation: Each firm shall provide itemized expense statements to the other firm monthly.
• Approval Threshold: Disbursements exceeding $[____] shall be approved by both firms before incurrence.
• Interest on Advances: Disbursements advanced by one firm shall not bear interest or penalty if reimbursed within [____] days of recovery or settlement.

5.5 Lien Priorities and Trust Account Procedures

• Trust Account: [Lead Counsel / Co-Counsel] shall hold Client's settlement/recovery funds in a trust account pending distribution.
• Lien Priorities: Disbursements shall be paid first, followed by Lead Counsel's fee, then Co-Counsel's fee, unless Client directs otherwise in writing.
• Liens: Each firm consents to the other firm's charging a reasonable attorney's lien if Client disputes the fee arrangement or fails to pay. The lien holder shall provide written notice to the other firm before asserting a lien.
• Interest on Held Funds: Interest earned on trust account funds (if any) shall accrue to Client, unless state law permits IOTA distribution.

6. CLIENT CONSENT REQUIREMENTS

6.1 Written Consent

Client's written consent to this co-counsel arrangement is required by ABA Model Rule 1.5(e) and is attached hereto as Exhibit A and incorporated herein by reference.

6.2 Required Disclosures

Client's consent shall include or be accompanied by disclosure of:

• ☐ Each firm's name, license status, and expertise
• ☐ A description of each firm's anticipated role and responsibilities
• ☐ The fee arrangement, including the percentage or hourly rate for each firm
• ☐ Whether the fee division is proportional to services or involves joint responsibility
• ☐ Hourly rates, contingent fee percentages, and Disbursement procedures
• ☐ Client's right to terminate either firm at any time
• ☐ Confirmation that the total fee is reasonable
• ☐ Explanation of malpractice insurance coverage

6.3 Client's Right to Terminate Either Firm

Client expressly retains the right to terminate either Counsel firm's representation at any time upon written notice. Upon termination:

• The terminating firm shall cooperate in transferring its Work Product to the remaining firm or Client.
• Fees earned and Disbursements advanced by the terminating firm shall remain due and payable.
• The remaining firm shall continue representation unless Client also terminates it.

6.4 Periodic Consent Confirmation

If material changes to fees, responsibilities, or insurance coverage occur during the Engagement, the parties shall provide Client with updated written consent confirming the changes.

7. MALPRACTICE INSURANCE

7.1 Insurance Maintenance

• Lead Counsel maintains professional liability insurance with limits of not less than $[____] per claim and $[____] aggregate.
• Co-Counsel maintains professional liability insurance with limits of not less than $[____] per claim and $[____] aggregate.

7.2 Certificate of Insurance

Each firm shall provide the other firm with a current certificate of insurance before commencing work and shall renew the certificate annually or upon policy renewal.

7.3 Notice of Cancellation or Reduction

Each firm shall notify the other firm in writing immediately if its insurance:

• Is cancelled or not renewed
• Is reduced below the minimum limits specified above
• Becomes subject to a coverage dispute or denial

7.4 Additional Insured (Optional)

☐ Each firm agrees to seek coverage that names the other firm as an additional insured for the duration of the Engagement.

7.5 Tail Coverage

Upon termination of this Agreement, each firm responsible for tail coverage (if any) shall obtain extended reporting period coverage for a period of [____] years.

8. JOINT RESPONSIBILITY FRAMEWORK (if Option B is selected in Section 5.1)

8.1 Scope of Joint Responsibility

If the parties elected Option B (Joint Responsibility), both firms shall be jointly and severally liable for:

• All work performed in the Matter, regardless of which firm performed it
• The competence, diligence, and ethical conduct of both firms and their personnel
• Compliance with all ethical rules, discovery obligations, and court orders
• Client communications and fee disclosures

8.2 Client's Recourse

Client may hold either firm accountable for deficiencies in representation, regardless of which firm performed the deficient work. Each firm is responsible for the actions and omissions of the other firm.

8.3 Insurance Implications

Each firm's malpractice insurance shall be understood to cover its share of potential liability arising from the joint representation. The firms shall cooperate in managing any malpractice claim and shall not assert coverage exclusions against each other without written notice.

9. CONFLICTS OF INTEREST MANAGEMENT

9.1 Conflict Checks

• Lead Counsel shall conduct a conflicts check before engagement and shall provide Co-Counsel with a summary of Client and opposing parties.
• Co-Counsel shall conduct its own independent conflicts check and shall notify Lead Counsel of any potential conflicts.
• Ongoing Conflicts shall be reviewed quarterly or upon Client request.

9.2 Existing and Adverse Relationships

☐ Each firm has conducted a conflicts check and has no conflicts.

☐ The following potential conflicts have been identified and consented to by Client in writing:

[________________________________]

9.3 Ethical Walls

If either firm has a conflict regarding a non-party or related matter, the firm shall implement an ethical wall (screening) to isolate knowledge of the conflicting matter from personnel working on the Engagement. The implementing firm shall provide written notice to the other firm.

9.4 Withdrawal Protocols

If a conflict arises during the Engagement:

1. The firm discovering the conflict shall notify the other firm and Client immediately.
2. The firms shall meet in good faith to determine whether the conflict can be waived with Client's written consent.
3. If the conflict cannot be waived, the conflicted firm shall withdraw cooperatively, transferring its Work Product and maintaining confidentiality.
4. The remaining firm may continue representation unless Client also terminates it.

10. CONFIDENTIALITY AND JOINT CLIENT PRIVILEGE

10.1 Joint Client Privilege

Client is a joint client of both firms. Communications between Client and either firm regarding the Matter are privileged and protected work product. Both firms shall maintain the privilege jointly.

10.2 Sharing of Confidential Information

• Counsel may share Client information, documents, and strategy between the firms as necessary to provide representation.
• Neither firm shall disclose Client information to third parties without Client's consent, except as required by law.
• Upon termination, the departing firm shall return or destroy Client information as directed and shall maintain confidentiality post-termination.

10.3 Privilege Waiver

If Client waives privilege as to one firm, both firms are bound by the waiver unless Client specifies otherwise in writing.

10.4 Insurance Company Communications

Disclosures to the firms' malpractice insurers regarding this Engagement shall not waive privilege as to Client, provided the disclosure is made in the context of obtaining advice from counsel regarding the firms' liability.

11. CLIENT COMMUNICATIONS

11.1 Coordination of Communications

• Primary Contact: [Lead Counsel / Co-Counsel] shall serve as the primary point of contact for Client communications.
• Courtesy Copy: All substantive communications regarding strategy, settlement, or litigation milestones shall be sent to both firms via email.
• Client Requests: If Client communicates with one firm regarding a matter involving both, that firm shall promptly copy the other firm.

11.2 Consistent Messaging

• Counsel shall coordinate messaging to avoid contradictory statements to Client or third parties.
• If the firms disagree on strategy or settlement value, both positions shall be presented to Client transparently, never concealed.
• The firms shall not publicly or privately criticize each other's competence or work quality.

11.3 Client Meetings

• Client meetings may be attended by representatives of both firms, or by one firm with the other's participation by phone/video conference.
• Meeting notes shall be shared between the firms within [____] business days.

12. FILE MANAGEMENT AND WORK PRODUCT

12.1 Shared Electronic File System

• Counsel shall maintain a shared electronic repository (e.g., cloud storage) for all documents, pleadings, research, and Work Product generated during the Engagement.
• Acceptable platforms include: [________________________________] (e.g., Box, Dropbox, ShareFile, OneDrive)
• Access credentials shall be provided to both firms and to Client (if appropriate).

12.2 File Organization

• Files shall be organized by category (e.g., pleadings, discovery, research, correspondence, invoices).
• File naming conventions shall follow the format: [Date][Party/Issue][Description]
• Each firm shall maintain backup copies of critical documents.

12.3 Ownership of Work Product

All Work Product created during the Engagement is the property of Client. Upon termination or settlement:

• Client shall retain all Work Product.
• The firms shall provide Client with a complete copy in electronic format.
• Upon Client's written request, the firms shall destroy attorney notes and internal memoranda (work product protected by privilege) [____] days after the Matter concludes.

12.4 Access After Termination

If one firm terminates while the other continues:

• The departing firm shall transfer all its Work Product to the continuing firm and Client.
• The departing firm shall not retain copies of Client documents except as required for billing or liability protection (which shall be destroyed within [____] years).

13. TERMINATION OF CO-COUNSEL RELATIONSHIP

13.1 Termination by Mutual Agreement

The parties may terminate this co-counsel relationship by written agreement without cause. Termination shall be effective [____] days after written notice, or earlier if the firms agree.

13.2 Termination for Cause

Either firm may terminate this relationship for cause if:

• The other firm materially breaches this Agreement and fails to cure within [____] days of written notice.
• The other firm's insurance lapses or falls below the required limits and is not reinstated within [____] days.
• The other firm is disbarred, suspended, or sanctioned by a court or disciplinary authority.
• Client terminates the terminating firm (the other firm is not terminated by this provision alone).

13.3 Ethical Termination

Either firm may terminate immediately (without cure period) if:

• A conflict of interest arises that cannot be waived by Client.
• The other firm commits unethical conduct that Client does not consent to cure.
• Client directs termination of one firm.
• Continued representation would violate applicable law or ethics rules.

13.4 Termination Notice and Transition

Upon termination:

1. The terminating firm shall provide written notice to the other firm and Client identifying the reason and effective date.
2. The terminating firm shall cooperate for [____] days to effect an orderly transition.
3. The departing firm shall transfer all Client documents, work product, and communication logs.
4. The continuing firm shall assume all ongoing responsibilities unless Client also terminates representation.

13.5 Fee Allocation Upon Termination

• Fees Earned: Each firm shall be entitled to its proportionate share of fees earned up to the termination date, calculated on a quantum meruit basis (value of services rendered).
• Contingent Fees: If the Matter is resolved after one firm's termination, the departing firm shall receive its proportionate share of the contingent fee if its work materially contributed to the resolution.
• Contingency Contingency: If this is a contingent Matter and no recovery is obtained, neither firm shall receive a fee (unless Client agreed to hourly billing for certain tasks).
• Dispute Resolution: Fee allocation disputes shall be resolved per Section 14 below.

14. DISPUTE RESOLUTION BETWEEN FIRMS

14.1 Mediation

If the firms dispute:

• Fee allocation or division
• Work quality or breach of this Agreement
• Responsibility for a malpractice claim or Client complaint

The parties shall first attempt to resolve the dispute through good-faith negotiation between the managing partners of each firm. If negotiation fails within [____] days, the parties agree to mediate the dispute before a mutually selected mediator.

14.2 Costs of Mediation

Each firm shall bear its own costs (including counsel) for mediation. Mediation fees shall be split equally.

14.3 Mediation Confidentiality

All statements made in mediation shall be confidential and inadmissible in litigation, per applicable state mediation confidentiality rules.

14.4 Litigation as Last Resort

If mediation does not resolve the dispute within [____] days, either party may pursue litigation. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.

15. INDEMNIFICATION

15.1 Mutual Indemnification

Lead Counsel indemnifies Co-Counsel, and Co-Counsel indemnifies Lead Counsel, against claims, damages, and costs arising from:

• Any breach of this Agreement by the indemnifying firm.
• Any unethical conduct, malpractice, or violation of law by the indemnifying firm or its personnel.
• Any liability arising from the indemnifying firm's fees, billing, or financial arrangements with third parties (e.g., experts, court reporters).

15.2 Limitations

Indemnification shall not apply to:

• Claims arising from the indemnified firm's own negligence or breach (unless jointly caused).
• Claims arising from Client allegations about the indemnified firm's work (addressed via malpractice insurance).
• Disputes about fee allocation that do not involve breach of this Agreement.

15.3 Procedure

The indemnified party shall notify the indemnifying firm of any claim within [____] days and shall cooperate in the defense.

16. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [State/Jurisdiction], without regard to conflicts of law principles.

The parties consent to jurisdiction in the state and federal courts located in [County/District, State] for resolution of disputes.

17. MISCELLANEOUS PROVISIONS

17.1 Entire Agreement

This Agreement, including Exhibit A, constitutes the entire agreement between the parties regarding the co-counsel arrangement and supersedes all prior negotiations, agreements, and understandings.

17.2 Amendment

Any amendment to this Agreement must be in writing and signed by authorized representatives of both firms and, ideally, acknowledged by Client.

17.3 Notices

Notices shall be sent to the addresses listed above via email (with confirmation of receipt) or overnight courier. Notices are effective upon receipt.

17.4 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in force.

17.5 No Third-Party Beneficiaries

This Agreement is for the benefit of Lead Counsel, Co-Counsel, and Client only. No third party has any rights or claims hereunder.

17.6 Counterparts and Electronic Execution

This Agreement may be executed in counterparts (each a separate document) and together shall constitute one original. Electronic signatures (e.g., DocuSign) are acceptable.

17.7 Waiver

Waiver of any provision must be in writing. Waiver of a breach does not waive future breaches.

17.8 Survival

The provisions regarding confidentiality (Section 10), fee disputes and indemnification (Sections 14-15), and work product ownership (Section 12.3) shall survive termination of this Agreement.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

LEAD COUNSEL FIRM

[Firm Name]

By: ________________________________

Name (Print): [________________________________]

Title: [________________________________]

License #: [________________________________]

Date: [__/__/____]

CO-COUNSEL FIRM

[Firm Name]

By: ________________________________

Name (Print): [________________________________]

Title: [________________________________]

License #: [________________________________]

Date: [__/__/____]

EXHIBIT A: CLIENT CONSENT TO CO-COUNSEL ARRANGEMENT

CLIENT CONSENT ACKNOWLEDGMENT

TO THE CLIENT:

You are being represented by two law firms in a co-counsel arrangement. This exhibit confirms your understanding and written consent to this arrangement as required by ABA Model Rule 1.5(e).

1. CLIENT IDENTIFICATION

Client Name: [________________________________]

Client Address: [________________________________]

Client Email/Phone: [________________________________]

2. COUNSEL IDENTIFICATION AND ROLES

Lead Counsel Firm: [________________________________]

Role/Responsibilities: [________________________________]

Contact: [________________________________]

Co-Counsel Firm: [________________________________]

Role/Responsibilities: [________________________________]

Contact: [________________________________]

3. FEE ARRANGEMENT

Fee Structure: ☐ Hourly ☐ Contingent ☐ Flat Fee ☐ Hybrid: [________________________________]

Fee Division Method:

☐ Proportional to Services — Lead Counsel [___]%, Co-Counsel [___]%

☐ Joint Responsibility — Lead Counsel [___]%, Co-Counsel [___]%

Hourly Rates (if applicable):

• Lead Counsel: $[____]/hour
• Co-Counsel: $[____]/hour

Contingent Fee Split (if applicable): [___]% total; Lead Counsel [___]%, Co-Counsel [___]%

Contingent Fee Terms: Recovery only if settlement, judgment, or award obtained. Expenses paid first.

4. MALPRACTICE INSURANCE

☐ I have been informed that both firms maintain malpractice insurance with the following minimum limits:

• Lead Counsel: $[____] per claim / $[____] aggregate
• Co-Counsel: $[____] per claim / $[____] aggregate

☐ I have been offered the opportunity to review certificates of insurance.

5. FINANCIAL RESPONSIBILITY

Client Responsibility: I understand that I am responsible for paying the combined fee of both firms and any Disbursements (costs and expenses). I understand that:

☐ If proportional to services, each firm bills only for its portion of work performed.

☐ If joint responsibility, either firm may be held responsible for the quality of the entire representation.

6. MY RIGHT TO TERMINATE EITHER FIRM

I understand that I retain the right to terminate the representation of either firm at any time without penalty. Upon termination:

• The terminating firm shall cooperate in transferring its work and documents to the continuing firm or me.
• The terminating firm's earned fees and advanced costs shall remain due and payable.

7. CLIENT ACKNOWLEDGMENTS

I acknowledge that:

☐ I have read and understand this co-counsel arrangement.

☐ I have had the opportunity to ask questions and to consult with independent counsel.

☐ I understand the fees, the division between firms, and my obligations.

☐ I understand the roles and responsibilities of each firm.

☐ I agree that both firms may share my confidential information and documents as necessary to provide representation.

☐ I consent to this arrangement and authorize the firms to proceed on a co-counsel basis.

CLIENT SIGNATURE

Client Signature: ________________________________

Client Name (Print): [________________________________]

Date: [__/__/____]

OPTIONAL: ALTERNATE SIGNATORY (if Client is an Entity)

Signatory Name/Title: [________________________________]

Authority to Bind Client: [________________________________]

Signature: ________________________________

Date: [__/__/____]

CERTIFICATION OF COUNSEL

We certify that we have:

1. Disclosed to Client the terms of the co-counsel arrangement, fee division, and each firm's roles.
2. Disclosed the total fee and confirmed that it is reasonable.
3. Obtained Client's written consent to the arrangement as required by ABA Model Rule 1.5(e).

Lead Counsel Representative:

Name: [________________________________]

Signature: ________________________________

Date: [__/__/____]

Co-Counsel Representative:

Name: [________________________________]

Signature: ________________________________

Date: [__/__/____]

SOURCES AND REFERENCES

• ABA Model Rule 1.5: Fees
• Rule 1.5 Comment – ABA Model Rules
• ABA Model Rule 1.7: Conflict of Interest
• ABA Model Rule 5.1: Responsibilities of Partners, Managers, and Supervisory Lawyers
• Fee Sharing Between Lawyers Under ABA Rule 1.5(e) – Hinshaw & Culbertson LLP
• Attorney Fee Splitting: Everything You Need to Know – Overture Law
• Co-Counsel Agreements | Fee Sharing – Fried Goldberg
• Sharing Fees Between Lawyers: Do it Right or Pay the Price – Hinshaw & Culbertson LLP
• Navigating the World of Co-Counsel Relationships – Advocate Magazine