DOCUMENT REVIEW ONLY ENGAGEMENT AGREEMENT

(Limited Scope Document Analysis)

ATTORNEY INFORMATION:

Attorney Name: [________________________________]

Firm Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

State Bar Number: [________________________________]

CLIENT INFORMATION:

Client Name: [________________________________]

Company/Entity (if applicable): [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

1. PURPOSE OF THIS AGREEMENT

This Document Review Only Engagement Agreement ("Agreement") is entered into as of [__/__/____] between the Attorney and Client named above.

PURPOSE: The Client wishes to retain the Attorney to review and analyze specific document(s) and provide written or oral feedback. This engagement is LIMITED to document review only and does NOT include representation, negotiation, or any other legal services.

2. NATURE OF DOCUMENT REVIEW ENGAGEMENT

A. What This Engagement IS:

☐ Review and analysis of specific document(s)

☐ Identification of potential legal issues

☐ Explanation of legal terms and provisions

☐ Assessment of rights and obligations under documents

☐ Suggestions for revisions or concerns

☐ General guidance on document implications

B. What This Engagement IS NOT:

☐ Representation in any legal matter

☐ Drafting or preparing new documents

☐ Negotiating document terms with other parties

☐ Court appearances or litigation

☐ Ongoing legal advice

☐ Comprehensive due diligence review

☐ Opinion letters for third-party reliance

3. DOCUMENTS TO BE REVIEWED

A. Document Identification

The following document(s) will be reviewed under this Agreement:

Total Estimated Pages: [____]

B. Document Type (check all that apply)

☐ Contract/Agreement
☐ Lease/Rental Agreement
☐ Employment Agreement
☐ Non-Disclosure Agreement (NDA)
☐ Non-Compete Agreement
☐ Partnership Agreement
☐ Operating Agreement
☐ Purchase Agreement
☐ Settlement Agreement
☐ Release/Waiver
☐ Promissory Note
☐ Loan Documents
☐ Corporate Documents
☐ Trust Documents
☐ Will/Estate Planning Documents
☐ Court Filings/Pleadings
☐ Government Notices
☐ Other: [________________________________]

C. Context for Review

Purpose of Document(s): [________________________________]

Other Parties to Document: [________________________________]

Transaction/Matter Description: [________________________________]

Deadline (if any): [__/__/____]

Urgency Level: ☐ Standard ☐ Rush ☐ Emergency

4. SCOPE OF REVIEW SERVICES

A. Level of Review (check one)

☐ Basic Review
- General overview of document
- Identification of major issues or concerns
- Summary of key terms
- Estimated time: [____] hours

☐ Standard Review
- Detailed analysis of all provisions
- Identification of issues, risks, and concerns
- Explanation of legal terms
- Specific recommendations
- Estimated time: [____] hours

☐ Comprehensive Review
- In-depth analysis of all provisions
- Legal research on specific issues
- Detailed written memorandum
- Comparison to market standards (if applicable)
- Estimated time: [____] hours

B. Specific Review Focus Areas

Please indicate if there are specific areas of focus for the review:

☐ General overview - review entire document

☐ Specific provisions only: [________________________________]

☐ Liability/indemnification provisions

☐ Termination provisions

☐ Payment/financial terms

☐ Intellectual property provisions

☐ Confidentiality provisions

☐ Non-compete/non-solicitation provisions

☐ Dispute resolution provisions

☐ Insurance requirements

☐ Representations and warranties

☐ Compliance issues

☐ Other: [________________________________]

C. Specific Questions to Address

1. [________________________________]

2. [________________________________]

3. [________________________________]

4. [________________________________]

5. [________________________________]

5. SERVICES EXPRESSLY EXCLUDED

The Attorney will NOT provide the following services under this Agreement:

☐ Drafting new documents

☐ Redrafting or revising the reviewed documents

☐ Negotiating terms with other parties

☐ Communicating with other parties to the document

☐ Providing opinion letters for third-party reliance

☐ Due diligence investigation beyond document review

☐ Background checks on parties

☐ Litigation or court appearances

☐ Ongoing monitoring of document compliance

☐ Advice on non-legal business decisions

☐ Other: [________________________________]

6. DELIVERY OF REVIEW FINDINGS

A. Format of Review (check one or more)

☐ Oral Review/Consultation
- Duration: [____] minutes/hours
- Format: ☐ In-person ☐ Phone ☐ Video conference
- Scheduled for: [__/__/____] at [____:____] ☐ AM ☐ PM

☐ Written Summary
- Brief summary of key findings
- Estimated length: [____] pages
- Delivery by: [__/__/____]

☐ Detailed Written Memorandum
- Comprehensive analysis with citations
- Estimated length: [____] pages
- Delivery by: [__/__/____]

☐ Annotated Document
- Comments and notes on the document itself
- Track changes or margin notes
- Delivery by: [__/__/____]

☐ Combination:
- Written review PLUS oral consultation
- Written delivery: [__/__/____]
- Consultation: [__/__/____]

B. Delivery Method

☐ Email to: [________________________________]

☐ Mail to: [________________________________]

☐ Hand delivery

☐ Secure portal: [________________________________]

☐ Presented at consultation

7. CLIENT'S RESPONSIBILITIES

The Client agrees to:

☐ Provide complete copies of all documents to be reviewed

☐ Provide any related documents that may affect interpretation

☐ Provide context and background information

☐ Inform Attorney of any deadlines

☐ Respond promptly to Attorney's questions

☐ Review Attorney's findings carefully

☐ Make own decisions about signing/executing documents

☐ Pay fees as agreed

Document Delivery Requirements

☐ Documents must be legible and complete

☐ Documents should be provided in: ☐ PDF ☐ Word ☐ Paper ☐ Other: [____]

☐ Documents must be received by: [__/__/____]

☐ Late delivery may delay review completion

8. LIMITATIONS AND DISCLAIMERS

A. Scope Limitations

The review is limited to:

☐ The specific documents listed in Section 3

☐ The laws of [________________________________] (jurisdiction)

☐ Laws in effect as of the review date

☐ Information provided by Client

B. Not Relied Upon by Third Parties

This review is for Client's use only. The Attorney's review:

☐ May NOT be shared with other parties to the document

☐ May NOT be relied upon by lenders, investors, or others

☐ Is NOT an opinion letter for third-party reliance

☐ Is NOT a guarantee of document enforceability

C. No Guarantee

The Attorney makes no guarantee regarding:

☐ Enforceability of the document

☐ Outcome of any dispute regarding the document

☐ Completeness of issues identified

☐ Future legal developments affecting the document

D. Factual Limitations

The review is based on:

☐ The document as provided

☐ Facts disclosed by Client

☐ Attorney does not independently verify facts

☐ Hidden issues may not be discoverable from document review alone

9. FEES AND PAYMENT

A. Fee Structure (check one)

☐ Flat Fee

Total Fee: $[____]

Includes: [________________________________]

Additional pages beyond [____]: $[____] per page

☐ Hourly Rate

Rate: $[____] per hour

Estimated hours: [____] to [____]

Not-to-exceed amount: $[____] (if applicable)

☐ Per-Page Rate

Rate: $[____] per page

Estimated pages: [____]

Minimum fee: $[____]

☐ Tiered Pricing

B. Rush Fee

☐ Standard turnaround: [____] business days - No additional fee

☐ Rush turnaround ([____] business days): Additional $[____] or [____]% surcharge

☐ Emergency turnaround ([____] hours): Additional $[____] or [____]% surcharge

C. Payment Terms

☐ Payment due in full before review begins

☐ Payment due upon delivery of review

☐ 50% deposit; balance upon delivery

☐ Payment due within [____] days of invoice

D. Accepted Payment Methods

☐ Check ☐ Credit Card ☐ Bank Transfer ☐ Cash ☐ Other: [____]

10. CONFIDENTIALITY

A. Attorney-Client Privilege

Communications between Attorney and Client regarding this review are protected by attorney-client privilege. The documents reviewed and the Attorney's analysis are confidential.

B. Document Security

The Attorney will:

☐ Store documents securely

☐ Not share documents with unauthorized persons

☐ Return or destroy documents upon request after engagement

☐ Maintain confidentiality of document contents

C. Conflict with Privilege

If documents are shared with third parties, privilege may be waived. Client should consult Attorney before sharing the review with others.

11. FOLLOW-UP SERVICES

A. Questions After Delivery

☐ Up to [____] follow-up questions included in fee

☐ Follow-up questions billed at $[____] per hour

☐ Written questions only

☐ Phone/meeting consultation available at $[____] per hour

B. Document Revision Services

If Client wishes to have documents revised or negotiated after review:

☐ A separate engagement agreement will be required

☐ Revision services billed at $[____] per hour

☐ The Attorney may decline revision engagement

C. Additional Document Review

If Client wishes to have additional documents reviewed:

☐ Fees will be quoted based on document length and complexity

☐ This Agreement may be amended to include additional documents

☐ A new engagement agreement may be required

12. TERMINATION

A. Completion

This engagement terminates automatically upon delivery of the review findings as described in Section 6.

B. Early Termination by Client

Client may terminate at any time by written notice. Client will pay for:

☐ Work completed to date

☐ Minimum fee of $[____] (if applicable)

C. Early Termination by Attorney

Attorney may terminate if:

☐ Client fails to provide necessary documents or information

☐ Client fails to pay as agreed

☐ Continued engagement would violate ethical rules

13. CLIENT ACKNOWLEDGMENTS

By signing this Agreement, the Client acknowledges:

☐ This engagement is for DOCUMENT REVIEW ONLY

☐ The Attorney is NOT representing me in any legal matter

☐ The Attorney will NOT negotiate or communicate with other parties

☐ I am responsible for decisions about signing/executing documents

☐ The review is based only on documents and information I provide

☐ No outcome or enforceability is guaranteed

☐ I should not share the review with third parties without consulting Attorney

☐ I understand the limitations of document review services

14. SIGNATURES

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

ATTORNEY:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

ATTACHMENT A: DOCUMENT SUBMISSION FORM

Document Title: [________________________________]

Document Date: [__/__/____]

Number of Pages: [____]

Parties to Document:

1. [________________________________]
2. [________________________________]
3. [________________________________]

Purpose of Document:
[________________________________]
[________________________________]

Your Role (e.g., buyer, seller, employee, landlord):
[________________________________]

Has Document Been Signed? ☐ Yes ☐ No

If Yes, Date Signed: [__/__/____]

Deadline for Signing (if not yet signed): [__/__/____]

Specific Concerns:
[________________________________]
[________________________________]
[________________________________]

Questions for Attorney:

1. [________________________________]

2. [________________________________]

3. [________________________________]

ATTACHMENT B: REVIEW CHECKLIST

(For Attorney Use)

General Review Items

☐ Parties correctly identified
☐ Dates and deadlines reviewed
☐ Definitions section reviewed
☐ Term/duration provisions reviewed
☐ Termination provisions reviewed
☐ Payment/consideration terms reviewed
☐ Representations and warranties reviewed
☐ Indemnification provisions reviewed
☐ Limitation of liability reviewed
☐ Insurance requirements reviewed
☐ Confidentiality provisions reviewed
☐ Non-compete provisions reviewed
☐ Intellectual property provisions reviewed
☐ Assignment provisions reviewed
☐ Governing law reviewed
☐ Dispute resolution reviewed
☐ Notice provisions reviewed
☐ Amendment provisions reviewed
☐ Severability clause present
☐ Entire agreement clause reviewed
☐ Signature blocks proper

Issues Identified

STATE-SPECIFIC NOTES

California

• Written fee agreements required for matters over $1,000 (B&P Code 6148)
• Document review fees typically apply

New York

• Letter of engagement required under 22 NYCRR Part 1215
• Must address scope, fees, and billing practices

Texas

• Standard limited scope representation rules apply under Rule 1.02(b)
• Written agreements recommended

Florida

• Florida Rule 4-1.2(c) permits limited scope representation
• Clear scope documentation recommended

SOURCES AND REFERENCES

• ABA Model Rule 1.2 - Scope of Representation
• ABA Model Rule 1.1 - Competence
• NYSBA - What Should Your Engagement Agreement Include?
• Michigan Bar - Ethical Considerations in Retainer Agreements