ENGAGEMENT LETTER FOR LEGAL SERVICES
(Arizona – State Bar Compliance)
[// GUIDANCE: This template is drafted to comply with the Arizona Rules of Professional Conduct (“ERs”), the Arizona Supreme Court’s Trust Account Rules, and associated fee-disclosure requirements. Practitioners must tailor bracketed items, verify current rule citations, and review ethical constraints (e.g., ER 1.5, 1.7, 1.8, 1.15).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Engagement & Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Engagement Letter for Legal Services (the “Agreement”)
This Agreement is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [LAW FIRM NAME], an Arizona professional limited liability company/law professional corporation with its principal office at [ADDRESS] (the “Firm”); and
• [CLIENT NAME], [legal status & jurisdiction of organization OR individual], with a mailing address at [ADDRESS] (the “Client”).
Collectively, the Firm and the Client are referred to as the “Parties,” and each individually as a “Party.”
RECITALS
A. The Client desires to retain the Firm to provide certain legal services.
B. The Firm is willing to provide such services under the terms and conditions set forth herein.
C. Consideration is acknowledged by the mutual promises contained in this Agreement.
NOW, THEREFORE, intending to be legally bound, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings assigned below. Defined terms may be used in the singular or plural as the context requires.
“Advance Deposit” – A sum placed in the Firm’s client trust account pursuant to Ariz. Sup. Ct. R. 43 to secure payment of Fees and Costs.
“Applicable Rules” – Collectively, (i) the Arizona Rules of Professional Conduct, (ii) Arizona Supreme Court Rules 31–43, and (iii) all other mandatory professional or regulatory requirements governing the Firm’s practice.
“Conflict Disclosure” – The written disclosure provided by the Firm describing any current or potential conflict of interest under ER 1.7 and 1.9.
“Fees” – The legal fees payable by Client as described in Section 3.3.
“File” – All documents, correspondence, pleadings, discovery materials, and work product maintained by the Firm in connection with the Matter.
“Matter” – The specific legal representation described in Section 3.1.
“Professional Liability” – Liability arising from any negligent act, error, omission, breach of fiduciary duty, or violation of the Applicable Rules by the Firm or its personnel in the course of providing Services.
“Services” – The legal services to be provided by the Firm as detailed in Section 3.1 and any written addenda.
3. SCOPE OF ENGAGEMENT & OPERATIVE PROVISIONS
3.1 Limited Scope of Representation.
(a) The Firm agrees to represent Client in the following Matter: [DETAILED DESCRIPTION OF MATTER] (“Scope”).
(b) Services outside the Scope will require a separate written agreement or amendment.
(c) The Firm does not undertake to provide tax, accounting, or non-legal advice; Client is advised to obtain such advice from qualified professionals.
3.2 Client Responsibilities.
(a) Client shall cooperate fully, provide truthful and complete information, appear at scheduled proceedings, and timely respond to the Firm’s communications.
(b) Failure to fulfill these responsibilities may constitute a material breach (see Section 6).
3.3 Fees, Advance Deposit, & Billing.
(a) Fee Arrangement – [Select ONE of the following and delete others]
i. Hourly: Attorneys $[RATE]/hr; Paralegals $[RATE]/hr.
ii. Flat: $[AMOUNT] for completion of the Scope.
iii. Contingent: % of any gross recovery, pursuant to separate written agreement under ER 1.5(c).
(b) Advance Deposit – Client shall remit $[AMOUNT] within five (5) business days of execution. Funds will be deposited into the Firm’s trust account. The Firm may transfer earned Fees to its operating account only as Services are rendered and invoiced.
(c) Billing Cycle & Payment – Statements will issue [monthly/bi-weekly]. Payment is due within fifteen (15) days of invoice date. Past-due balances accrue interest at []% per annum, not to exceed the maximum lawful rate.
(d) Cost & Expense Reimbursement – Client shall reimburse out-of-pocket costs (e.g., filing fees, courier, expert fees). For items exceeding $[THRESHOLD], the Firm will obtain Client’s prior approval.
3.4 Retainer Requirements.
The Advance Deposit is a retainer that remains Client property until earned. Any unused portion will be refunded within ten (10) business days after termination of Services.
3.5 Conflict Disclosure & Waiver.
(a) The Firm has disclosed potential conflicts in the attached Conflict Disclosure.
(b) By signing below, Client [waives / does not waive] the disclosed conflicts pursuant to ER 1.7(b).
(c) The Firm will monitor for conflicts throughout the Matter and notify Client promptly of any new issues.
3.6 Personnel & Delegation.
The Firm may assign attorneys or staff as it deems appropriate under ER 5.1 and 5.3, but remains responsible for overall supervision.
3.7 File Retention.
The Firm will retain the File for not less than five (5) years after final invoice, after which it may be destroyed in accordance with applicable ethical opinions, absent contrary written instruction.
4. REPRESENTATIONS & WARRANTIES
4.1 Firm Representations.
(a) The Firm is duly licensed and in good standing with the State Bar of Arizona.
(b) The Firm maintains professional liability insurance with limits of at least $[LIMIT].
(c) The individual signing on behalf of the Firm has full authority to bind the Firm.
4.2 Client Representations.
(a) Client has full authority to enter into this Agreement.
(b) Information furnished to the Firm will be accurate and complete to the best of Client’s knowledge.
(c) Client acknowledges that results are not guaranteed and that the Firm has made no promises regarding outcome.
4.3 Survival.
The representations and warranties in this Section 4 survive termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality.
The Firm will maintain confidentiality as required by ER 1.6 and applicable law.
5.2 No Assignment of Claims.
Client shall not assign any claim arising out of the representation without the Firm’s prior written consent, except to a successor entity in a merger or acquisition.
5.3 Publicity & Marketing.
The Firm may list Client’s name and a generic description of the Matter in its experience materials only with Client’s written consent.
5.4 Notice Obligations.
Any notice required under this Agreement must be in writing and delivered to the addresses in the Document Header by (i) certified U.S. mail, return receipt requested, (ii) nationally recognized overnight courier, or (iii) email with receipt confirmation.
6. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Client fails to pay any invoice within thirty (30) days after due date.
(b) Client materially breaches Section 3.2.
(c) Firm materially breaches any provision of this Agreement.
6.2 Cure Period.
The non-defaulting Party shall provide written notice specifying the default. The defaulting Party will have ten (10) days to cure monetary defaults and twenty (20) days to cure non-monetary defaults.
6.3 Remedies.
(a) If Client defaults, the Firm may suspend work, withdraw under ER 1.16, and pursue collection of unpaid Fees and Costs, including reasonable attorneys’ fees.
(b) If the Firm defaults and fails to cure, Client may terminate the Agreement and seek restitution or damages as permitted by law and Section 7.
6.4 Attorney Fees & Costs.
The prevailing Party in any enforcement action shall recover reasonable attorneys’ fees, costs, and expenses.
7. RISK ALLOCATION
7.1 Indemnification – Professional Liability.
Subject to Section 7.2, the Firm will defend, indemnify, and hold harmless Client against third-party claims arising exclusively from the Firm’s gross negligence, willful misconduct, or violation of the Applicable Rules, provided that:
(i) Client promptly notifies the Firm in writing of any claim;
(ii) the Firm controls the defense and settlement; and
(iii) Client reasonably cooperates at the Firm’s expense.
7.2 Limitation of Liability.
Nothing herein shall be construed to prospectively limit the Firm’s liability for malpractice in violation of ER 1.8(h). Any permissible limitation shall require (a) Client’s informed written consent and (b) review by independent counsel.
7.3 Force Majeure.
Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, pandemic, or governmental restrictions, provided the affected Party gives prompt notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law.
This Agreement and any dispute arising hereunder shall be governed by the professional-responsibility rules and substantive laws of the State of Arizona, without regard to conflict-of-law principles.
8.2 Forum Selection.
Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Arizona.
8.3 Arbitration.
[OPTIONAL – DELETE IF NOT ELECTED] Any dispute not resolved informally within thirty (30) days shall be submitted to binding arbitration before the [American Arbitration Association / State Bar of Arizona Fee Arbitration Program] in accordance with its rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver.
[OPTIONAL – DELETE IF NOT ELECTED] The Parties knowingly waive the right to a trial by jury for any dispute arising out of this Agreement, to the extent permitted by law.
8.5 Injunctive Relief.
Each Party acknowledges that monetary damages may be inadequate for breaches of confidentiality or trust-account obligations. Accordingly, injunctive relief shall be available but limited to the extent necessary to prevent such breaches.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver.
No amendment or waiver is effective unless in a written instrument signed by both Parties. A waiver of any breach is not a waiver of any other breach.
9.2 Assignment.
Neither Party may assign this Agreement without the other’s prior written consent, except that the Firm may assign to a successor entity resulting from merger or reorganization.
9.3 Severability.
If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to be enforceable.
9.4 Entire Agreement.
This Agreement, including any addenda and Conflict Disclosure, constitutes the entire agreement between the Parties and supersedes all prior understandings.
9.5 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted by PDF or a recognized e-signature platform shall be deemed original.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Engagement Letter as of the Effective Date.
[LAW FIRM NAME]
By: ____
Name: ____
Title: _____
Date: _________
[CLIENT NAME]
By: ____
Name: ____
Title/Capacity: ___
Date: _________
[// GUIDANCE: If the client is an individual, delete “Title/Capacity.” If notarization or witness signatures are required (rare for engagement letters), insert proper blocks here.]
Acknowledgement of Conflict Disclosure (if applicable)
I, [CLIENT NAME], hereby acknowledge that I have received, reviewed, and understood the Conflict Disclosure attached hereto, and I [consent / do not consent] to the Firm’s continued representation notwithstanding the disclosed conflict(s).
Client Initials: ___ Date: ____
[// GUIDANCE: Attach exhibits as needed, e.g., Exhibit A – Conflict Disclosure; Exhibit B – Hourly Rate Schedule; Exhibit C – Trust Account Notice.]