ENGAGEMENT AGREEMENT FOR LEGAL SERVICES
[Law Firm Letterhead]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Engagement & Operative Provisions
- Fees, Retainer & Billing Practices
- Representations, Warranties & Disclosures
- Covenants & Client Responsibilities
- Default, Withdrawal & Termination
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Engagement Agreement for Legal Services (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [LAW FIRM LEGAL NAME], a [California professional corporation/partnership/sole proprietorship] (“Attorney” or “Firm”); and
• [CLIENT LEGAL NAME], a [type of entity / individual] (“Client”).
Recitals
A. Client seeks legal representation in connection with [DESCRIPTION OF MATTER] (the “Matter”).
B. Firm is duly licensed to practice law in the State of California and is willing to represent Client subject to the terms and conditions set forth below.
C. The parties desire to memorialize their understanding pursuant to California law, including Cal. Bus. & Prof. Code § 6148 and the California Rules of Professional Conduct (“CRPC”).
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.
2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2.2 “Arbitration Clause” has the meaning set forth in Section 9.3.
2.3 “Client Funds” means any funds belonging to Client that are received by Firm, including any Retainer Deposit.
2.4 “Fee Arbitration Program” means the mandatory fee-dispute arbitration scheme under Cal. Bus. & Prof. Code §§ 6200–6206.
2.5 “Hourly Rate Schedule” means Firm’s then-current schedule of hourly billing rates, subject to periodic adjustment under Section 4.5.
2.6 “Professional Services” means the legal services to be provided by Firm as described in Section 3.1.
2.7 “Retainer Deposit” has the meaning set forth in Section 4.3.
[// GUIDANCE: Add additional defined terms as needed for specialized matters.]
3. SCOPE OF ENGAGEMENT & OPERATIVE PROVISIONS
3.1 Scope of Professional Services. Firm will provide Professional Services consisting of:
a. [Primary tasks, e.g., pre-litigation counseling, negotiation, drafting, filing pleadings];
b. [Optional tasks, e.g., appellate representation, ancillary regulatory advice].
The representation is limited to the Matter described above unless expanded by a subsequent written amendment executed by both parties.
3.2 Excluded Services. Unless expressly agreed in writing, Firm will not:
a. Provide business, investment, or tax advice;
b. Represent Client in matters outside California; or
c. Guarantee any particular outcome.
3.3 Staffing. Firm may assign attorneys, paralegals, and staff at its discretion, provided that a responsible partner will oversee the Matter.
3.4 Client Cooperation. Client shall timely provide all information, documents, and access reasonably necessary for Firm to perform the Professional Services.
3.5 Third-Party Experts. Firm may engage experts or investigators on Client’s behalf after obtaining Client’s prior written approval as required by CRPC 1.8.6.
4. FEES, RETAINER & BILLING PRACTICES
[// GUIDANCE: Fees must be “fair and reasonable” under CRPC 1.5. Written fee agreements are required when fees will exceed $1,000. Statutorily mandated language appears in italics.]
4.1 Fee Structure. Client agrees to compensate Firm on an hourly basis according to the Hourly Rate Schedule attached as Exhibit A. Client understands that the hourly rates are subject to change upon 30 days’ written notice.
4.2 Fee Estimates. Any budget or estimate is for planning purposes only and is not a cap or fixed fee.
4.3 Retainer Deposit.
a. Amount. Upon execution, Client shall advance a refundable Retainer Deposit of $[AMOUNT].
b. Trust Account. The Retainer Deposit will be deposited in Firm’s client trust account pursuant to CRPC 1.15.
c. Application. Firm may apply the Retainer Deposit to satisfy invoices as they become due; Client agrees to replenish the Retainer Deposit to the original amount within 10 days after written notice.
4.4 Billing & Payment.
a. Frequency. Firm will issue invoices monthly in arrears.
b. Due Date. Invoices are payable within 30 days of the invoice date.
c. Late Charges. Amounts unpaid after 30 days accrue interest at 1.0% per month (12% per annum), or the maximum lawful rate, whichever is less.
4.5 Rate Adjustments. Firm may adjust hourly rates annually; revised rates will apply 30 days after written notice.
4.6 Costs & Expenses. Client is responsible for all reasonable out-of-pocket costs (e.g., filing fees, court reporters, travel). Firm may forward vendor invoices directly to Client for payment.
4.7 Fee Arbitration Notice. In the event of a fee dispute, Client has the right to request arbitration pursuant to the State Bar’s Fee Arbitration Program (Cal. Bus. & Prof. Code §§ 6200–6206), which, if elected, is mandatory for Firm.
5. REPRESENTATIONS, WARRANTIES & DISCLOSURES
5.1 Firm Representations. Firm represents that:
a. It is duly licensed and in good standing to practice law in California;
b. It maintains professional liability insurance in at least the minimum amounts recommended by the State Bar of California; and
c. It has no current conflicts of interest that would materially impair its representation of Client, except as disclosed in Exhibit B.
5.2 Conflict Disclosures.
a. Identified Conflicts. [DISCLOSE KNOWN CONFLICTS OR STATE “None.”]
b. Future Conflicts. Should a conflict arise, Firm will promptly notify Client in writing and seek informed written consent as required by CRPC 1.7.
5.3 Client Representations. Client warrants that all information supplied to Firm will be, to Client’s knowledge, complete and accurate.
5.4 Survival. The representations and warranties in this Section survive termination of the Agreement.
6. COVENANTS & CLIENT RESPONSIBILITIES
6.1 Affirmative Covenants of Firm. Firm shall:
a. Diligently perform the Professional Services in accordance with applicable ethical standards;
b. Keep Client reasonably informed of significant developments (CRPC 1.4); and
c. Maintain Client confidences as required by law.
6.2 Client Covenants. Client shall:
a. Timely pay all invoices;
b. Cooperate fully with Firm; and
c. Refrain from directing or requesting Firm to engage in conduct that violates applicable law or ethical rules.
6.3 Notice & Cure. Either party alleging a breach shall provide written notice describing the breach in reasonable detail; the breaching party will have 10 business days to cure, if curable.
7. DEFAULT, WITHDRAWAL & TERMINATION
7.1 Events of Default by Client.
a. Failure to pay any invoice within 45 days;
b. Material breach of Section 6.2;
c. Failure to cooperate such that representation becomes unreasonably difficult (Cal. R. Ct. 3.1362).
7.2 Firm Withdrawal Rights. Upon an Event of Default or as otherwise permitted under CRPC 1.16, Firm may seek to withdraw by providing written notice and, where required, obtaining court approval.
7.3 Client Termination Rights. Client may terminate this Agreement at any time upon written notice, subject to payment for Services rendered and costs incurred through the termination date.
7.4 Post-Termination Obligations. Upon termination, Firm will provide Client with the case file and any unearned portion of the Retainer Deposit, subject to applicable lien rights.
8. RISK ALLOCATION
8.1 Professional Liability. Nothing in this Agreement shall be construed to prospectively limit Firm’s liability to Client for malpractice unless (i) Client is independently represented in making the agreement, and (ii) the limitation complies with CRPC 1.8.8. [OPTIONAL: Insert tailored limitation of liability provision if conditions are met.]
8.2 Indemnification of Client. Firm shall indemnify and hold harmless Client from any third-party claims directly arising out of Firm’s willful misconduct or gross negligence in the performance of Professional Services.
8.3 No Guarantee. Client acknowledges that Firm has made no promises or guarantees regarding the outcome of the Matter.
8.4 Force Majeure. Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, except for payment obligations.
9. DISPUTE RESOLUTION
9.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to conflict-of-law principles.
9.2 Forum Selection. Subject to Section 9.3, the parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], California.
9.3 Arbitration of Non-Fee Disputes. [OPTIONAL] (the “Arbitration Clause”)
a. Scope. Except for (i) fee disputes governed by Section 4.7 and (ii) applications for injunctive relief, any dispute arising out of or relating to this Agreement shall be resolved by confidential binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules.
b. Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to a jury trial for any dispute covered by this Arbitration Clause.
c. Injunctive Relief. Either party may seek provisional relief from a court of competent jurisdiction to preserve the status quo pending arbitration.
[// GUIDANCE: Remove or modify Section 9.3 if arbitration is not elected.]
10. GENERAL PROVISIONS
10.1 Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both parties. A waiver is effective only for the specific instance and purpose given.
10.2 Assignment. Neither party may assign its rights or delegate its duties without the prior written consent of the other, except that Firm may assign billing rights to a factoring entity upon notice.
10.3 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.
10.4 Entire Agreement. This Agreement (including exhibits) constitutes the entire agreement between the parties and supersedes all prior discussions or agreements concerning the subject matter.
10.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Signatures transmitted by PDF or via electronic signature platform (e.g., DocuSign) are binding.
10.6 Headings. Section headings are for convenience only and do not affect interpretation.
10.7 Notices. All notices shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier to the addresses set forth below or as later modified by written notice.
10.8 Independent Counsel. Client acknowledges that it has been advised of the right to consult independent counsel regarding this Agreement and, particularly, any limitation of liability provisions.
11. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
11.1 LAW FIRM
[NAME OF AUTHORIZED SIGNATORY]
[Title, e.g., Managing Partner]
[LAW FIRM LEGAL NAME]
Date: ____
11.2 CLIENT
[CLIENT SIGNATURE]
[Name and Title, if applicable]
[CLIENT LEGAL NAME]
Date: ____
Address for Notices – Firm:
[INSERT]
Address for Notices – Client:
[INSERT]
EXHIBIT A – HOURLY RATE SCHEDULE
[Insert table of billing categories and rates.]
EXHIBIT B – CONFLICT DISCLOSURES & CLIENT CONSENT
[Insert specific disclosures or “None.”]
[// GUIDANCE:
1. Verify that any limitation of malpractice liability complies with CRPC 1.8.8 and obtain separate client initials where prudent.
2. Remove optional arbitration/Jury waiver language if not selected.
3. Tailor retainer amount, scope descriptions, and staffing to each matter.
4. Update statutory references if California law changes.]