Engagement Letter - Legal Services

ENGAGEMENT LETTER FOR LEGAL SERVICES

(California hourly-fee engagement; professional review required)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Engagement & Operative Provisions
4. Fees, Retainer & Billing Practices
5. Conflicts & Insurance Disclosure
6. Client and Firm Responsibilities
7. Changes in Circumstances
8. Termination and Client File
9. Fee Questions
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

This Engagement Letter for Legal Services (the “Agreement”) is entered into as of [__/__/____] by and between:

• [LAW FIRM LEGAL NAME], a [California professional corporation/partnership/sole proprietorship] (“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. This form is for a non-contingent hourly engagement and is intended to state the compensation basis, general nature of services, and Firm and Client responsibilities addressed by Cal. Bus. & Prof. Code § 6148.

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 “Client Funds” means funds belonging to Client or another person that Firm receives in connection with the representation.
2.3 “Hourly Rate Schedule” means the rates and billing increments stated in Exhibit A.
2.4 “Professional Services” means the legal services described in Section 3.1.
2.5 “Advance Deposit” means the advance fee and expense deposit stated in Section 4.3.

3. SCOPE OF ENGAGEMENT & OPERATIVE PROVISIONS

3.1 Scope of Professional Services. Firm will provide Professional Services consisting of:

• [Primary tasks, e.g., pre-litigation counseling, negotiation, drafting, filing pleadings]
• [Optional tasks, e.g., trial, post-trial motions, appeal, collection, or renewal proceedings]

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:

• Provide business, investment, or tax advice
• Represent Client in a matter outside the scope stated in Section 3.1
• Guarantee any particular outcome

3.3 Staffing. Firm may assign attorneys, paralegals, law clerks, and staff at the rates stated in Exhibit A. [RESPONSIBLE LAWYER] will supervise the Matter.

3.4 Client Cooperation. Client will timely provide information, documents, decisions, and access reasonably necessary for Firm to perform the Professional Services.

3.5 Outside Professionals. Firm will obtain Client’s approval before retaining an expert, consultant, investigator, mediator, arbitrator, special master, or other outside professional whose charges will be billed to Client, except: [NONE / DESCRIBE LIMITED AUTHORITY].

4. FEES, RETAINER & BILLING PRACTICES

4.1 Fee Structure. This form is for an hourly, non-contingent engagement only. Client will pay the rates, billing increments, and charges stated in Exhibit A. Do not use this form for a contingent-fee engagement.

4.2 Fee Estimates. Any budget or estimate is for planning purposes only and is not a cap or fixed fee.

4.3 Advance Deposit. Client will deposit $[________] by [__/__/____]. The Advance Deposit will be held in a client trust account. Client authorizes Firm to apply trust funds to earned fees and incurred expenses under this Agreement as follows: [STATE TIMING, BILLING, AND OBJECTION PROCESS]. Any disputed portion will remain in trust until the dispute is resolved. Any replenishment amount and timing must be stated here: [________________________________].

4.4 Billing and Payment. Firm will issue itemized invoices [monthly/other: ________]. Payment is due [____] days after the invoice date. Each invoice will state the amount, rate, and basis for calculating fees and will identify costs and expenses. Client may request a bill at intervals of 30 days or more, and Firm will provide it within 10 days after the request.

4.5 No Automatic Finance Charge. This Agreement imposes no interest, collection charge, or attorney-fee shift unless a separately reviewed provision stating the current authority and exact terms is attached.

4.6 Rate Adjustments. Firm will communicate any proposed rate or billing-method change before applying it. Client may accept the change in a signed writing or end the engagement under Section 8.

4.7 Costs and Expenses. Client is responsible only for the costs, expense categories, and internal charge rates listed here or in Exhibit A: [________________________________]. Firm will obtain approval before incurring a cost above $[________], except as separately authorized in Section 3.5.

4.8 Invoice Questions. Client should promptly identify any questioned time entry, expense, payment, or trust-account application.

5. CONFLICTS & INSURANCE DISCLOSURE

5.1 Conflict Check. Firm has performed a conflict check based on information provided by Client. Known conflict information is stated in Exhibit B.

5.2 Separate Disclosure and Consent. If a conflict or relationship requiring disclosure or consent is identified, Firm will use a separate writing tailored to the circumstances. A representation requiring informed written consent will proceed only when the applicable conditions of Rule 1.7 are satisfied.

5.3 Updates. Client will promptly provide new party, affiliate, witness, transaction, and other information relevant to conflict review.

5.4 No Advance Waiver. This Agreement does not pre-authorize Firm to undertake a future representation adverse to Client.

5.5 Professional Liability Insurance. Select the accurate option after reviewing Rule 1.4.2:

• ☐ Firm has professional liability insurance.
• ☐ Required disclosure: “Pursuant to rule 1.4.2 of the California Rules of Professional Conduct, I am informing you in writing that I do not have professional liability insurance.”
• ☐ Rule 1.4.2 does not require disclosure for this engagement because: [STATE APPLICABLE EXCEPTION].

6. CLIENT AND FIRM RESPONSIBILITIES

6.1 Firm Responsibilities. Firm will perform legal services competently, act with reasonable diligence, keep Client reasonably informed about significant developments, explain matters as reasonably necessary for informed decisions, and protect confidential information as required by law and the Rules.

6.2 Client Responsibilities. Client will provide complete and accurate information, respond to reasonable requests, review invoices, pay undisputed fees and expenses, preserve relevant information, appear when reasonably necessary, and refrain from asking Firm to counsel or assist conduct that is criminal, fraudulent, or a violation of law, rule, or tribunal ruling.

6.3 Decisions. Firm will consult Client as required about objectives and means. Client retains the decisions assigned to Client by law, including whether to accept or reject a settlement.

6.4 Changes. Either party will promptly communicate a material change affecting scope, timing, conflicts, staffing, fees, expenses, instructions, insurance disclosure, or the ability to continue the representation.

7. CHANGES IN CIRCUMSTANCES

7.1 Additional Work. Work outside Section 3 requires a written scope and fee update before Firm undertakes it, unless immediate action is reasonably necessary to protect Client and prior approval cannot practicably be obtained.

7.2 Rate or Staffing Change. Firm will communicate a proposed material staffing, rate, or billing-method change before it takes effect. Client may accept it in a signed writing or end the engagement.

7.3 No Automatic Suspension. Nonpayment or another disagreement does not authorize Firm to disregard a deadline or tribunal obligation. Any suspension or withdrawal must comply with Section 8 and the Rules.

7.4 No Guarantee. Firm makes no promise or guarantee about the outcome of the Matter.

8. TERMINATION AND CLIENT FILE

8.1 Client Discharge. Client may discharge Firm at any time. Client remains responsible for earned fees and incurred expenses.

8.2 Firm Withdrawal. Firm may withdraw only when permitted by Rule 1.16 and other applicable law. If tribunal permission is required, Firm will not terminate the representation before obtaining permission.

8.3 Client Protection. Before ending the engagement, Firm will take reasonable steps to avoid reasonably foreseeable prejudice to Client, including sufficient notice to permit Client to retain other counsel.

8.4 Client File. At Client’s request and subject to an applicable protective order, nondisclosure agreement, statute, or regulation, Firm will promptly release all client materials and property described by Rule 1.16(e)(1), whether Client has paid for them or not. Firm may retain a copy at its own expense.

8.5 Refund. Firm will promptly refund any advance fee or expense that Firm has not earned or incurred. This hourly-fee Agreement does not create a true retainer.

8.6 End of Matter. Unless ended earlier, the engagement ends when Firm completes the work in Section 3 and sends a closing communication.

9. FEE QUESTIONS

9.1 Internal Review. Client may request an explanation or review of any invoice, trust-account application, or expense.

9.2 Mandatory Fee Arbitration Act. California’s statutory fee-arbitration process is voluntary for Client and required for Firm if Client requests it, subject to the statute and applicable program rules. When a fee dispute arises, Firm will provide any notice then required by Cal. Bus. & Prof. Code § 6201 using the current State Bar form.

9.3 No Other Dispute Waiver. This Agreement does not require arbitration of malpractice or another non-fee claim, waive a jury, select an exclusive forum, prospectively limit malpractice liability, or waive a claim, defense, or disciplinary remedy.

9.4 Separate Agreement Required. Any later agreement addressing mediation or arbitration must be in a separate writing reviewed for the circumstances then existing.

10. GENERAL PROVISIONS

10.1 Changes. Any agreed change to scope, fees, expenses, or another material term must be recorded in a writing signed by Firm and Client.

10.2 No Transfer of Representation. This Agreement does not authorize transfer of professional duties or disclosure of Client information to another firm or a billing purchaser.

10.3 Severability. If a provision is held invalid or unenforceable, the parties will obtain advice about the effect on the remaining terms. This clause does not direct a court or arbitrator to rewrite a professional obligation.

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 Signatures and Copy. Firm and Client will sign this Agreement using the method identified here: [PAPER / APPROVED ELECTRONIC PROCESS]. Firm will provide Client a fully executed copy when the Agreement is signed.

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 No Liability Limitation. This Agreement contains no prospective limitation of Firm’s malpractice liability. Rule 1.8.8(a) prohibits adding one.

11. EXECUTION BLOCK

The parties have read and understood this Agreement and sign it below. Firm will return a fully executed copy to Client.

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.”]