Engagement Letter for Legal Services

ENGAGEMENT LETTER FOR LEGAL SERVICES

State of Colorado

[LAW FIRM NAME]
[________________________________]
[________________________________]
[________________________________]
Telephone: [________________________________]
Email: [________________________________]

[__/__/____]

[________________________________]
[________________________________]
[________________________________]
[________________________________]

Re: Engagement of Legal Services — [________________________________]

Dear [________________________________]:

Thank you for selecting [LAW FIRM NAME] ("Firm," "we," or "us") to represent you in the matter described below. This Engagement Letter sets forth the terms and conditions of our attorney-client relationship. Please read this letter carefully, as it constitutes a binding agreement ("Agreement") between you ("Client" or "you") and the Firm. Colorado Rules of Professional Conduct ("Colo. RPC") Rule 1.5(b) requires that the basis or rate of the fee and expenses be communicated to the client in writing before or within a reasonable time after commencing the representation.

By signing below, you acknowledge that you have read, understand, and agree to the terms of this Agreement.

TABLE OF CONTENTS

1. Identification of Client and Responsible Attorney
2. Scope of Representation
3. Fee Arrangement
4. Advance Deposit and Trust Accounting
5. Billing and Payment Terms
6. Costs and Expenses
7. Client Responsibilities
8. Attorney Responsibilities and Communication
9. Conflicts of Interest
10. Professional Liability Insurance Disclosure
11. No Guarantee of Outcome
12. Document Retention and File Policy
13. Termination of Representation
14. Fee Dispute Resolution
15. General Provisions
16. Client Acknowledgments
17. Signatures

1. IDENTIFICATION OF CLIENT AND RESPONSIBLE ATTORNEY

Client Information:

If Client is an Entity:

IMPORTANT NOTICE — Entity Clients: Under Colo. RPC 1.13, when the Firm represents an organization, the Firm's client is the organization itself, not its individual officers, directors, members, shareholders, or employees. The Firm does not represent any individual associated with the entity in their personal capacity unless a separate written engagement is executed.

Responsible Attorney:

Other attorneys, paralegals, or legal assistants may work on your matter under the supervision of the Lead Attorney. You will be notified if there is a change in the Lead Attorney assigned to your matter.

2. SCOPE OF REPRESENTATION

2.1 Matter Description

The Firm agrees to represent Client in the following matter only:

Matter Description: [________________________________]

[________________________________]

[________________________________]

Case/Matter Number (if applicable): [________________________________]

Court/Tribunal (if applicable): [________________________________]

2.2 Limitations on Scope

Pursuant to Colo. RPC 1.2(c), this engagement is limited to the matter described above. The Firm does not undertake representation on any other matter unless a separate written engagement is executed. Without limitation, the following are excluded from this engagement unless separately agreed in writing:

☐ Appeals or post-judgment proceedings
☐ Tax advice or tax return preparation
☐ Accounting, financial planning, or investment advice
☐ Regulatory or administrative proceedings
☐ Related litigation not described above
☐ Criminal matters
☐ Intellectual property prosecution or registration
☐ Collection of judgments or awards
☐ Other: [________________________________]

2.3 Limited-Scope Representation (If Applicable)

☐ This is a limited-scope (unbundled) representation. The Firm will provide only the following specific services:

[________________________________]

[________________________________]

Client understands that the Firm will not provide representation beyond the specific tasks identified above, and Client is responsible for all other aspects of the matter, including but not limited to court appearances, filings, and communications not specifically identified.

3. FEE ARRANGEMENT

The Firm's fees are determined in accordance with Colo. RPC 1.5(a), which provides that a lawyer shall not make an agreement for, charge, or collect an unreasonable fee. Select the applicable fee arrangement:

3.1 Fee Structure

☐ Hourly Rate

Time is recorded in increments of [____] of an hour (e.g., one-tenth = 6-minute increments). The Firm reserves the right to adjust hourly rates annually upon not less than thirty (30) days' prior written notice to Client. Adjusted rates apply only to services rendered after the effective date of the adjustment.

☐ Flat Fee

Pursuant to Colo. RPC 1.5(h), the Firm will perform the services described in Section 2 for a flat fee of $[________________________________].

Flat Fee Disclosures Required by Colo. RPC 1.5(h):

(i) The flat fee shall be deposited into the Firm's trust account (COLTAF) upon receipt.

(ii) The flat fee shall be earned by the Firm and transferred from the trust account to the Firm's operating account:

☐ Upon completion of all services described in Section 2.

☐ In accordance with the following schedule of milestones or benchmarks:

Milestone	Amount Earned
[________________________________]	$[____]
[________________________________]	$[____]
[________________________________]	$[____]
[________________________________]	$[____]

(iii) If this Agreement is terminated before all services are completed, the Firm shall refund to Client any portion of the flat fee that has not yet been earned. Client acknowledges that nonrefundable fees and nonrefundable retainers are prohibited under Colorado law.

☐ Contingency Fee — A separate Contingency Fee Agreement complying with Colo. RPC 1.5(c) and the Rules Governing Contingent Fees (C.R.C.P. Chapter 23.3) must be executed. The required disclosures under Colo. RPC 1.5(c) will be provided in that separate agreement.

☐ Engagement Retainer Fee

An engagement retainer fee of $[________________________________] is charged solely to secure the Firm's availability and willingness to represent Client in this matter. This fee is earned upon receipt and compensates the Firm for forgoing other employment opportunities. Pursuant to Colo. RPC 1.5(g), this fee is separate from and in addition to any fees for actual legal services performed, which will be billed as described above.

☐ Hybrid / Other Fee Arrangement

[________________________________]

[________________________________]

3.2 Fee Estimates

Any fee estimate provided by the Firm, whether oral or written, is for budgeting purposes only and does not constitute a guarantee of total cost. Actual fees may be higher or lower than any estimate depending on the complexity of the matter, developments in the case, and other factors.

4. ADVANCE DEPOSIT AND TRUST ACCOUNTING

4.1 Initial Advance Deposit (Retainer)

Client shall pay an initial advance deposit of $[________________________________] upon execution of this Agreement. This deposit will be held in the Firm's COLTAF-compliant trust account in accordance with Colo. RPC 1.15 and Colo. RPC 1.15A-E.

4.2 Application of Funds

The Firm will apply trust account funds to pay Statements for fees and expenses as they are earned and incurred. Client will receive an accounting of trust account activity with each billing statement.

4.3 Replenishment

When the trust account balance falls below $[________________________________] (or [____]% of the initial deposit), Client shall replenish the trust account to $[________________________________] within [____] days of written notice from the Firm. Failure to replenish the trust account may result in the Firm's withdrawal from representation in accordance with Colo. RPC 1.16(b)(5).

4.4 Refund of Unused Funds

Any funds remaining in the trust account upon conclusion or termination of the engagement will be promptly refunded to Client after final billing. No advance deposit is nonrefundable. Pursuant to Colo. RPC 1.5, nonrefundable fees and nonrefundable retainers are prohibited.

4.5 Trust Account Compliance

All client funds will be held in compliance with the following:

5. BILLING AND PAYMENT TERMS

5.1 Billing Frequency

The Firm will issue itemized billing statements on a ☐ monthly ☐ quarterly ☐ other: [____] basis. Each statement will include a description of services rendered, time expended (if hourly), costs incurred, trust account activity, and the balance due.

5.2 Payment Due Date

Payment of each billing statement is due within [____] days of the statement date. The Firm accepts payment by:

☐ Check
☐ Wire transfer
☐ Credit card
☐ ACH/electronic transfer
☐ Other: [________________________________]

5.3 Late Payment

Past-due balances may accrue a finance charge of [____]% per month (or the maximum rate permitted under Colorado law, whichever is less). The Firm will provide written notice before imposing any finance charge.

5.4 Consequences of Non-Payment

If Client fails to pay any statement within [____] days after it becomes due, the Firm may, after providing reasonable written notice and an opportunity to cure:

(a) Withdraw from representation in accordance with Colo. RPC 1.16(b)(5), subject to any required court approval;

(b) Apply any remaining trust account funds to the outstanding balance;

(c) Exercise all lawful remedies to collect the unpaid fees and costs, including reasonable attorney fees and costs of collection.

NOTICE: The Firm will not exercise a retaining lien or charging lien over Client's file or property in a manner that would prejudice Client's interests in violation of Colo. RPC 1.16(d).

6. COSTS AND EXPENSES

6.1 Reimbursable Costs

In addition to fees for legal services, Client is responsible for all costs and expenses reasonably incurred in connection with the matter. Common costs include, but are not limited to:

6.2 Advance Approval for Significant Costs

The Firm will obtain Client's advance approval before incurring any single expense exceeding $[________________________________]. Client's approval may be provided orally or in writing.

6.3 Third-Party Costs

Certain costs (such as filing fees, expert fees, and deposition costs) must be paid directly by Client or advanced from the trust account. The Firm is not obligated to advance costs on Client's behalf unless otherwise agreed.

7. CLIENT RESPONSIBILITIES

Client agrees to the following obligations, which are essential to the effective representation:

(a) Truthfulness. Provide the Firm with complete, accurate, and truthful information regarding the matter.

(b) Cooperation. Cooperate fully with the Firm and respond to communications and requests for information promptly.

(c) Availability. Keep the Firm informed of Client's current contact information and be available for conferences, depositions, hearings, and other proceedings as required.

(d) Document Preservation. Preserve and provide all documents, communications, and materials relevant to the matter.

(e) Timely Payment. Pay all fees, costs, and expenses in accordance with this Agreement.

(f) Decision-Making. Under Colo. RPC 1.2(a), Client retains authority to make decisions regarding the objectives of the representation, including whether to settle, accept a plea offer, waive a jury trial, or testify.

(g) Compliance. Comply with all court orders, deadlines, and legal obligations related to the matter.

8. ATTORNEY RESPONSIBILITIES AND COMMUNICATION

8.1 Professional Obligations

The Firm agrees to provide competent, diligent, and loyal representation in accordance with the Colorado Rules of Professional Conduct, including but not limited to:

8.2 Communication Standards

Pursuant to Colo. RPC 1.4, the Firm will:

(a) Promptly inform Client of any decision or circumstance requiring Client's informed consent;

(b) Reasonably consult with Client about the means by which Client's objectives are to be accomplished;

(c) Keep Client reasonably informed about the status of the matter;

(d) Promptly comply with reasonable requests for information; and

(e) Explain matters to the extent reasonably necessary to permit Client to make informed decisions regarding the representation.

8.3 Response Times

The Firm will endeavor to respond to Client communications within [____] business days. Urgent matters will be addressed as promptly as circumstances permit. Client understands that the Firm represents other clients and that there may be periods when the Lead Attorney is unavailable due to court appearances, trials, or other professional obligations.

9. CONFLICTS OF INTEREST

9.1 Conflict Check

The Firm has conducted a conflicts check in accordance with Colo. RPC 1.7 and Colo. RPC 1.9. Based on information currently available:

☐ No conflict of interest has been identified.

☐ A potential conflict of interest has been identified as follows:

[________________________________]

[________________________________]

[________________________________]

If a conflict has been identified, Client has been fully informed of the nature and implications of the conflict. If Client consents to the representation notwithstanding the conflict, Client must sign the Conflict of Interest Waiver attached as Exhibit A in compliance with Colo. RPC 1.7(b).

9.2 Future Conflicts

If a conflict arises during the course of representation, the Firm will promptly notify Client and discuss available options, which may include obtaining a written waiver, implementing an ethical screen, or withdrawing from representation.

10. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE

Pursuant to the Colorado Supreme Court's professional liability insurance disclosure requirements:

☐ The Firm maintains professional liability (malpractice) insurance with coverage of at least $[________________________________] per claim and $[________________________________] in the aggregate. The Firm will notify Client in writing if this coverage lapses, is terminated, or falls below the stated amounts during the representation.

☐ The Firm does not maintain professional liability (malpractice) insurance. Client acknowledges this disclosure and understands that the Firm does not carry insurance that may cover claims arising from errors, omissions, or negligent acts in the provision of legal services.

NOTE: Colorado does not require attorneys to carry professional liability insurance; however, attorneys must disclose their insurance status to the Colorado Supreme Court and to clients at the time of engagement.

11. NO GUARANTEE OF OUTCOME

Client acknowledges and understands that:

(a) The Firm has made no promises or guarantees regarding the outcome of the matter;

(b) Any expressions of opinion regarding the merits, likelihood of success, or potential outcomes are the Firm's professional assessment only and are not guarantees;

(c) The outcome of any legal matter depends on many factors beyond the Firm's control, including the facts of the case, applicable law, the actions of opposing parties, and the decisions of judges, juries, or other decision-makers; and

(d) Prior results obtained by the Firm or its attorneys do not guarantee a similar outcome in Client's matter.

12. DOCUMENT RETENTION AND FILE POLICY

12.1 Client File

In accordance with Colo. RPC 1.16A, the Firm will maintain Client's file for a minimum of two (2) years following the termination of representation, unless the file is delivered to Client or Client provides written authorization for earlier destruction.

12.2 Return of File

Upon termination of the engagement, Client may request the return of the Client's file. The Firm will promptly deliver all documents and property to which Client is entitled under Colo. RPC 1.16(d).

12.3 Destruction Notice

Before destroying any client file after the retention period, the Firm will provide Client with written notice at least thirty (30) days in advance of the intended destruction date. The notice will be sent to Client's last known address.

12.4 File Contents

The client file includes all materials provided by Client and all work product created by the Firm on Client's behalf, subject to any applicable attorney work-product protections. The Firm may retain copies of the file for its records.

13. TERMINATION OF REPRESENTATION

13.1 Termination by Client

Client may terminate this engagement at any time, with or without cause, by providing written notice to the Firm. Upon termination by Client:

(a) Client is responsible for payment of all fees earned and costs incurred through the date of termination;

(b) Any unearned fees and unexpended costs held in trust will be promptly refunded; and

(c) The Firm will take reasonable steps to protect Client's interests, including providing reasonable notice, allowing time for employment of other counsel, and surrendering papers and property to which Client is entitled (Colo. RPC 1.16(d)).

13.2 Termination by the Firm

The Firm may withdraw from representation only as permitted under Colo. RPC 1.16, including but not limited to the following circumstances:

(a) Client insists upon taking action with which the Firm has a fundamental disagreement (Colo. RPC 1.16(b)(4));

(b) Client fails to fulfill a substantial financial obligation to the Firm after reasonable warning (Colo. RPC 1.16(b)(5));

(c) The representation will result in an unreasonable financial burden on the Firm (Colo. RPC 1.16(b)(6));

(d) Client fails to cooperate or follow the Firm's reasonable advice;

(e) A conflict of interest arises that cannot be waived; or

(f) Other good cause for withdrawal exists (Colo. RPC 1.16(b)(7)).

NOTICE: If the matter is pending before a court or tribunal, the Firm's withdrawal is subject to court approval. The Firm will not withdraw at a time or in a manner that would materially prejudice Client's interests.

13.3 Obligations Upon Termination

Regardless of which party terminates the engagement, the following obligations survive:

(a) Client's obligation to pay for services rendered and costs incurred through the termination date;

(b) The Firm's obligation to refund any unearned fees and unexpended costs;

(c) The Firm's duty of confidentiality under Colo. RPC 1.6; and

(d) The Firm's duty to return Client's file and property under Colo. RPC 1.16(d).

14. FEE DISPUTE RESOLUTION

14.1 Fee Arbitration Notice

IMPORTANT: Client is hereby informed of the Colorado Bar Association's Legal Fee Arbitration Committee ("LFAC"), which offers a voluntary, no-cost process for resolving fee disputes between attorneys and clients. Information about the LFAC may be obtained by contacting:

Colorado Bar Association
Legal Fee Arbitration Committee
1290 Broadway, Suite 1700
Denver, Colorado 80203
Telephone: (303) 860-1115
Website: www.cobar.org/legalfee

14.2 Dispute Resolution Process

In the event of a fee dispute, the parties agree to the following resolution process:

Step 1 — Direct Negotiation. The parties will first attempt to resolve the dispute through direct communication within [____] days.

Step 2 — Mediation. If direct negotiation is unsuccessful, the parties will submit the dispute to mediation before a neutral mediator mutually agreed upon, with costs shared equally.

Step 3 — Resolution.

☐ CBA Fee Arbitration. If mediation is unsuccessful, either party may submit the dispute to the Colorado Bar Association Legal Fee Arbitration Committee.

☐ Binding Arbitration. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in [________________________________] County, Colorado, in accordance with the Colorado Uniform Arbitration Act, C.R.S. § 13-22-201 et seq.

☐ Litigation. If mediation is unsuccessful, either party may pursue the dispute in a court of competent jurisdiction in [________________________________] County, Colorado.

14.3 Governing Law and Venue

This Agreement shall be governed by the laws of the State of Colorado, including the Colorado Rules of Professional Conduct, without regard to conflict-of-law principles. Venue for any legal proceeding arising under this Agreement shall be in [________________________________] County, Colorado.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with any exhibits and addenda, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

15.2 Amendments

No modification of this Agreement is effective unless made in writing and signed by both parties.

15.3 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Assignment

Neither party may assign rights or obligations under this Agreement without the prior written consent of the other party, except that the Firm may assign this Agreement to a successor firm or entity with prior written notice to Client.

15.5 Notices

All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) U.S. mail, postage prepaid, certified, return receipt requested; (c) nationally recognized overnight courier; or (d) email with confirmation of receipt, to the addresses set forth in Section 1. A party may change its notice address by written notice to the other party.

15.6 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall constitute an original. Signatures transmitted by facsimile, PDF, or electronic signature (in compliance with the Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.) shall be deemed original signatures.

15.7 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that or any other provision in the future.

15.8 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16. CLIENT ACKNOWLEDGMENTS

By signing this Agreement, Client acknowledges and confirms the following:

☐ I have read and understand all terms of this Agreement.

☐ I have had the opportunity to ask questions about this Agreement and have received satisfactory answers.

☐ I understand the scope of representation as described in Section 2 and that matters outside that scope are not covered.

☐ I understand the fee arrangement described in Section 3 and agree to the rates, fees, and payment terms stated herein.

☐ I understand that no outcome has been promised or guaranteed.

☐ I have received information about the Firm's professional liability insurance status as described in Section 10.

☐ I have been informed of the Colorado Bar Association's Legal Fee Arbitration Committee and my right to seek fee arbitration.

☐ I understand my right to terminate this engagement at any time upon written notice.

☐ I understand the Firm's document retention policy as described in Section 12.

☐ I have received a copy of this signed Agreement for my records.

17. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Engagement Letter for Legal Services as of the date first written above.

FIRM:

[LAW FIRM NAME]

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Colorado Bar Number: [________________________________]

Date: [__/__/____]

CLIENT:

[CLIENT NAME]

Signature: _______________________________________________

Printed Name: [________________________________]

Title (if entity representative): [________________________________]

Date: [__/__/____]

If Client is an entity, the following additional signature may be required:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — CONFLICT OF INTEREST WAIVER

(Complete only if a conflict of interest has been identified in Section 9)

INFORMED CONSENT TO CONFLICT OF INTEREST

Pursuant to Colo. RPC 1.7(b)

I, [________________________________] ("Client"), have been informed by [LAW FIRM NAME] ("Firm") of the following potential conflict of interest in connection with the Firm's representation of me in the matter of [________________________________]:

Nature of Conflict:

[________________________________]

[________________________________]

[________________________________]

Risks of Proceeding with Representation Despite the Conflict:

[________________________________]

[________________________________]

[________________________________]

Alternatives Available to Client:

[________________________________]

[________________________________]

I have been advised that I have the right to seek independent legal counsel regarding this conflict waiver. After full disclosure and an opportunity to consider the matter:

☐ I have consulted with independent counsel regarding this waiver.

☐ I have chosen not to consult with independent counsel regarding this waiver.

I hereby provide my informed consent, confirmed in writing, to the Firm's representation notwithstanding the identified conflict, as required by Colo. RPC 1.7(b)(4).

Client Signature: _______________________________________________

Date: [__/__/____]

EXHIBIT B — CONTINGENCY FEE ADDENDUM

(Complete only if the fee arrangement is contingent — see Section 3.1)

This Contingency Fee Addendum is incorporated into and made part of the Engagement Letter for Legal Services dated [__/__/____]. This Addendum complies with Colo. RPC 1.5(c) and the Rules Governing Contingent Fees (C.R.C.P. Chapter 23.3).

Pre-Agreement Disclosures Required by Colo. RPC 1.5(c)

Before entering into this contingent fee agreement, the Firm has disclosed the following in writing:

Contingent Fee Terms

Contingent Fee Percentage:

Calculation Basis:

☐ Fee calculated on gross recovery before deduction of costs and expenses
☐ Fee calculated on net recovery after deduction of costs and expenses

Cost Responsibility:

☐ Client is responsible for costs regardless of outcome
☐ Costs are advanced by the Firm and reimbursed from recovery
☐ Other: [________________________________]

Client Signature: _______________________________________________

Attorney Signature: _______________________________________________

Date: [__/__/____]

EXHIBIT C — FLAT FEE AGREEMENT SUPPLEMENT

(Complete only if the fee arrangement is a flat fee — see Section 3.1)

This Flat Fee Supplement complies with Colo. RPC 1.5(h) and is incorporated into the Engagement Letter for Legal Services dated [__/__/____].

Required Disclosures Under Colo. RPC 1.5(h)

Client acknowledges the following:

☐ The flat fee will be deposited into the Firm's COLTAF trust account upon receipt.

☐ The flat fee will be transferred to the Firm's operating account only as earned.

☐ If the representation is terminated before all services are completed, the unearned portion of the flat fee will be promptly refunded.

☐ Nonrefundable fees are prohibited under Colorado law.

Client Signature: _______________________________________________

Attorney Signature: _______________________________________________

Date: [__/__/____]

Sources and References

• Colorado Rules of Professional Conduct — Colorado Bar Association
• Colo. RPC 1.5 — Fees (Full Text)
• Colo. RPC 1.8 — Conflict of Interest: Current Clients: Specific Rules
• Colo. RPC 1.15A-E — Trust Account Requirements
• Colo. RPC 1.16 — Declining or Terminating Representation
• Colo. RPC 1.16A — Client File Retention
• Foundations of a Fee Agreement — Colorado Bar Association
• Flat Fees and New Rule 1.5(h) — Herrick K. Lidstone, Jr.
• Colorado Bar Association Legal Fee Arbitration
• COLTAF — Information for Lawyers
• Professional Liability Insurance Disclosure — Colorado Supreme Court
• Rule Change 2025(29) — Amendments to Rules 1.5 and 2.4
• Fee Disputes — Colorado Office of Attorney Regulation Counsel
• Colorado Uniform Electronic Transactions Act — C.R.S. § 24-71.3-101 et seq.