ENGAGEMENT LETTER FOR LEGAL SERVICES
[Law Firm Letterhead]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Engagement & Operative Provisions
- Fee Structure, Retainer & Billing Practices
- Conflicts of Interest Disclosure & Waiver
- Representations & Warranties
- Covenants & Client Responsibilities
- Default, Withdrawal & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Date: [DATE]
Law Firm: [LAW FIRM NAME], a [STATE] professional corporation (“Firm”)
Client: [CLIENT NAME], [entity type] (“Client”)
Matter: [SHORT DESCRIPTION OF MATTER] (“Matter”)
WHEREAS, Client seeks legal representation in connection with the Matter; and
WHEREAS, Firm is willing to provide such representation subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.
2. DEFINITIONS
For purposes of this Engagement Letter, the following terms have the meanings set forth below:
“Arbitration Election” means the parties’ indication in Section 10.2 whether any dispute will be resolved by binding arbitration.
“Billing Period” means the calendar month unless otherwise stated in Section 4.
“Connecticut Rules” means the Connecticut Rules of Professional Conduct, as amended from time to time.
“Escrow Account” means Firm’s Interest on Lawyers’ Trust Account (IOLTA) established pursuant to the Connecticut Rules.
“In Scope Services” has the meaning assigned in Section 3.1.
“Out of Scope Services” has the meaning assigned in Section 3.2.
“Retainer” means the advance fee deposit described in Section 4.2.
[Add additional defined terms as required.]
3. SCOPE OF ENGAGEMENT & OPERATIVE PROVISIONS
3.1 In-Scope Services. Firm will provide professional legal services reasonably necessary to represent Client in the Matter, including but not limited to: [DESCRIBE TASKS—e.g., legal research, negotiations, pleadings, trial work].
3.2 Out-of-Scope Services. Unless expressly agreed in a written amendment, services relating to appeals, ancillary disputes, regulatory filings, or any matters unrelated to the Matter are excluded (“Out of Scope Services”).
[// GUIDANCE: Clearly delineating scope minimizes “scope-creep” disputes and complies with Conn. Rules R. 1.5(b).]
3.3 Staffing & Delegation. Firm may delegate tasks to attorneys, paralegals, or other professionals under its supervision when doing so is cost-effective and consistent with the Connecticut Rules.
3.4 Term. Representation begins upon Firm’s receipt of this letter signed by Client and the Retainer and continues until the earlier of (a) completion of the Matter, (b) termination under Section 8, or (c) withdrawal permitted by the Connecticut Rules.
4. FEE STRUCTURE, RETAINER & BILLING PRACTICES
4.1 Fee Arrangement. Fees will be charged on an hourly basis at the following rates:
• Partners: [$]/hr
• Associates: [$]/hr
• Paralegals/Law Clerks: [$___]/hr
Rates are subject to reasonable periodic adjustments upon 30 days’ prior written notice.
4.2 Retainer Deposit. Client shall deposit $[AMOUNT] into the Escrow Account upon execution of this letter. The Retainer is an advance fee deposit and will be applied against the final invoice. Any unused balance will be promptly refunded.
[// GUIDANCE: Connecticut requires lawyers to deposit unearned fees into an IOLTA account until earned, Conn. Rules R. 1.15(b).]
4.3 Expenses. Client is responsible for reasonable out-of-pocket expenses (e.g., filing fees, court reporters, travel, expert witnesses). Firm may require advance cost deposits for significant expenses.
4.4 Billing & Payment. Firm will issue itemized invoices within 15 days after each Billing Period. Payment is due within 30 days of invoice date. Late payments accrue interest at 1.0% per month (12% APR) or the maximum rate permitted by law, whichever is lower.
4.5 Fee Disputes. If Client disputes any invoice item, Client must provide written notice within 15 days, identifying the specific entry(ies) in dispute and the basis therefor. The undisputed portion remains payable.
[// GUIDANCE: Timely dispute procedure strengthens Firm’s collection position and evidences compliance with Conn. Rules R. 1.5(b) & (c).]
5. CONFLICTS OF INTEREST DISCLOSURE & WAIVER
5.1 Conflicts Check. Firm has performed a conflicts search based on information provided by Client and has identified no present conflict under the Connecticut Rules.
5.2 Potential Future Conflict. Client acknowledges that circumstances could arise creating a conflict under Rules 1.7–1.9. Firm will promptly disclose any such conflict and, where permissible, seek informed written consent.
5.3 Advance Waiver (Optional). [INCLUDE IF APPLICABLE] Client grants an advance waiver for unrelated matters in which Firm represents other clients whose interests are not materially adverse to Client.
[// GUIDANCE: Modify or delete advance waiver depending on risk tolerance and matter sensitivity.]
6. REPRESENTATIONS & WARRANTIES
6.1 Firm Representations. Firm represents that:
(a) All attorneys assigned to the Matter are duly licensed in Connecticut and in good standing;
(b) Firm carries professional liability insurance with limits of $[LIMITS];
(c) Firm will perform services in accordance with the standard of care applicable to lawyers practicing in Connecticut.
6.2 Client Representations. Client represents that:
(a) Client has full authority to retain Firm;
(b) Information provided to Firm is accurate and complete;
(c) Client will cooperate reasonably and timely with Firm’s requests for information or action.
6.3 Survival. The representations in this Section survive termination of the engagement.
7. COVENANTS & CLIENT RESPONSIBILITIES
7.1 Cooperation. Client shall promptly provide documents, witnesses, and access reasonably required for Firm’s representation.
7.2 Litigation Holds. Client agrees to implement and maintain appropriate litigation holds/preservation protocols when applicable.
7.3 Communication. Client will keep Firm apprised of current contact information and respond to Firm communications within a reasonable time.
7.4 Settlement Authority. Firm will not settle any claim without Client’s prior written consent.
8. DEFAULT, WITHDRAWAL & REMEDIES
8.1 Client Default. Failure to (a) pay invoices when due, (b) cooperate as required, or (c) provide truthful information constitutes default.
8.2 Notice & Cure. Firm will give written notice of default and a 10-day cure period before exercising remedies.
8.3 Firm Remedies. Upon uncured default, Firm may (i) suspend work, (ii) withdraw pursuant to the Connecticut Rules and court approval if required, and/or (iii) pursue collection of fees and costs, including reasonable attorney fees incurred in such collection.
8.4 Client Remedies. Client may terminate representation at any time on written notice. Client remains liable for fees and expenses incurred through the effective date of termination.
9. RISK ALLOCATION
9.1 Professional Liability & Indemnification. Firm shall indemnify Client for damages proximately caused by Firm’s proven legal malpractice, limited to the amount of available proceeds under Firm’s applicable professional liability insurance policy (“Malpractice Cap”).
9.2 No Consequential Damages. Neither party shall be liable for consequential, special, or punitive damages arising out of this engagement.
9.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as practicable.
10. DISPUTE RESOLUTION
10.1 Governing Law & Forum. This Engagement Letter is governed by the Connecticut Rules and, to the extent not inconsistent, Connecticut substantive law. Exclusive forum for any dispute shall be the state courts of Connecticut located in [COUNTY], except as provided in Section 10.2.
10.2 Arbitration (Optional). [CHECK ONE]
☐ Binding Arbitration – Any dispute shall be resolved by confidential, binding arbitration administered by the American Arbitration Association in [CITY], Connecticut, under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ State Court Litigation – Disputes shall be resolved exclusively in the Connecticut state courts designated in Section 10.1.
10.3 Jury Trial Waiver (Optional). IF arbitration is not elected, the parties knowingly and voluntarily waive any right to trial by jury to the fullest extent permitted by law.
[// GUIDANCE: Connecticut permits contractual jury-trial waivers if knowing and voluntary; ensure conspicuous text.]
10.4 Injunctive Relief. Nothing herein limits either party’s right to seek temporary or preliminary injunctive relief to preserve the status quo or protect confidential information pending resolution on the merits.
11. GENERAL PROVISIONS
11.1 Amendments. No amendment is effective unless in writing and signed by both parties.
11.2 Waiver. Waiver of any breach must be in writing and does not waive any other or subsequent breach.
11.3 Assignment. Neither party may assign its rights or delegate its duties without prior written consent of the other, except Firm may assign to a successor entity in connection with a merger or reorganization.
11.4 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to render it enforceable.
11.5 Entire Agreement. This Engagement Letter constitutes the entire agreement and supersedes all prior understandings regarding the Matter.
11.6 Counterparts; Electronic Signatures. This Letter may be executed in counterparts and by electronic signature, each of which is deemed an original.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date written above.
FIRM:
[LAW FIRM NAME]
By: _______
Name: [NAME]
Title: [MANAGING PARTNER / ATTORNEY]
CLIENT:
[CLIENT NAME]
By: _______
Name: [NAME]
Title/Capacity: [AUTHORIZED SIGNATORY]
[Optional Notary Acknowledgment, if required]
[// GUIDANCE:
1. Provide client with duplicate originals and advise to retain a copy.
2. Attach any required Connecticut Bar fee arbitration program notices, if Firm opts for court dispute resolution.
3. For contingency matters, append mandatory contingency fee addendum complying with Conn. Rules R. 1.5(c).
4. Re-run a conflicts check upon any expansion of scope.
]