ATTORNEY–CLIENT ENGAGEMENT LETTER
(Florida ‒ Comprehensive Template)
[// GUIDANCE: Replace bracketed items, delete guidance notes, and confirm compliance with all applicable Florida Bar Rules before issuance to client.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Representation
3.2 Fees, Costs, and Retainer
3.3 Billing & Payment Terms
3.4 Conflicts Disclosure and Waiver
3.5 Client Responsibilities - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
7.1 Professional-Liability Indemnification
7.2 Limitation of Liability
7.3 Insurance
7.4 Force Majeure - Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Date: [MONTH DAY, YEAR]
To: [CLIENT LEGAL NAME], (“Client”)
From: [LAW FIRM LEGAL NAME], a Florida professional service corporation (“Attorney”)
Re: Engagement for Legal Services ‒ [BRIEF DESCRIPTION OF MATTER]
This Engagement Letter (“Agreement”) sets forth the terms under which Attorney will represent Client in the Matter defined below and constitutes the parties’ complete understanding regarding the Engagement (as defined).
2. DEFINITIONS
For purposes of this Agreement the following terms have the meanings set forth below (terms used in the singular include the plural and vice-versa):
“Advance” – Any funds deposited by Client to be applied against future Fees or Costs.
“Attorney” – The law firm or attorney identified in the Document Header and its attorneys, employees, and agents.
“Client” – The party identified in the Document Header, including its officers, directors, managers, employees, and agents.
“Costs” – Out-of-pocket expenditures incurred by Attorney on Client’s behalf (e.g., court filing fees, expert fees, travel).
“Engagement” – Attorney’s legal representation of Client pursuant to this Agreement.
“Fees” – Compensation earned by Attorney for legal services, calculated as set forth in Section 3.2.
“Matter” – The specific legal subject described in the Document Header.
“Retainer” – The non-interest-bearing Advance required under Section 3.2(b) and held in Attorney’s trust account.
3. OPERATIVE PROVISIONS
3.1 Scope of Representation
(a) Attorney will represent Client solely in the Matter. Representation does not include appeals, ancillary proceedings, or unrelated legal services unless separately agreed in writing.
(b) Any expansion or modification of the Scope requires a written amendment executed by both parties.
3.2 Fees, Costs, and Retainer
(a) Fee Structure. [SELECT ONE OR MORE:]
• Hourly: $[RATE] per hour for partners; $[RATE] per hour for associates; hourly rates may be adjusted upon thirty (30) days’ written notice.
• Flat: A flat fee of $[AMOUNT] for completion of the Matter.
• Contingency: [DESCRIBE CONTINGENT PERCENTAGE AND CONDITIONS] [// GUIDANCE: Florida requires a signed contingency fee agreement using mandatory language; attach Exhibit A if contingency is selected.]
(b) Retainer. Client shall deposit an Advance of $[AMOUNT] within five (5) business days of the Effective Date. Attorney will place the Advance in its Florida IOTA trust account and apply it to Fees and Costs as they accrue. Any unapplied balance will be refunded promptly upon termination of the Engagement.
(c) Costs. Client authorizes Attorney to incur reasonable Costs. Costs exceeding $[THRESHOLD] require prior written consent unless emergent circumstances exist.
(d) Estimates. Any budget or estimate is for planning purposes only and is not a cap or flat-fee limit.
3.3 Billing & Payment Terms
(a) Invoices will issue [MONTHLY/BI-WEEKLY]. Client shall pay all undisputed amounts within fifteen (15) days of invoice date.
(b) Unpaid balances after thirty (30) days accrue interest at [1–1.5]% per month, not to exceed the maximum lawful rate.
(c) Attorney may suspend work for non-payment upon ten (10) days’ written notice.
3.4 Conflicts Disclosure and Waiver
(a) Attorney has conducted a conflicts check and is unaware of any present conflict that would preclude representation.
(b) Client acknowledges that Attorney represents multiple clients and consents to Attorney’s representation of current or future clients in matters not substantially related to the Matter, provided such representation does not compromise Attorney’s duties to Client.
(c) If an actual conflict arises, the parties will follow the requirements of the Rules Regulating The Florida Bar to resolve or, if necessary, terminate the Engagement.
3.5 Client Responsibilities
Client shall:
1. Provide complete and accurate information, documents, and access to personnel as reasonably requested.
2. Cooperate fully and respond promptly to Attorney communications.
3. Refrain from directing Attorney to act contrary to law or professional ethics.
4. REPRESENTATIONS & WARRANTIES
4.1 Attorney represents that it is duly licensed to practice law in the State of Florida and will perform the Engagement in accordance with applicable professional standards.
4.2 Client represents that it has full authority to enter into this Agreement and to direct Attorney in the Matter.
4.3 Survival. The representations and warranties in this Section survive termination of the Engagement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality. Attorney will maintain the confidentiality of Client information in accordance with professional obligations.
5.2 File Retention. Upon conclusion of the Matter, Attorney will maintain the file for a minimum of seven (7) years; thereafter the file may be destroyed without further notice.
5.3 No Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Attorney may subcontract administrative tasks while remaining responsible for all legal services.
6. DEFAULT & REMEDIES
6.1 Event of Default. Failure by Client to pay undisputed Fees or Costs within thirty (30) days of invoice constitutes a default.
6.2 Notice & Cure. Attorney will provide written notice of default; Client will have ten (10) days to cure.
6.3 Remedies. If default is not cured:
(a) Attorney may withdraw from representation subject to court approval where required.
(b) All outstanding Fees and Costs become immediately due and payable.
(c) Attorney may pursue collection, and Client agrees to pay reasonable attorney fees and costs incurred in collection efforts.
7. RISK ALLOCATION
7.1 Professional-Liability Indemnification
Client agrees to indemnify and hold Attorney harmless from third-party claims arising out of Client’s conduct or misrepresentations, except to the extent caused by Attorney’s professional negligence or willful misconduct.
7.2 Limitation of Liability
To the fullest extent permitted under Florida law and the Rules Regulating The Florida Bar, Attorney’s aggregate liability to Client for damages arising out of the Engagement shall not exceed the amount of Attorney’s applicable professional-liability insurance coverage or, if no insurance applies, the total Fees actually paid by Client to Attorney under this Agreement. [// GUIDANCE: Florida ethics rules restrict liability limitation; obtain written informed consent from Client and advise independent counsel.]
7.3 Insurance
Attorney maintains legal malpractice insurance in an amount of not less than $[AMOUNT] per claim/$[AMOUNT] aggregate.
7.4 Force Majeure
Neither party is liable for failure to perform caused by events beyond its reasonable control, provided that the affected party promptly notifies the other and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the Rules Regulating The Florida Bar, without regard to conflicts-of-law principles.
8.2 Forum Selection. The parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Florida for any action relating to this Agreement or the Engagement.
8.3 Arbitration. [OPTIONAL – CHECK ONE]
☐ The parties agree that any dispute arising under this Agreement shall be resolved by confidential, binding arbitration administered by [ARBITRATION BODY] in [CITY], Florida, pursuant to its commercial rules.
☐ Arbitration is expressly not agreed; disputes shall be resolved in the forum designated in Section 8.2.
8.4 Jury Waiver. [OPTIONAL] EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8.5 Injunctive Relief. Nothing in this Section limits either party’s right to seek temporary or preliminary injunctive relief in the designated forum to preserve the status quo pending resolution of a dispute.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both parties.
9.2 Severability. If any provision is held unenforceable, the remainder of this Agreement will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to render it enforceable.
9.3 Integration. This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or writings regarding the Engagement.
9.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via electronic signature), each of which is deemed an original and all of which together constitute one instrument.
9.5 Headings. Section headings are for convenience only and do not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the date first written above (“Effective Date”).
ATTORNEY
[NAME OF ATTORNEY-SIGNATORY],
[Title], for and on behalf of
[LAW FIRM LEGAL NAME]
CLIENT
[NAME AND TITLE OF AUTHORIZED SIGNATORY]
for and on behalf of
[CLIENT LEGAL NAME]
[// GUIDANCE: Determine whether notarization or witness signatures are required for your specific retainer or fee structure.]
[// GUIDANCE: Retain a signed copy in the client file and provide an executed original to Client. Comply with all notice filings or disclosures required under the Florida Bar Rules for contingency, division-of-fees, or third-party payer arrangements.]