ENGAGEMENT LETTER FOR LEGAL SERVICES

(Georgia – State Bar Compliance)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
 1. Scope of Representation
 2. Fees, Retainer, and Billing Practices
 3. Client Responsibilities
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

This Engagement Letter for Legal Services (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [LAW FIRM NAME], a [STATE] professional corporation/LLC, with principal offices at [ADDRESS] (“Attorney”); and
• [CLIENT NAME], a [corporation/limited liability company/individual] with principal address at [ADDRESS] (“Client”).

Recitals
A. Attorney is duly licensed and authorized to practice law in the State of Georgia and is in good standing with the State Bar of Georgia.
B. Client desires to engage Attorney to provide the legal services described herein, and Attorney is willing to accept such engagement, all on the terms and conditions set forth below.
C. The parties desire to memorialize their agreement in writing in compliance with Rule 1.5(b), Georgia Rules of Professional Conduct.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

II. 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.

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2. “Arbitration Election” has the meaning set forth in Section VIII.1.
3. “Engagement” means the legal matter(s) described in Section III.1(a).
4. “Expenses” means court costs, third-party vendor charges, travel, and other out-of-pocket disbursements reasonably incurred in the course of the Engagement.
5. “Hourly Rate(s)” means the standard billing rate(s) identified in Section III.2(a), as adjusted from time to time under Section III.2(c).
6. “Retainer” means the advance fee deposit described in Section III.2(b).
7. “Trust Account” means Attorney’s IOLTA trust account maintained pursuant to Rule 1.15(I), Georgia Rules of Professional Conduct.

[// GUIDANCE: Add or remove defined terms to match the actual engagement.]

III. OPERATIVE PROVISIONS

1. Scope of Representation

a. Engagement Description. Attorney will represent Client in connection with the following matter(s): [DETAILED DESCRIPTION OF MATTER] (collectively, the “Engagement”). Any expansion of scope must be agreed to in writing.
b. Exclusions. Unless expressly stated, representation does not include tax advice, regulatory filings outside Georgia, or appeals.
c. No Guarantee. Nothing in this Agreement constitutes a promise or guarantee of outcome.

2. Fees, Retainer, and Billing Practices

a. Hourly Rate(s). Services will be billed at the following rates:
• Partner: $[RATE]/hour
• Associate: $[RATE]/hour
• Paralegal: $[RATE]/hour

b. Retainer Deposit. Client shall deposit $[AMOUNT] into the Trust Account within five (5) business days after execution. The Retainer will be applied against future invoices. Unused funds will be refunded promptly upon termination.

c. Adjustments. Attorney may adjust Hourly Rate(s) annually upon thirty (30) days’ written notice.

d. Expenses. Client shall reimburse Attorney for all Expenses. Any single Expense exceeding $[THRESHOLD] requires Client’s prior approval.

e. Invoices & Payment. Invoices will be issued monthly and are due within thirty (30) days. Balances unpaid after forty-five (45) days accrue interest at one percent (1%) per month, or the maximum rate permitted by law, whichever is lower.

[// GUIDANCE: For flat-fee or contingency engagements, replace subsections (a)–(e) accordingly.]

3. Client Responsibilities

a. Cooperation. Client shall timely provide complete and accurate information, make witnesses available, and appear at proceedings as requested.
b. Designated Contact. Client designates [NAME/TITLE] as the primary liaison with authority to give instructions and receive communications.
c. Third-Party Payment. If any third party will pay fees or Expenses, Client remains ultimately liable, and Attorney shall retain professional independence pursuant to Rule 1.8(f), Georgia Rules of Professional Conduct.

IV. REPRESENTATIONS & WARRANTIES

1. Attorney’s Representations.
   a. Attorney is duly licensed in Georgia and will comply with all applicable professional rules.
   b. Attorney has no known conflict of interest that would preclude the Engagement, except as disclosed in any attached Conflict Disclosure & Waiver.

2. Client’s Representations.
   a. Client has full authority to enter into and perform this Agreement.
   b. All information supplied by Client is, to the best of its knowledge, complete and accurate.

3. Survival. The representations and warranties in this Section survive termination of this Agreement.

V. COVENANTS & RESTRICTIONS

1. Conflict Updates. Each party shall promptly notify the other of any circumstance that may give rise to a conflict under Rules 1.7 or 1.9, Georgia Rules of Professional Conduct.
2. Confidentiality. Attorney shall maintain client confidences in accordance with Rule 1.6.
3. File Retention. Attorney may retain electronic copies of the Client file for [YEARS] years and may destroy hard copies after that period absent contrary written instruction.

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. Client fails to pay any undisputed invoice within sixty (60) days.
   b. Client materially breaches Section III.3 (Client Responsibilities).
   c. Either party provides materially false or misleading information.

2. Notice & Cure. The non-defaulting party shall give written notice specifying the default. The defaulting party has ten (10) business days to cure.

3. Remedies.
   a. Attorney Remedies. Upon uncured default by Client, Attorney may (i) cease work, (ii) seek to withdraw in any tribunal, and (iii) pursue collection of unpaid amounts, including interest, reasonable attorney fees, and costs.
   b. Client Remedies. Upon uncured default by Attorney, Client may terminate the Engagement and seek appropriate judicial relief subject to Section VII (Risk Allocation) and Section VIII (Dispute Resolution).

VII. RISK ALLOCATION

1. Professional Liability. Attorney maintains professional liability insurance consistent with the minimum limits customarily carried by comparable Georgia law firms. Attorney’s aggregate liability to Client for professional negligence shall not exceed the lesser of (i) the proceeds actually paid under such insurance, or (ii) $[CAP AMOUNT] (“Liability Cap”), except to the extent prohibited by law.

2. Indemnification.
   a. Attorney shall indemnify and hold harmless Client from Damages arising from Attorney’s willful misconduct or proven malpractice, subject to the Liability Cap.
   b. Client shall indemnify and hold harmless Attorney from third-party claims arising from Client-supplied information or directives, except to the extent resulting from Attorney’s negligence or willful misconduct.

3. Consequential Damages Waiver. Neither party shall be liable for indirect, incidental, special, or consequential damages.

4. Force Majeure. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, governmental actions, or system failures.

VIII. DISPUTE RESOLUTION

1. Arbitration (Optional).
   [☐] Check if elected. If elected (the “Arbitration Election”), any dispute arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by [ARBITRATION FORUM] in [COUNTY], Georgia, before a single arbitrator, pursuant to its commercial rules. Judgment may be entered in any court of competent jurisdiction.

2. Governing Law. This Agreement is governed by the Georgia Rules of Professional Conduct and, to the extent not inconsistent, the laws of the State of Georgia.

3. Forum Selection. The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Georgia for any action not subject to arbitration.

4. Jury Trial Waiver (Optional).
   [☐] Check if elected. IF ELECTED, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL in any litigation arising from this Agreement.

5. Injunctive Relief. Nothing herein limits either party’s right to seek temporary or preliminary injunctive relief to preserve the status quo pending resolution on the merits.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver is effective unless in writing signed by both parties. A waiver on one occasion is not a waiver on any subsequent occasion.
2. Assignment. Neither party may assign or delegate its rights or duties without prior written consent of the other, except Attorney may assign to a successor entity in connection with a merger or reorganization.
3. Severability. If any provision is held unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be reformed to the minimum extent necessary.
4. Integration. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or representations related to the Engagement.
5. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by PDF or verified e-signature service are binding.
6. Notice. All notices must be in writing and delivered to the addresses set forth in the header (or as later changed by notice) by (i) personal delivery, (ii) certified mail (return receipt requested), or (iii) nationally-recognized courier. Notice is effective on delivery or refusal.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.

[OPTIONAL NOTARY / WITNESS BLOCK, if required by Client’s internal policy]

[// GUIDANCE:
1. Attach any Conflict Disclosure & Waiver as Exhibit A where necessary.
2. For contingency matters, include the contingency percentage and expense treatment in Section III.2 and comply with Rule 1.5(c).
3. Preserve a signed copy in your engagement file and provide a duplicate to Client.
4. Update the Liability Cap to align with current professional liability coverage limits.
]