Engagement Letter - Legal Services

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, Advance Deposit, and Billing Practices
 3. Client Responsibilities
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Professional-Liability and Insurance Disclosure
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. “Engagement” means the legal matter(s) described in Section III.1(a).
3. “Expenses” means court costs, third-party vendor charges, travel, and other out-of-pocket disbursements reasonably incurred in the course of the Engagement.
4. “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).
5. “Advance Fee Deposit” means the unearned fee deposit described in Section III.2(b).
6. “Trust Account” means the account selected under Georgia Rules of Professional Conduct 1.15(I) and 1.15(II) after classifying the funds. It is not automatically an IOLTA account; funds that are not nominal or will not be held briefly may require a separate interest-bearing account for the client.

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, Advance Deposit, 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. Advance Fee Deposit. Client shall deposit $[AMOUNT] within [NUMBER] business days after execution. Unless current law and the selected fee structure permit different treatment, the unearned portion will be held separately, withdrawn only as earned and billed, and refunded if unearned when the representation ends. Complete the trust-account classification below:

• ☐ IOLTA for nominal or short-term funds
• ☐ Separate interest-bearing trust account for the client's benefit
• ☐ Other treatment authorized after ethics review: [________________________________]

c. Adjustments. Any change to the basis or rate of fees or expenses will be communicated to Client as required by Georgia Rule of Professional Conduct 1.5(b), before the changed rate is applied.

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 [FREQUENCY] and are due within [NUMBER] days. Any proposed late charge or interest rate must be stated here—[RATE / NONE]—and used only after counsel confirms that the charge, disclosure, and collection method are lawful and reasonable under Rule 1.5.

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. Identify any third-party payer: [NAME / NONE]. No third-party payment arrangement is effective unless Client gives informed consent, the payer does not interfere with Attorney's professional judgment or the client-lawyer relationship, and information relating to the representation remains protected as required by Rule 1.6.

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. Attorney remains responsible for conflict analysis under Rules 1.7 and 1.9. Client shall promptly identify new parties, affiliates, witnesses, adverse interests, or other facts reasonably needed for that analysis. Any consent must satisfy the applicable rule; this Agreement is not itself a blanket conflict waiver.
2. Confidentiality. Attorney shall maintain client confidences in accordance with Rule 1.6.
3. File Retention. Attorney may apply a written retention period of [YEARS] years only after accounting for Client property, original documents, Rule 1.16(d), other governing law, and any notice required by the firm's current retention policy.

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. Billing or Cooperation Concern. Attorney will give reasonable warning of a claimed failure to pay or cooperate and identify a proposed response period: [NUMBER] days. This provision does not authorize withdrawal contrary to Rule 1.16, applicable law, a tribunal's order, or duties to protect Client's interests.

3. Remedies.
   a. Attorney Response. Attorney may pursue unpaid amounts and may request withdrawal only as permitted by Rule 1.16 and the governing tribunal. Attorney will continue representation when ordered and, on termination, take reasonably practicable steps to protect Client's interests.
   b. Client Response. Client may discharge Attorney subject to applicable law and remains responsible for lawful fees and expenses earned or incurred.

VII. PROFESSIONAL-LIABILITY AND INSURANCE DISCLOSURE

1. No Prospective Malpractice Limitation. This Agreement does not prospectively cap, release, indemnify, or otherwise limit Attorney's malpractice liability. Georgia Rule of Professional Conduct 1.8(h) permits such an agreement only if it is permitted by law and the client is independently represented by a lawyer in making it.

2. Insurance Information. Attorney states the following as of the Effective Date:

• Professional-liability insurance carried: ☐ Yes ☐ No
• Carrier: [________________________________]
• Per-claim limit: $[________________________________]
• Aggregate limit: $[________________________________]
• Policy period: [________________________________]

This disclosure is informational and is not a promise that coverage will apply to any claim.

VIII. DISPUTE RESOLUTION

1. No Arbitration by Default. Signing this Engagement Letter alone does not require arbitration and does not waive a jury trial.

2. Optional Fee-or-Expense Arbitration Addendum. If the parties want to arbitrate future fee or expense disputes, counsel must attach a separate paragraph that satisfies Rule 1.5(b): informed consent in a writing signed by Client, text at least as large as the rest of the contract, and separate initials by Client and Attorney. Counsel must complete the informed-consent disclosures required for the selected forum and current rule.

3. Optional Malpractice Arbitration Addendum. A malpractice-dispute clause must be separately reviewed under Rule 1.8(h), used only to the extent enforceable, and satisfy that rule's signed-informed-consent, formatting, disclosure, and separate-initial requirements. Do not combine fee arbitration and malpractice arbitration without showing how each rule is satisfied.

4. Governing Standards and Forum. The professional relationship is subject to the Georgia Rules of Professional Conduct and other governing law. Any forum, venue, or arbitration provision must be completed only after counsel confirms it is enforceable and consistent with the selected matter and parties.

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 this professional engagement without the other party's prior written consent and compliance with the Georgia Rules of Professional Conduct.
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 and Signatures. The parties may use counterparts, PDF signatures, or an electronic-signature service only if the transaction, client policy, and applicable law permit the selected method.
6. Notice. Contract notices must be in writing and delivered by the method selected here: [PERSONAL DELIVERY / MAIL / COURIER / EMAIL / OTHER]. This contract-notice clause does not replace any tribunal rule or legally required method.

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]