ENGAGEMENT LETTER FOR LEGAL SERVICES
(Illinois – Compliant with Illinois Rules of Professional Conduct and State Bar Requirements)
[// GUIDANCE: Insert firm letterhead (logo, address, phone, email, website) above this line.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Representation
- Fees, Retainer, and Billing Practices
- Client Responsibilities
- Conflicts of Interest and Waivers
- File Maintenance and Records
- Professional Liability, Indemnification, and Liability Cap
- Term; Withdrawal; Termination
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Engagement Letter for Legal Services
Between:
• [LAW FIRM NAME], an Illinois professional corporation (“Attorney”)
• [CLIENT NAME] (“Client”)
Effective Date: [DATE]
Matter/Reference: [BRIEF DESCRIPTION OF MATTER]
WHEREAS, Client desires to retain Attorney to provide legal services, and Attorney agrees to represent Client under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows.
2. DEFINITIONS
For purposes of this Engagement Letter, the following capitalized terms have the meanings set forth below. Defined terms include the singular and plural forms.
“Advance Fee Deposit” means the retainer amount described in Section 4.2, deposited into Attorney’s client trust account and disbursed in accordance with Illinois Rule of Professional Conduct 1.15.
“Applicable Rules” means the Illinois Rules of Professional Conduct (2010) as amended (“IRPC”), the Illinois Supreme Court Rules, and any other professional or ethical rules governing Attorney’s conduct.
“Confidential Information” means all non-public information obtained in the course of the Representation that is protected by IRPC 1.6.
“Engagement” or “Representation” means the legal services set forth in Section 3.1.
“Fee Statement” means the periodic invoice issued under Section 4.3.
“Forum Selection Jurisdiction” means the Circuit Court of [COUNTY], Illinois, or, if federal jurisdiction is available, the United States District Court for the [NORTHERN | CENTRAL | SOUTHERN] District of Illinois.
“Malpractice Cap” has the meaning given in Section 8.3.
“Parties” means Attorney and Client collectively; “Party” means either of them.
3. SCOPE OF REPRESENTATION
3.1 Limited Engagement. Attorney will represent Client solely in connection with:
(a) [DESCRIPTION OF TRANSACTION / LITIGATION]; and
(b) Such ancillary matters as are reasonably necessary thereto.
Any other legal services must be set forth in a separate written agreement.
3.2 No Guarantee of Outcome. Attorney makes no promise or guarantee regarding the outcome of the Representation.
3.3 Staffing. Attorney may assign attorneys, paralegals, or other personnel as deemed appropriate, under Attorney’s supervision.
[// GUIDANCE: Add or delete subject-matter descriptions to align with the actual matter.]
4. FEES, RETAINER, AND BILLING PRACTICES
4.1 Fee Arrangement. In compliance with Ill. R. Prof’l Conduct (2010) R. 1.5:
(a) Hourly Rates. Professional time will be billed at the following hourly rates:
• Partners: $[RATE]/hour
• Associates: $[RATE]/hour
• Paralegals: $[RATE]/hour
(b) Alternative Fee (if elected). [e.g., Flat Fee of $[AMOUNT] payable as set forth below.]
4.2 Advance Fee Deposit (Retainer). Client shall pay an initial Advance Fee Deposit of $[AMOUNT] within [NUMBER] business days of the Effective Date. Funds will be held in Attorney’s IOLTA account and transferred to Attorney’s operating account only as fees are earned or costs incurred.
4.3 Billing & Payment.
(a) Frequency. Attorney will issue a Fee Statement monthly, itemizing fees and costs.
(b) Due Date. Payments are due within 30 calendar days of invoice date.
(c) Interest. Overdue balances accrue interest at 1% per month.
(d) Credit Card/E-Payment. [IF OFFERED].
4.4 Costs and Expenses. Client is responsible for all out-of-pocket costs (e.g., filing fees, deposition costs, travel). Attorney may advance certain costs and bill them on the Fee Statement.
4.5 Fee Disputes. If Client disputes any Fee Statement, Client must notify Attorney in writing within 30 days. The undisputed portion remains payable.
4.6 Client Trust Account Notice. Pursuant to IRPC 1.15, any unearned portion of the Advance Fee Deposit remains the property of Client and will be refunded upon termination after all outstanding fees and costs are satisfied.
5. CLIENT RESPONSIBILITIES
5.1 Cooperation. Client agrees to provide truthful, complete information and to respond promptly to Attorney inquiries.
5.2 Payment Obligations. Timely payment of invoices and replenishment of the Advance Fee Deposit are conditions precedent to continued Representation.
5.3 Preservation of Evidence / Records. Client shall preserve documents and electronically stored information relevant to the matter.
6. CONFLICTS OF INTEREST AND WAIVERS
6.1 Initial Conflict Check. Attorney has conducted a conflict check based on information provided by Client and has found no present conflict.
6.2 Future Conflicts. Pursuant to IRPC 1.7, circumstances may arise that create a conflict. Attorney will promptly notify Client and, where permissible, seek informed written consent.
6.3 Waiver of Certain Future Conflicts. Client grants Attorney permission to represent other current or future clients in matters that are not substantially related to the Representation, even if their interests are adverse to Client’s, provided Attorney complies with IRPC 1.7.
6.4 Conflict Waiver Form. If a waivable conflict arises, Attorney will provide Client with a separate written waiver for signature.
7. FILE MAINTENANCE AND RECORDS
7.1 Ownership of File. Upon conclusion, Client may request the Client File (excluding Attorney’s internal work product).
7.2 Retention Period. Attorney will retain the Client File for seven (7) years after the matter closes, after which it may be destroyed without further notice.
8. PROFESSIONAL LIABILITY, INDEMNIFICATION, AND LIABILITY CAP
8.1 Professional Standard. Attorney will exercise the degree of care, skill, and diligence commonly possessed by attorneys practicing in Illinois under similar circumstances.
8.2 Indemnification by Attorney. Attorney will indemnify and hold Client harmless from losses directly caused by Attorney’s willful misconduct or gross negligence.
8.3 Liability Cap. Except for liability that cannot be limited under applicable law or the Applicable Rules, Attorney’s aggregate liability to Client for damages arising out of the Representation shall not exceed the lesser of (i) the amount of Attorney’s applicable professional liability insurance coverage actually available and paid with respect to the claim, or (ii) $[CAP AMOUNT] (the “Malpractice Cap”).
[// GUIDANCE: IRPC 1.8(h) prohibits a lawyer from making an agreement prospectively limiting malpractice liability unless the client is independently represented. Confirm independent counsel or delete Section 8.3.]
8.4 No Consequential Damages. Neither Party shall be liable for consequential, incidental, or punitive damages, except to the extent such limitation is prohibited by law.
9. TERM; WITHDRAWAL; TERMINATION
9.1 Term. This Engagement commences on the Effective Date and continues until completion of the Representation unless earlier terminated pursuant to this Section.
9.2 Client Termination. Client may terminate Attorney at any time by written notice.
9.3 Attorney Withdrawal. Subject to IRPC 1.16, Attorney may withdraw upon:
(a) Client’s failure to fulfill obligations under this Agreement;
(b) Client’s instructions that Attorney believes are fraudulent, illegal, or unethical;
(c) Any other ground permitted by IRPC 1.16(b).
9.4 Post-Termination Responsibilities. Client remains responsible for all fees and costs incurred through the effective date of termination. Unused Advance Fee Deposit, if any, will be refunded.
10. DISPUTE RESOLUTION
10.1 Governing Law. This Agreement and all disputes relating to the Representation are governed by Illinois law and the Applicable Rules.
10.2 Forum Selection. Any action shall be filed exclusively in the Forum Selection Jurisdiction.
10.3 Optional Arbitration.
(a) Election. Either Party may elect binding arbitration under the Illinois Uniform Arbitration Act, 710 Ill. Comp. Stat. 5/1 et seq., by giving written notice.
(b) Rules. Arbitration will proceed under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
(c) Costs. The arbitrator may apportion fees and costs.
(d) Waiver of Jury Trial. By electing arbitration, the Parties waive their right to a jury trial with respect to arbitrated claims.
[// GUIDANCE: If you require mandatory arbitration, modify Section 10.3 accordingly and add IRPC-compliant disclosures.]
10.4 Limited Injunctive Relief. Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve rights pending arbitration or litigation.
10.5 Fee Shifting. In any dispute arising under this Agreement, the prevailing Party is entitled to reasonable attorneys’ fees and costs.
10.6 ARDC Fee Dispute Program. Client is advised of the alternative, no-cost Fee Dispute Resolution Program administered by the Illinois Attorney Registration & Disciplinary Commission (ARDC).
11. GENERAL PROVISIONS
11.1 Amendment and Waiver. No amendment is effective unless in writing signed by both Parties. A waiver of any breach is not a waiver of any other breach.
11.2 Assignment. Neither Party may assign its rights or delegate its duties without prior written consent, except Attorney may assign to a successor entity in connection with a merger or reorganization.
11.3 Severability. If any provision is held unenforceable, the remainder shall be enforced to the maximum extent permissible.
11.4 Entire Agreement. This Engagement Letter constitutes the entire agreement between the Parties and supersedes all prior discussions.
11.5 Counterparts; Electronic Signatures. This Engagement Letter may be executed in counterparts, including via electronic signature, each of which is deemed an original.
11.6 Notices. Notices must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier, to the addresses below or as later changed by notice.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Engagement Letter as of the Effective Date.
ATTORNEY:
[NAME, TITLE]
[LAW FIRM NAME]
Address: [ADDRESS]
Email: [EMAIL]
Phone: [PHONE]
CLIENT:
[NAME AND TITLE (if entity)]
[CLIENT NAME]
Address: [ADDRESS]
Email: [EMAIL]
Phone: [PHONE]
[// GUIDANCE: Add additional signature blocks if multiple clients (e.g., spouses, co-owners). Consider notarization if required by corporate governance documents.]
ACKNOWLEDGMENT OF RECEIPT
Client acknowledges receipt of (i) this executed Engagement Letter, (ii) the ARDC Statement of Client’s Rights & Responsibilities, and (iii) Attorney’s Privacy Policy.
Client Initials & Date
[// GUIDANCE: Review all bracketed placeholders, confirm IRPC 1.8(h) compliance before including a liability cap, and tailor arbitration clause as desired. Attach supplemental conflicts waiver or alternative fee arrangement riders if applicable.]