ENGAGEMENT LETTER FOR LEGAL SERVICES
(Massachusetts)
[// GUIDANCE: This template is intended for hourly or fixed-fee engagements under Massachusetts law. Remove bracketed text before issuing to client and customize all placeholders.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Representation
3.2 Responsibilities of the Attorney
3.3 Responsibilities of the Client
3.4 Term of Engagement
3.5 Fees, Retainer & Billing
3.6 Expenses - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
ENGAGEMENT LETTER FOR LEGAL SERVICES
This Engagement Letter (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [LAW FIRM NAME], a [STATE] professional corporation/LLP with its principal office at [ADDRESS] (“Attorney”); and
(b) [CLIENT NAME], [form of entity / individual] with its principal residence/place of business at [ADDRESS] (“Client”).
RECITALS
A. Client seeks legal representation in connection with [brief description of matter(s)] (the “Matter”).
B. Attorney is duly licensed to practice law in the Commonwealth of Massachusetts and is willing to represent Client under the terms set forth herein.
C. The parties desire to set forth their agreement regarding the scope and terms of such representation and to comply with the Massachusetts Rules of Professional Conduct.
NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms include the singular and plural forms as the context requires.
“Affiliate” – Any entity that controls, is controlled by, or is under common control with a party.
“Applicable Law” – All statutes, rules, regulations, and professional standards governing Attorney’s representation of Client, including without limitation the Massachusetts Rules of Professional Conduct.
“Confidential Information” – Information protected by attorney-client privilege, work-product doctrine, or other applicable privilege, and any non-public information provided by either party that is identified as confidential or would reasonably be understood to be confidential.
“Fees” – All attorneys’ fees, whether hourly, fixed, contingent, or otherwise, charged for legal services under this Agreement.
“IOLTA Account” – Attorney’s Interest on Lawyers’ Trust Account established pursuant to Mass. R. Prof. C. 1.15.
“Retainer” – The advance deposit described in Section 3.5(b).
“Services” – The legal services to be performed by Attorney for Client as more fully described in Section 3.1.
“Matter File” – All pleadings, discovery, correspondence, and Attorney work product created or received in relation to the Matter, excluding Attorney’s internal administrative records.
3. OPERATIVE PROVISIONS
3.1 Scope of Representation
(a) Attorney shall provide legal advice and representation solely in connection with the Matter.
(b) Unless expressly stated in a written amendment, Services do not include: lobbying, tax opinions, business due diligence, or representation in unrelated litigation or transactions.
[// GUIDANCE: Consider adding or deleting exclusions as appropriate.]
3.2 Responsibilities of the Attorney
(a) Provide competent and diligent representation in accordance with Applicable Law.
(b) Keep Client reasonably informed of material developments.
(c) Maintain Client confidences as required by Mass. R. Prof. C. 1.6.
(d) Adequately staff the Matter and supervise all personnel assisting in the representation.
3.3 Responsibilities of the Client
(a) Provide accurate and complete information and documents.
(b) Respond promptly to requests for instructions or information.
(c) Pay all Fees and Expenses when due.
(d) Refrain from seeking advice that would cause Attorney to violate Applicable Law.
3.4 Term of Engagement
This Agreement commences on the Effective Date and continues until the earliest of:
(i) completion of the Services,
(ii) termination under Section 6.2, or
(iii) Attorney’s withdrawal permitted by the Massachusetts Rules of Professional Conduct.
3.5 Fees, Retainer & Billing
(a) Fee Structure. Services will be billed on an [hourly / fixed fee] basis as follows:
• Partner: [$___] per hour
• Associate: [$___] per hour
• Paralegal / Law Clerk: [$___] per hour
(b) Retainer Deposit. Client shall pay an advance Retainer of [$___] within five (5) business days of the Effective Date. The Retainer will be deposited in the IOLTA Account per Mass. R. Prof. C. 1.15(b)(1). Funds shall be transferred to Attorney’s operating account only as Fees and Expenses are earned or incurred.
(c) Billing Statements. Attorney shall provide itemized statements at least monthly identifying: date, timekeeper, nature of Service, time spent, rate, and disbursements.
(d) Payment Due Date / Interest. Invoices are due within thirty (30) days of issuance. Amounts unpaid after forty-five (45) days shall accrue interest at one percent (1%) per month or the maximum lawful rate, whichever is lower.
(e) Fee Estimate (Non-Binding). Attorney’s current non-binding estimate to complete the Matter is [$___]; Client acknowledges actual Fees may vary.
(f) Fee Sharing. No division of Fees with lawyers outside Attorney’s firm is contemplated, except with Client’s written consent pursuant to Mass. R. Prof. C. 1.5(e).
3.6 Expenses
(a) Client shall reimburse ordinary and necessary out-of-pocket expenses, including filing fees, deposition costs, expert witness fees, courier charges, travel, and photocopying at [$___] per page.
(b) Expenses in excess of [$___] individually will require Client’s prior approval, except court-ordered costs.
4. REPRESENTATIONS & WARRANTIES
4.1 Attorney represents that:
(a) it is duly licensed and in good standing in Massachusetts;
(b) it maintains professional liability insurance in an amount not less than [$___] per claim; and
(c) it has no actual conflict of interest preventing representation, except as disclosed in Section 4.2.
4.2 Conflict Disclosure. Attorney has identified the following potential conflicts: [identify / “None.”] Client acknowledges receipt of sufficient information to provide informed consent and hereby waives such conflict(s) to the extent permitted by Mass. R. Prof. C. 1.7(b).
4.3 Each party warrants it has full authority to enter into and perform this Agreement.
4.4 All representations and warranties survive termination of this Agreement to the extent required by Applicable Law.
5. COVENANTS & RESTRICTIONS
5.1 Client shall not unreasonably withhold consent to Attorney’s reasonable strategic decisions.
5.2 Client shall promptly notify Attorney of any change in contact information or material facts.
5.3 Neither party may use the other’s name or logos in marketing without prior written consent, except Attorney may list Client’s name as required for court filings or ethical disclosures.
5.4 Client shall not record Attorney-client communications without Attorney’s written consent, unless permitted by law.
6. DEFAULT & REMEDIES
6.1 Events of Default – Client.
(a) Non-payment of any invoice within sixty (60) days;
(b) Failure to cooperate materially with Attorney;
(c) Providing materially false or misleading information.
6.2 Termination Rights.
(a) Client may terminate at any time upon written notice.
(b) Attorney may withdraw: (i) for Client default stated above, (ii) if representation becomes unethical or impracticable, or (iii) with Client’s consent, subject to court approval where required.
6.3 Cure Period. Attorney shall give Client at least ten (10) days’ written notice to cure any monetary default.
6.4 Outstanding Obligations. Termination or withdrawal does not relieve Client of obligation to pay all Fees and Expenses incurred through the effective date of termination.
6.5 Attorney’s Lien. Attorney retains a charging lien on the Matter File and any recovery obtained for unpaid Fees to the extent permitted by Massachusetts law.
7. RISK ALLOCATION
7.1 Professional Liability. Attorney shall be liable to Client only for losses proximately caused by Attorney’s willful misconduct or negligence, subject to the limitation in Section 7.2.
7.2 Limitation of Liability. EXCEPT FOR LIABILITY THAT CANNOT LEGALLY BE LIMITED, ATTORNEY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE LIMIT OF ATTORNEY’S APPLICABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE OR [$___], WHICHEVER IS GREATER.
7.3 Indemnification. Client shall indemnify and hold harmless Attorney and its personnel from third-party claims arising from Client’s misconduct or misuse of Attorney’s work product, except to the extent finally determined to be caused by Attorney’s negligence or willful misconduct.
7.4 No Guarantee. Attorney makes no promise or guarantee about the outcome of the Matter. Opinion statements are expressions of professional judgment, not assurances of outcome.
7.5 Force Majeure. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, provided the affected party notifies the other promptly and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles.
8.2 Forum Selection. The parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Massachusetts for any action arising out of or relating to this Agreement, subject to Section 8.3.
8.3 Arbitration (Optional).
[OPTIONAL – REMOVE IF NOT USED] Any dispute not resolved informally within thirty (30) days shall be finally resolved by confidential arbitration administered by the American Arbitration Association in [CITY], Massachusetts, under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Client acknowledges that arbitration waives the right to trial by jury.
8.4 Jury Waiver (Optional).
[OPTIONAL – REMOVE IF ARBITRATION SELECTED] EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
8.5 Injunctive Relief. Nothing herein shall limit a party’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent imminent irreparable harm.
8.6 Attorney Fees. The prevailing party in any action or proceeding shall be entitled to reasonable attorney fees and costs incurred.
9. GENERAL PROVISIONS
9.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by all parties.
9.2 Assignment. Neither party may assign its rights or delegate its duties without the other party’s prior written consent, except Attorney may assign to a successor entity resulting from merger or reorganization.
9.3 Severability. If any provision is held unenforceable, the remainder shall be enforced to the fullest extent permissible, and the parties shall negotiate a lawful substitute provision that most nearly achieves the original intent.
9.4 Entire Agreement. This Agreement constitutes the entire understanding of the parties regarding the subject matter and supersedes all prior or contemporaneous communications.
9.5 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.
9.6 Electronic Signatures. Signatures transmitted by PDF, facsimile, or secure electronic signature platform are deemed original for all purposes.
9.7 File Retention. Attorney will retain the Matter File for at least [__] years after termination, after which it may be destroyed absent contrary instructions from Client.
9.8 Notices. All notices must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses stated above (or as later designated). Notice is effective on receipt.
9.9 Third-Party Beneficiaries. No third party is intended to benefit from this Agreement, except Attorney’s partners, employees, and permitted assigns who are deemed beneficiaries for purposes of Sections 7 and 8.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
| For [LAW FIRM NAME] | For [CLIENT NAME] |
|---|---|
| By: _________ | By: _________ |
| Name: [NAME] | Name: [NAME] |
| Title: [TITLE] | Title/Capacity: [TITLE / “Individual”] |
| Date: _______ | Date: _______ |
[// GUIDANCE: If notarization or witness signatures are required under firm policy or local practice, add appropriate blocks here.]
REQUIRED ETHICAL ACKNOWLEDGMENT (Massachusetts)
Client acknowledges receipt of this Engagement Letter and the attached Statement of Client’s Rights and Responsibilities, and confirms that Client has been advised of:
- The basis or rate of Fees and Expenses (Mass. R. Prof. C. 1.5(b));
- The right to consult independent counsel regarding this Agreement;
- The existence and scope of any conflicts of interest disclosed above; and
- The optional arbitration / jury waiver provisions contained herein.
Client further acknowledges an opportunity to ask questions and obtain clarification before signing.
(End of Document)