ENGAGEMENT LETTER FOR LEGAL SERVICES

(Maryland – Compliant with Maryland Attorneys’ Rules of Professional Conduct)

[// GUIDANCE: This template is drafted for use by Maryland-licensed law firms. Bracketed language should be tailored to the specific representation and client. Remove all guidance notes before final issuance.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
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 made and entered into as of [Effective Date] (the “Effective Date”) by and between:

1. [Law Firm Legal Name], a Maryland professional entity, with principal offices located at [Address] (“Counsel”); and
2. [Client Legal Name], [form of entity/individual], with an address at [Address] (“Client”).

Recitals

A. Counsel is duly licensed to practice law in the State of Maryland and offers legal services in accordance with applicable professional rules and standards.
B. Client seeks to retain Counsel for the matter(s) described herein, and Counsel is willing to accept such engagement on the terms set forth below.

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

II. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below (alphabetically listed). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the body of this Agreement.

“Applicable Rules” means all Maryland Attorneys’ Rules of Professional Conduct, any mandatory State Bar directives, and any other laws or regulations governing attorney conduct in Maryland.

“Client Materials” means all documents, data, and information supplied by Client to Counsel for purposes of the Engagement.

“Engagement” means the legal services to be provided by Counsel as specifically described in Section III.A.

“Fee Schedule” has the meaning set forth in Section III.C.

“Retainer Deposit” has the meaning set forth in Section III.B.

III. OPERATIVE PROVISIONS

A. Scope of Representation

1. Counsel will represent Client in the following matter(s): [Detailed Description of Matter – e.g., “defense of the lawsuit styled X v. Y in the Circuit Court for Baltimore City”] (collectively, the “Matter”).
2. Any services outside the Matter must be agreed upon in writing (email suffices) and will be governed by this Agreement unless otherwise specified.

[// GUIDANCE: Limiting the scope is critical to avoid unintended duties.]

B. Retainer Deposit

1. Upon execution, Client shall advance the sum of $[Amount] (the “Retainer Deposit”).
2. The Retainer Deposit will be placed in Counsel’s IOLTA account and applied to fees and expenses as invoiced.
3. Client shall promptly replenish the Retainer Deposit to $[Replenishment Amount] whenever the balance falls below $[Threshold].

C. Fees, Expenses, and Billing

1. Fee Schedule. Counsel’s current hourly rates are:
   • Partner: $[Rate] per hour
   • Associate: $[Rate] per hour
   • Paralegal/Law Clerk: $[Rate] per hour
   (collectively, the “Fee Schedule”). Rates are subject to periodic adjustment upon thirty (30) days’ written notice.
2. Expenses. Client shall reimburse reasonable out-of-pocket expenses, including but not limited to filing fees, court reporter charges, travel, and delivery services, without markup.
3. Billing & Payment. Invoices will be issued [monthly/bi-weekly]. Payment is due within [30] days of invoice date. Balances not paid when due shall accrue interest at [1–1.5]% per month or the maximum lawful rate, whichever is less.

D. Conditions Precedent

Counsel’s obligation to perform is conditioned upon (i) receipt of the executed Agreement, (ii) clearance of the Retainer Deposit, and (iii) completion of conflicts analysis as described in Section IV.B.

IV. REPRESENTATIONS & WARRANTIES

A. Counsel’s Representations

1. Licensure & Good Standing. Counsel is duly licensed and in good standing in Maryland.
2. Professional Standards. Counsel will perform the Engagement in accordance with Applicable Rules and prevailing standards of legal practice.

B. Conflicts of Interest

Counsel has conducted an initial conflicts check based on information provided by Client and found no actual conflicts that would preclude representation. Client acknowledges that:
1. Duty to Update. Client shall promptly inform Counsel of any changes that could affect conflicts analysis.
2. Advance Waiver (Optional). [If desired, insert tailored advance waiver language consistent with Applicable Rules.]

[// GUIDANCE: Maryland permits limited prospective waivers, but they must be specific and informed.]

C. Client’s Representations

1. Authority. Client has full authority to retain Counsel for the Matter.
2. Accuracy of Information. Client shall provide complete and accurate information and cooperate reasonably with Counsel.

D. Survival

The representations, warranties, and conflict waivers contained in this Section shall survive termination of the Engagement to the extent necessary to enforce the parties’ rights.

V. COVENANTS & RESTRICTIONS

1. Cooperation. Client shall timely respond to Counsel’s requests for information or instructions.
2. Compliance. Both parties shall comply with all Applicable Rules, court orders, and administrative directives relevant to the Matter.
3. Confidentiality. Each party shall preserve confidential information in accordance with Applicable Rules and any protective orders.

VI. DEFAULT & REMEDIES

A. Events of Default

1. Client Default. Any of the following shall constitute a Client default:
   a. Failure to replenish the Retainer Deposit within ten (10) business days after notice;
   b. Non-payment of any invoice beyond thirty (30) days;
   c. Material breach of Section V.
2. Counsel Default. Material breach of Section IV.A.

B. Notice & Cure

The non-defaulting party shall provide written notice describing the default. If curable, the defaulting party shall have ten (10) business days to cure.

C. Remedies

1. Upon Client Default, Counsel may (after any required notice to tribunal) suspend work, withdraw from representation, and pursue collection of unpaid amounts, including reasonable attorneys’ fees incurred in such collection.
2. Upon Counsel Default, Client may terminate this Agreement and pursue any remedies available under Applicable Rules and law.

VII. RISK ALLOCATION

A. Professional Liability & Indemnification

Counsel maintains professional liability insurance at or above the minimum levels recommended by the Maryland State Bar. Except as prohibited by Applicable Rules, Client agrees to indemnify and hold Counsel harmless from third-party claims arising from Client-supplied information or directives that are inaccurate, unlawful, or infringing. Nothing herein limits Counsel’s liability for malpractice.

B. Limitation of Liability (Optional)

[OPTIONAL – Requires separate client counsel per Applicable Rules]
Provided Client is independently represented with respect to this provision, Counsel’s aggregate liability for malpractice related to the Matter shall not exceed $[Amount] or Counsel’s available insurance, whichever is greater.

C. No Guarantee of Outcome

Client acknowledges that Counsel has made no promises regarding the outcome and that any expressions of potential results are opinions only.

D. Force Majeure

Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, provided the affected party gives prompt notice and exercises diligent efforts to resume performance.

VIII. DISPUTE RESOLUTION

[// GUIDANCE: Select and finalize one of the bracketed options as appropriate.]

A. Governing Law

This Agreement and any disputes arising hereunder shall be governed by the substantive laws and professional rules of the State of Maryland.

B. Forum Selection

All actions or proceedings shall be brought in the state courts located in [County], Maryland, which courts shall have exclusive jurisdiction, except as otherwise provided in Section VIII.C.

C. Arbitration (Optional)

[ARBITRATION ADD-IN]
At either party’s election, any dispute (excluding claims for fees or malpractice) shall be resolved by confidential, binding arbitration administered by [Arbitration Provider] in [Location], under its commercial rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.

D. Jury Trial Waiver (Optional)

[If not arbitrating] EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES RENDERED HEREUNDER.

E. Injunctive Relief

Nothing in this Section shall limit a party’s right to seek temporary, preliminary, or permanent injunctive relief to protect confidential information, enforce payment obligations, or prevent misuse of work product.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver shall be effective unless in writing signed by both parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
2. Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except Counsel may assign to a successor entity in connection with a firm merger or reorganization.
3. Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
4. Severability. If any provision is held unenforceable, the remaining provisions shall remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
5. Integration. This Agreement comprises the entire understanding between the parties regarding the subject matter and supersedes all prior discussions and writings.
6. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.
7. Electronic Signatures. Signatures transmitted via facsimile, PDF, or electronic signature platform shall be deemed original and binding.

X. EXECUTION BLOCK

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

[Optional Notary Block – complete only if required for specific matter]

[// GUIDANCE: Before final issuance:
• Confirm scope description, fee schedule, and retainer amounts.
• Delete optional provisions not selected.
• If limiting malpractice liability, obtain client’s separate written consent after opportunity to consult independent counsel, per MARPC.
• File a signed copy in the client’s file and provide client with a fully-executed counterpart.]