ATTORNEY–CLIENT ENGAGEMENT LETTER
(Michigan – Comprehensive Template)
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Representation & Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default, Withdrawal & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
[// GUIDANCE: Hyperlinks may be added for internal navigation once converted to Word/PDF.]
1. DOCUMENT HEADER
Engagement Letter for the Provision of Legal Services
Between:
• [FIRM LEGAL NAME], a Michigan professional limited liability company, with principal offices at [ADDRESS] (“Firm”); and
• [CLIENT LEGAL NAME], [individual / entity description] with principal address at [ADDRESS] (“Client”).
Effective Date: [EFFECTIVE DATE] (“Effective Date”)
Jurisdiction/Governing Law: State of Michigan
Recitals
A. Firm is duly licensed to practice law in the State of Michigan and desires to provide certain legal services to Client.
B. Client wishes to retain Firm to perform such services under the terms and conditions herein.
C. This Engagement Letter (“Agreement”) sets forth the parties’ mutual understandings, satisfies applicable Michigan Rules of Professional Conduct regarding fee and conflict disclosures, and evidences valuable consideration, the receipt and sufficiency of which are acknowledged.
2. DEFINITIONS
Unless the context requires otherwise, capitalized terms have the meanings set forth below.
“Agreement” – This Attorney–Client Engagement Letter, including all schedules and written amendments.
“Applicable Rules” – The Michigan Rules of Professional Conduct and all other binding ethical, professional, and disciplinary rules governing attorneys licensed in Michigan.
“Billing Period” – The calendar month unless otherwise stated in a Service Schedule.
“Confidential Information” – All non-public information disclosed by either party in connection with the Engagement, including attorney–client privileged materials and attorney work product.
“Engagement” or “Services” – The specific legal matters Firm agrees to handle for Client as described in Section 3.1 and any subsequent written scope expansions.
“IOLTA Trust Account” – Firm’s Interest on Lawyers Trust Account maintained in accordance with Applicable Rules.
“Retainer” – The advance fee deposit described in Section 3.5.
“Service Schedule” – Any addendum identifying a discrete matter, staffing plan, fee structure, or budget approved in writing by the Parties.
[// GUIDANCE: Add or delete defined terms to align with matter complexity.]
3. SCOPE OF REPRESENTATION & OPERATIVE PROVISIONS
3.1 Engagement Scope. Firm shall provide the legal services specifically described in Schedule A (or, if none, general counseling regarding [MATTER DESCRIPTION]). Firm is not engaged to provide (i) tax advice, (ii) investment advice, (iii) non-Michigan law opinions, or (iv) any litigation or appellate services unless expressly set forth in a Service Schedule.
3.2 Client Responsibilities. Client shall:
a. Provide factual information and documents promptly;
b. Make timely decisions and cooperate with Firm; and
c. Keep Firm apprised of changes affecting representation.
3.3 Staffing. Firm retains discretion to assign or reassign attorneys, paralegals, and staff, provided overall matter supervision remains with a Michigan-licensed attorney.
3.4 Term. This Agreement commences on the Effective Date and continues until (i) the matter is concluded, (ii) terminated under Section 6, or (iii) one year of inactivity, whichever occurs first.
3.5 Retainer Requirements.
a. Client shall remit a Retainer of $[AMOUNT] within five (5) business days of the Effective Date.
b. The Retainer will be deposited in Firm’s IOLTA Trust Account and applied to invoices as they become due.
c. Client shall replenish the Retainer to the agreed level within ten (10) days of written notice when the balance falls below twenty-five percent (25 %) of the original amount.
3.6 Fees & Expenses.
a. Hourly Rates. Firm’s current hourly rates are set forth in Schedule B. Rates may be adjusted upon thirty (30) days’ written notice.
b. Billing Increments. Time is billed in [one-tenth (0.1) hour] increments.
c. Costs. Client is responsible for reasonable out-of-pocket expenses (e.g., filing fees, expert fees, travel).
d. Fee Disclosure. Firm affirms that the fees and expenses described herein comply with applicable fee-disclosure requirements of the State Bar of Michigan.
3.7 Payment Terms. Invoices are due within thirty (30) days of delivery. Late balances accrue interest at one percent (1 %) per month, not to exceed the maximum lawful rate.
3.8 Conflicts Disclosure & Waiver.
Firm has conducted a conflict check and has identified [no conflicts] / [the following potential conflict: __]. Client hereby [consents to the representation] / [declines and this Agreement shall not take effect]. Firm will continue to monitor potential conflicts and will promptly disclose any material changes.
4. REPRESENTATIONS & WARRANTIES
4.1 Firm’s Representations. Firm represents that:
a. It is duly licensed and in good standing in Michigan;
b. It will perform the Services in accordance with Applicable Rules and a standard of care consistent with that of attorneys practicing in Michigan under similar circumstances; and
c. It carries professional liability insurance meeting or exceeding $[LIMIT] per claim.
4.2 Client’s Representations. Client represents that:
a. All information provided to Firm is, to Client’s knowledge, accurate and complete;
b. Client has authority to enter into and perform this Agreement; and
c. Client will not request or direct Firm to engage in conduct that violates Applicable Rules or law.
4.3 Survival. The representations and warranties in this Section survive termination of the Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality. Firm shall maintain Confidential Information in confidence, subject to exceptions under Applicable Rules and court order. Client acknowledges Firm’s duty to retain certain documents and disclosures mandated by law.
5.2 Cooperation & Access. Client shall make witnesses and records available as reasonably requested.
5.3 Publicity. Firm may list Client’s name and matter description in general experience statements only with Client’s prior written consent.
5.4 Compliance. Each party shall comply with all applicable federal, state, and local laws, rules, and regulations.
6. DEFAULT, WITHDRAWAL & REMEDIES
6.1 Events of Default. The following constitute defaults by Client:
a. Failure to pay any invoice within forty-five (45) days;
b. Material breach of Section 3.2 or 5.2; or
c. Direction to Firm to engage in unethical or unlawful conduct.
6.2 Notice & Cure. Firm shall provide written notice of default. Client shall have ten (10) days to cure monetary defaults and fifteen (15) days to cure non-monetary defaults.
6.3 Remedies. Upon uncured default, Firm may (i) withdraw from representation in accordance with court rules, (ii) apply all Retainer funds to outstanding balances, (iii) initiate collection, and (iv) pursue all other remedies available at law or equity.
6.4 Attorney Fees & Costs. In any action to enforce this Agreement, the prevailing party is entitled to reasonable attorney fees and costs.
7. RISK ALLOCATION
7.1 Indemnification – Professional Liability. Firm shall indemnify and hold Client harmless from losses directly arising from Firm’s proven professional negligence, subject to the Limitations in Section 7.2.
7.2 Limitation of Liability.
a. Cap. Except for matters arising from Firm’s intentional misconduct or where prohibited by Applicable Rules, Firm’s aggregate liability to Client shall not exceed the lesser of (i) $[CAP AMOUNT] or (ii) the amount of Firm’s applicable professional liability insurance coverage.
b. Prospective Waiver of Malpractice Claims. Any limitation under this Section is conditioned upon Client’s separate written consent after opportunity to seek independent counsel, as required under Applicable Rules.
[// GUIDANCE: Michigan Rule 1.8(h) generally prohibits prospective malpractice liability limitations without independent representation. Include separate acknowledgment form.]
7.3 Client Indemnification. Client shall indemnify Firm against third-party claims (excluding malpractice claims) arising from Client’s misconduct, misrepresentations, or illegal acts.
7.4 Insurance. Each party shall maintain commercially reasonable insurance for its respective risks.
7.5 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond reasonable control, provided the affected party gives prompt notice.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute hereunder shall be governed by the laws of the State of Michigan, without regard to conflict-of-laws principles.
8.2 Forum Selection. State courts located in [COUNTY], Michigan shall have exclusive jurisdiction, and the parties hereby submit to and waive objections to personal jurisdiction and venue therein.
8.3 Optional Arbitration.
[ARBITRATION CLAUSE – INCLUDE IF SELECTED]
“Any dispute arising out of or relating to this Agreement, other than claims for injunctive relief or disciplinary matters, shall be resolved by confidential, binding arbitration administered by the American Arbitration Association in [CITY], Michigan under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.”
[// GUIDANCE: Confirm client’s informed written consent as required by Michigan ethics opinions before enforcing mandatory arbitration.]
8.4 Optional Jury Waiver.
[JURY WAIVER CLAUSE – INCLUDE IF SELECTED]
“Each party irrevocably waives the right to trial by jury in any legal action arising out of or relating to this Agreement.”
8.5 Injunctive Relief. Notwithstanding Section 8.3, either party may seek temporary or preliminary injunctive relief in state court limited to preservation of rights pending arbitration or final judgment.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both parties. Failure to enforce any provision is not a waiver of future enforcement.
9.2 Assignment & Delegation. Neither party may assign its rights or delegate its duties without prior written consent, except Firm may delegate tasks to qualified personnel under attorney supervision.
9.3 Severability. If any provision is held unenforceable, the remainder shall remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.
9.4 Entire Agreement. This Agreement, including all Schedules, is the parties’ entire agreement regarding the subject matter and supersedes all prior understandings.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
9.6 Notices. All notices must be in writing and delivered (i) by personal delivery, (ii) certified mail (return receipt requested), (iii) nationally recognized overnight courier, or (iv) email with confirmation of receipt, to the addresses first written above or as updated by notice.
9.7 Headings. Headings are for convenience only and do not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
FOR THE FIRM
[NAME], [TITLE]
[FIRM LEGAL NAME]
Date: ___
FOR THE CLIENT
[NAME], [TITLE / Capacity]
[CLIENT LEGAL NAME]
Date: ___
SCHEDULE A – SCOPE OF SERVICES
[Detailed description of matter(s), objectives, deliverables, and any exclusions]
SCHEDULE B – CURRENT HOURLY RATES
Partner: $ /hr
Senior Associate: $ /hr
Associate: $ /hr
Paralegal: $ /hr
[// GUIDANCE: Update annually and provide 30-day notice per Section 3.6(a).]
SEPARATE ACKNOWLEDGMENT
(Required only if Section 7.2(b) is included)
Client acknowledges that:
1. Client has been advised in writing to seek independent counsel regarding the prospective limitation of malpractice liability contained in Section 7.2; and
2. Client either (i) has obtained such advice or (ii) knowingly waives the opportunity to do so.
[CLIENT SIGNATURE & DATE]