ENGAGEMENT LETTER FOR LEGAL SERVICES
(New Jersey)
[// GUIDANCE: This template is drafted for use by New Jersey attorneys and complies with the N.J. Rules of Professional Conduct (“N.J. RPC”). Customize all bracketed items, remove guidance boxes prior to issuance, and update citations if rules change.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Engagement & Scope of Services
IV. Fees, Costs & Retainer
V. Attorney & Client Representations and Warranties
VI. Client Covenants
VII. Conflicts of Interest Disclosure & Waiver
VIII. Term; Termination; Default & Remedies
IX. Risk Allocation
X. Dispute Resolution
XI. General Provisions
XII. Execution Block
I. DOCUMENT HEADER
THIS ENGAGEMENT LETTER (“Letter”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [LAW FIRM NAME], a [STATE] professional corporation with its principal office at [ADDRESS] (“Attorney” or “Firm”); and
- [CLIENT NAME], a [TYPE OF ENTITY / INDIVIDUAL] with its principal address at [ADDRESS] (“Client”).
RECITALS
A. Attorney is duly licensed to practice law in the State of New Jersey and is in good standing with the Supreme Court of New Jersey.
B. Client desires to retain Attorney to provide the legal services described herein, and Attorney is willing to accept such engagement, subject to the terms and conditions of this Letter.
C. This Letter is intended to comply with N.J. RPC 1.4, 1.5, 1.7, and 1.8(h).
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
II. DEFINITIONS
For purposes of this Letter, the following terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings ascribed to them in the context used.
“Advance Fee Deposit” means the sum described in Section IV.3 to be held in Attorney’s trust account until earned.
“Confidential Information” means all non-public information disclosed by either party in connection with the Services.
“Matter” means the specific legal project(s) or proceeding(s) described in Section III.1.
“Professional Liability Cap” has the meaning set forth in Section IX.2.
“Services” means the legal services to be provided by Attorney as more fully described in Section III.
III. ENGAGEMENT & SCOPE OF SERVICES
3.1 Engagement. Client hereby retains Attorney, and Attorney hereby accepts such retention, to perform the Services in connection with the Matter.
3.2 Scope of Services. The Services shall consist of:
(a) [DESCRIBE LITIGATION/TRANSACTION/ADVICE];
(b) [ADDITIONAL SERVICES]; and
(c) such other legal tasks as the parties may mutually agree upon in writing.
3.3 Excluded Services. Unless expressly agreed in a written amendment, Services do not include: appeals, audits, tax advice, business management, investment advice, or services unrelated to the Matter.
3.4 Performance Standards. Attorney shall render Services in accordance with applicable professional standards and the N.J. RPC.
IV. FEES, COSTS & RETAINER
4.1 Fee Arrangement. Fees will be calculated on a [HOURLY / FLAT-FEE / CONTINGENCY] basis as follows:
(a) Hourly Rates: Partners – $[RATE]/hr; Associates – $[RATE]/hr; Paralegals – $[RATE]/hr.
(b) Flat-Fee: $[AMOUNT] for [DESCRIPTION].
(c) Contingency: [PERCENT]% of [RECOVERY]. [Include N.J. Ct. R. 1:21-7 disclosure if contingency in tort matters.]
[// GUIDANCE: N.J. RPC 1.5(b) requires the basis or rate of fees and expenses to be communicated in writing before or within a reasonable time after commencement of representation and signed by the client for new clients.]
4.2 Expenses. Client shall reimburse out-of-pocket costs (e.g., filing fees, expert fees, travel) reasonably incurred in connection with the Services.
4.3 Advance Fee Deposit. Client shall deliver an Advance Fee Deposit of $[AMOUNT] within [NUMBER] days after the Effective Date. Funds will be placed in Attorney’s trust account in accordance with R. 1:21-6. Attorney may transfer earned portions to the operating account as fees accrue and will provide Client with contemporaneous statements.
4.4 Billing & Payment. Attorney will invoice monthly. Payment is due within [30] days of invoice date. Late payments accrue interest at [1.0]% per month or the maximum lawful rate, whichever is lower.
4.5 Fee Arbitration Notice. Pursuant to N.J. Ct. R. 1:20A-6, Client is advised of the right to request fee arbitration in the event of a fee dispute.
V. ATTORNEY & CLIENT REPRESENTATIONS AND WARRANTIES
5.1 Attorney Representations. Attorney represents that:
(a) it is duly licensed and in good standing in New Jersey;
(b) it is unaware of any conflicts of interest not disclosed herein; and
(c) it will perform Services with reasonable diligence and competence.
5.2 Client Representations. Client represents that:
(a) Client has full authority to engage Attorney;
(b) Client will provide complete and accurate information material to the Matter; and
(c) Client is not relying on any guarantee of outcome.
5.3 Survival. The representations and warranties in this Section V shall survive any termination of this Letter.
VI. CLIENT COVENANTS
6.1 Cooperation. Client shall timely cooperate, appear when required, and provide documents, testimony, and instructions as reasonably requested.
6.2 Payment. Client shall pay fees and costs as provided in Section IV.
6.3 Notification. Client shall promptly notify Attorney of any material change in facts or circumstances relevant to the Matter.
VII. CONFLICTS OF INTEREST DISCLOSURE & WAIVER
7.1 Disclosure. Attorney has conducted a reasonable conflicts check and has identified [NO ACTUAL OR POTENTIAL CONFLICTS / THE FOLLOWING POTENTIAL CONFLICTS: _____].
7.2 Waiver. If a waiveable conflict exists, Client acknowledges the disclosure and hereby provides informed written consent to the representation notwithstanding such conflict, consistent with N.J. RPC 1.7(b) and 1.9.
VIII. TERM; TERMINATION; DEFAULT & REMEDIES
8.1 Term. This Letter shall commence on the Effective Date and continue until the earlier of (a) completion of the Services; (b) mutual agreement to terminate; or (c) termination pursuant to this Section VIII.
8.2 Client Termination. Client may terminate the engagement at any time upon written notice, subject to payment of all fees and costs incurred to the termination date.
8.3 Attorney Termination. Attorney may withdraw as permitted under N.J. RPC 1.16 upon [10] days’ written notice (or shorter if required by court order), including for nonpayment, conflict, or breakdown in the attorney-client relationship.
8.4 Default. Failure of Client to pay any invoice within [45] days constitutes a default. Upon default, Attorney may (i) suspend work, (ii) apply Advance Fee Deposit toward unpaid balances, and (iii) seek withdrawal.
8.5 Remedies. Attorney may pursue all remedies at law or equity for unpaid fees, including recovery of reasonable attorney fees and costs incurred in collection.
IX. RISK ALLOCATION
9.1 Professional Liability Insurance. Attorney maintains professional liability insurance meeting the minimum limits required by N.J. Ct. R. 1:21-1A.
9.2 Limitation of Liability. To the fullest extent permitted by N.J. RPC 1.8(h), Attorney’s aggregate liability to Client for malpractice or breach of duty shall not exceed the lesser of (a) the amount of applicable insurance coverage actually available, or (b) $[CAP] (the “Professional Liability Cap”), unless Client is independently represented by counsel in agreeing to a broader limitation. This Section does not apply to liability arising from Attorney’s gross negligence or willful misconduct.
9.3 Indemnification of Attorney. Client shall indemnify and hold Attorney harmless from third-party claims arising from Client-supplied information or directives, except to the extent finally adjudicated to be caused by Attorney’s malpractice.
9.4 No Guarantee. Attorney makes no promise or guarantee as to the outcome of the Matter.
9.5 Force Majeure. Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, provided it gives prompt notice and resumes performance when practicable.
X. DISPUTE RESOLUTION
10.1 Governing Law. This Letter and any disputes shall be governed by the laws and Rules of Professional Conduct of the State of New Jersey.
10.2 Forum Selection. Subject to Section 10.3, the parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], New Jersey.
10.3 Arbitration (Optional). [SELECT ONE:
☐ No arbitration.
☐ The parties agree that any dispute, except claims for injunctive relief or fee collection, shall be resolved by confidential, binding arbitration administered by the New Jersey State Bar Association Fee Arbitration Committee or the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.]
10.4 Jury Waiver (Optional). [SELECT ONE:
☐ Each party irrevocably waives the right to a jury trial in any court action arising out of this Letter.
☐ Jury waiver deleted.]
10.5 Injunctive Relief. Notwithstanding Section 10.3, either party may seek limited injunctive relief in state court to preserve rights pending arbitration or judgment.
XI. GENERAL PROVISIONS
11.1 Amendment; Waiver. No amendment or waiver of any term shall be effective unless in writing signed by both parties. A waiver on one occasion does not constitute a waiver on any subsequent occasion.
11.2 Assignment. Neither party may assign its rights or delegate its duties without the prior written consent of the other, except Attorney may assign to a successor entity upon merger or reorganization.
11.3 Successors and Assigns. This Letter binds and inures to the benefit of the parties and their respective successors and permitted assigns.
11.4 Severability. If any provision is held unenforceable, the remainder of the Letter shall remain in effect, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable.
11.5 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings.
11.6 Counterparts; Electronic Signatures. This Letter may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically or by PDF shall be deemed original signatures.
XII. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
ATTORNEY
[NAME], [TITLE]
For and on behalf of
[LAW FIRM NAME]
Date: _______
CLIENT
[NAME], [TITLE / INDIVIDUAL]
For and on behalf of
[CLIENT NAME]
Date: _______
[// GUIDANCE: If Client is an individual, include acknowledgment that Client has read and understands the Letter and has been advised of the right to seek independent counsel regarding fee arrangements and limitation of liability provisions.]
End of Document