ATTORNEY–CLIENT ENGAGEMENT LETTER
(New York Jurisdiction – Court-Ready Template)
[// GUIDANCE: This template is intentionally comprehensive. Delete any bracketed guidance or inapplicable provisions before issuing to the client. All bracketed variables in CAPS must be customized.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Representation
3.2 Attorney Responsibilities
3.3 Client Responsibilities
3.4 Fees, Retainer & Billing
3.5 Conflicts of Interest Disclosure
3.6 Term & Termination - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
ATTORNEY–CLIENT ENGAGEMENT LETTER
This Engagement Letter (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (“Effective Date”) by and between:
• [LAW FIRM NAME], a [STATE OF ORGANIZATION] professional corporation/LLC with offices located at [ADDRESS] (“Attorney”); and
• [CLIENT NAME], a [TYPE OF ENTITY / INDIVIDUAL] with an address at [ADDRESS] (“Client”).
Recitals
A. Client seeks legal representation in connection with [DESCRIPTION OF MATTER] (the “Matter”).
B. Attorney is willing to provide such representation in accordance with New York law, the New York Rules of Professional Conduct, and 22 N.Y.C.R.R. Part 1215.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below. Terms not defined herein have their plain meaning or the meaning ascribed by applicable law.
“Agreement” – This Engagement Letter, inclusive of all schedules, exhibits, and subsequent written amendments.
“Arbitration Program” – The New York State Fee Dispute Resolution Program established under 22 N.Y.C.R.R. Part 137.
“Attorney” – The law firm identified in the Document Header, including its partners, associates, employees, and agents.
“Client” – The party identified in the Document Header, including its officers, directors, managers, employees, and agents.
“Fees” – All legal fees charged by Attorney for services rendered.
“Matter” – The specific legal engagement described in Section 3.1.
“Retainer” – The advance deposit described in Section 3.4(b).
“Services” – All legal services provided by Attorney to Client under this Agreement.
3. OPERATIVE PROVISIONS
3.1 Scope of Representation
(a) Attorney shall represent Client solely in the Matter. Representation does not include appeals, ancillary proceedings, or unrelated matters unless the parties execute a separate engagement letter.
(b) Any material change to the scope must be confirmed in a written amendment signed by both parties.
3.2 Attorney Responsibilities
(a) Perform the Services competently, diligently, and in compliance with applicable rules of professional conduct.
(b) Keep Client reasonably informed of material developments.
(c) Maintain appropriate professional liability insurance in coverage amounts not less than [AMOUNT] per claim.
3.3 Client Responsibilities
(a) Provide truthful, complete, and timely information.
(b) Cooperate reasonably with Attorney and respond to requests within [X] business days.
(c) Pay all Fees, costs, and expenses in accordance with Section 3.4.
3.4 Fees, Retainer & Billing
(a) Fee Structure – Attorney will bill Client on an [hourly / fixed-fee / contingency] basis as detailed in Schedule A (Fee Schedule).
(b) Retainer Deposit – Prior to commencement of Services, Client shall pay a Retainer of $[AMOUNT]. The Retainer will be deposited in Attorney’s IOLA/IOLTA escrow account and applied against future invoices. Any unused balance will be refunded upon termination.
(c) Billing Cycle – Attorney will issue itemized bills [monthly/bi-weekly]. Payment is due within [30] days of invoice date.
(d) Expenses – Client is responsible for reasonable out-of-pocket costs (e.g., filing fees, expert fees, travel) incurred on Client’s behalf.
(e) Late Payments – Balances more than [30] days past due will accrue finance charges at [1%] per month.
[// GUIDANCE: If a non-refundable “general retainer” is used, add NY ethics-compliant language clearly stating it is earned upon receipt.]
(f) Client’s Right to Fee Arbitration – In event of any fee dispute, and prior to commencement of litigation, Client may elect mandatory arbitration pursuant to 22 N.Y.C.R.R. Part 137 if the amount in dispute is $1,000 or more and less than $50,000. Attorney will provide the required “Notice of Client’s Right to Arbitration” contemporaneously with this Agreement.
3.5 Conflicts of Interest Disclosure
Attorney has conducted a conflicts check and [HAS / HAS NOT] identified potential conflicts.
(a) [IF CONFLICT]: The following conflict(s) have been disclosed: [DESCRIPTION]. Attorney reasonably believes representation will not be adversely affected. Client hereby [CONSENTS / DOES NOT CONSENT] in writing under Rule 1.7, after being advised of the risks, advantages, and alternatives.
(b) If additional conflicts arise, Attorney will notify Client promptly and seek informed written consent or withdraw as required.
3.6 Term & Termination
(a) This Agreement commences on the Effective Date and continues until the Matter concludes or is terminated under this Section.
(b) Client may terminate at any time upon written notice.
(c) Attorney may withdraw with reasonable notice for good cause, including nonpayment of Fees, conflicts, or ethical prohibitions.
(d) Upon termination, Client is responsible for all Fees and expenses incurred to date plus reasonable costs of file transfer.
4. REPRESENTATIONS & WARRANTIES
4.1 Attorney represents and warrants:
(a) It is duly licensed and in good standing in New York;
(b) It has requisite skill to perform the Services;
(c) It will comply with all applicable laws and professional rules.
4.2 Client represents and warrants:
(a) It has full authority to engage Attorney;
(b) Information supplied is, and will be, accurate and complete.
4.3 Survival – The representations and warranties in this Section survive termination.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality – Attorney shall preserve client confidences as required by Rule 1.6.
5.2 Preservation of Evidence – Client shall not destroy or conceal potentially relevant documents.
5.3 No Assignment of Claims – Neither party may assign rights or delegate obligations without prior written consent, except to a successor-in-interest by merger or sale of substantially all assets.
6. DEFAULT & REMEDIES
6.1 Events of Default –
(a) Client’s failure to pay any invoice within [45] days;
(b) Either party’s material breach of this Agreement that remains uncured for [10] days after written notice.
6.2 Remedies – Upon default, the non-breaching party may:
(a) Suspend performance (Attorney only);
(b) Accelerate all unpaid Fees;
(c) Seek collection of Fees with interest, reasonable attorney fees, and court costs;
(d) Pursue any other remedies available at law or in equity, subject to Section 7 (Risk Allocation) and Section 8 (Dispute Resolution).
7. RISK ALLOCATION
7.1 Indemnification –
(a) Attorney shall indemnify, defend, and hold Client harmless from any third-party claims arising from Attorney’s gross negligence, willful misconduct, or material breach of this Agreement (“Professional Liability Claims”).
(b) Client shall indemnify Attorney against third-party claims arising from Client-supplied false information or unlawful conduct.
7.2 Limitation of Liability –
(a) Cap – Except for Professional Liability Claims, Attorney’s aggregate liability shall not exceed the greater of (i) the total Fees paid by Client under this Agreement or (ii) $[AMOUNT].
(b) No Limitation for Malpractice Unless Independently Represented – This Section 7.2 is not intended to limit Attorney’s liability for malpractice unless Client is separately represented by independent counsel in consenting to such limitation as required by Rule 1.8(h).
[// GUIDANCE: Consider obtaining written acknowledgment from independent counsel if a malpractice cap is retained.]
7.3 No Consequential Damages – Neither party shall be liable for indirect, special, or consequential damages.
7.4 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 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 and professional rules of the State of New York, without regard to its conflict-of-laws principles.
8.2 Forum Selection – Subject to Section 3.4(f) (fee arbitration), the parties consent to exclusive jurisdiction of the state courts located in [COUNTY], New York.
8.3 Arbitration (Optional) – If both parties initial below, any dispute (other than fee disputes subject to Part 137) shall be resolved by confidential, binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”) with one arbitrator in [CITY], New York.
Client Initials _ Attorney Initials _
8.4 Jury Waiver (Optional) – The parties hereby knowingly and voluntarily waive trial by jury in any litigation arising out of or relating to this Agreement.
Client Initials _ Attorney Initials _
8.5 Injunctive Relief – Nothing herein prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo pending arbitration or litigation; permanent injunctive relief is otherwise limited to the extent permitted by law.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver – No amendment or waiver is effective unless in writing signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.
9.2 Entire Agreement – This Agreement constitutes the entire agreement between the parties regarding the Matter and supersedes all prior oral or written discussions.
9.3 Severability – If any provision is held invalid, the remaining provisions shall be enforced to the fullest extent permitted.
9.4 Counterparts & Electronic Signatures – This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures executed via electronic means (e.g., DocuSign) are deemed original.
9.5 Notices – All notices must be in writing and delivered (i) by hand with signed receipt, (ii) certified U.S. Mail (return receipt requested), or (iii) nationally recognized overnight courier, to the addresses set forth in the Document Header (or as updated by notice).
9.6 Successors & Assigns – This Agreement binds and benefits the parties and their respective successors and permitted assigns.
9.7 Headings – Section 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.
ATTORNEY
[NAME OF AUTHORIZED SIGNATORY]
Title: [MANAGING PARTNER / MEMBER]
[LAW FIRM NAME]
Date: _______
CLIENT
[CLIENT NAME OR AUTHORIZED SIGNATORY]
Title (if entity): ______
Date: _______
Schedule A – Fee Schedule
[// GUIDANCE: Insert hourly rates by professional level, alternative fee structures, or blended rates.]
[// GUIDANCE: Attach the “Notice of Client’s Right to Arbitration” required by 22 N.Y.C.R.R. § 137.6 as a separate document or include it below.]