ENGAGEMENT LETTER FOR LEGAL SERVICES

(Ohio – State Bar Compliance Form)

[// GUIDANCE: This template is intentionally comprehensive. Delete bracketed guidance and complete all placeholders before issuing to a client. Confirm conformity with the latest version of the Ohio Rules of Professional Conduct (“ORPC”) and any local bar requirements.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Engagement
4. Fees, Retainer & Billing Practices
5. Conflict Disclosure & Waiver
6. Client Responsibilities
7. Attorney Responsibilities
8. Risk Allocation
9. Dispute Resolution
10. File Maintenance, Records & Privacy
11. Term & Termination
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

Engagement Letter (the “Agreement”) made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LAW FIRM NAME], an Ohio professional limited liability company with its principal office at [ADDRESS] (“Attorney”), and [CLIENT LEGAL NAME], a [ENTITY TYPE / INDIVIDUAL] with its principal address at [ADDRESS] (“Client”).

Recitals

A. Client seeks to retain Attorney to provide certain legal services as more fully set forth herein;
B. Attorney is duly licensed to practice law in the State of Ohio and is willing to accept such engagement upon the terms and conditions set forth below;
C. The parties desire to set forth their mutual understanding in a written fee agreement consistent with Ohio Rules of Professional Conduct R. 1.5, 1.7, and 1.8(h).

In consideration of the mutual covenants herein, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term used but not defined shall be interpreted in accordance with its customary legal meaning under Ohio law.

“Applicable Rules” means, collectively, the Ohio Rules of Professional Conduct, the Ohio Rules of Civil Procedure, the Ohio Rules of Superintendence, and all other mandatory ethical, statutory, or regulatory provisions governing Attorney’s practice.

“Confidential Information” has the meaning set forth in Section 6.3.

“Engagement Matter” means the specific matter(s) for which Attorney is retained, as described in Section 3.1.

“Hourly Rate Schedule” means Attorney’s standard hourly rates in effect as of the Effective Date, set forth in Exhibit A, as the same may be updated pursuant to Section 4.4.

“Retainer” means the advance fee deposit described in Section 4.2.

3. SCOPE OF ENGAGEMENT

3.1 Statement of Work. Attorney shall provide legal services to Client in connection with [BRIEF DESCRIPTION OF MATTER] (the “Engagement Matter,” and such services, the “Services”).

3.2 Excluded Services. Unless specifically agreed in a subsequent writing, Services shall not include (i) appeals; (ii) tax advice; (iii) securities filings; (iv) any non-Ohio jurisdictional matters; or (v) any services not customarily performed by legal counsel.

3.3 No Guarantee. Consistent with ORPC R. 7.1, Attorney makes no promise or guarantee regarding the outcome of the Engagement Matter.

[// GUIDANCE: Insert more detailed task lists or phase descriptions if helpful for complex matters.]

4. FEES, RETAINER & BILLING PRACTICES

4.1 Fee Basis. Services shall be billed on an hourly basis in accordance with the Hourly Rate Schedule, unless the parties execute a separate Alternative Fee Arrangement (“AFA”) addendum.

4.2 Retainer Deposit.
(a) Amount. Client shall pay a Retainer of $[AMOUNT] upon execution of this Agreement.
(b) Trust Account. The Retainer shall be deposited into Attorney’s Interest on Lawyers’ Trust Account (“IOLTA”) in compliance with ORPC R. 1.15.
(c) Application. Attorney may apply the Retainer to invoices as they are rendered. Client shall replenish the Retainer to its original balance within ten (10) days of written notice.

4.3 Expense Reimbursement. Client shall reimburse Attorney for reasonable out-of-pocket expenses, including but not limited to filing fees, courier charges, deposition costs, expert fees, and travel expenses, all of which shall be itemized on each invoice.

4.4 Rate Adjustments. Attorney may adjust hourly rates annually upon thirty (30) days’ prior written notice; provided that increases shall not exceed the greater of (i) five percent (5%) per annum or (ii) the CPI-U for the Midwest Region.

4.5 Billing Cycle & Payment. Invoices will be issued monthly and are payable within thirty (30) days of the invoice date. Unpaid balances shall accrue interest at one percent (1%) per month (12% per annum) commencing thirty-one (31) days after the invoice date, subject to ORPC R. 1.5(a).

4.6 Fee Disputes. In the event of a fee dispute, the parties shall first confer in good faith. Failing resolution, either party may invoke the Ohio State Bar Association Fee Dispute Resolution Program.

5. CONFLICT DISCLOSURE & WAIVER

5.1 Conflict Check. Attorney has conducted a reasonable conflicts review based on information provided by Client and has identified [NO CONFLICTS / THE FOLLOWING POTENTIAL CONFLICTS: …].

5.2 Advance Waiver (Optional). Client hereby provides an informed written consent pursuant to ORPC R. 1.7 to Attorney’s representation of other current or future clients whose interests may be adverse to Client in matters unrelated to the Engagement Matter, provided that Attorney reasonably believes that such representation will not adversely affect Attorney’s ability to represent Client.

5.3 Independent Counsel. Client is advised to seek independent legal advice regarding the conflict waiver and any limitation of liability contained herein.

6. CLIENT RESPONSIBILITIES

6.1 Cooperation. Client shall timely provide all information, documents, access, and approvals reasonably required for Attorney to perform the Services.

6.2 Accuracy of Information. Client represents that all information supplied to Attorney will be true, complete, and not misleading to the best of Client’s knowledge.

6.3 Confidentiality. Client shall maintain in confidence all attorney work product or privileged communications except as required by law or agreed in writing.

7. ATTORNEY RESPONSIBILITIES

7.1 Competent Representation. Attorney shall exercise the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation, consistent with ORPC R. 1.1.

7.2 Communication. Attorney shall keep Client reasonably informed about the status of the Engagement Matter and shall promptly comply with reasonable requests for information, consistent with ORPC R. 1.4.

7.3 Confidentiality. Attorney shall preserve Client confidences in accordance with ORPC R. 1.6.

8. RISK ALLOCATION

8.1 Professional Liability Insurance. Attorney maintains professional liability insurance coverage as required by Ohio Gov. Bar R. I, Sec. 1.

8.2 Indemnification. Attorney shall indemnify and hold harmless Client from and against any claim, loss, or damage arising from Attorney’s willful misconduct or gross negligence in the performance of Services, provided that any such indemnification shall not waive or limit the professional liability protections mandated under governing law.

8.3 Limitation of Liability. To the fullest extent permitted by ORPC R. 1.8(h) and applicable law, Attorney’s aggregate liability to Client for malpractice or breach of this Agreement shall not exceed [SELECT ONE: (a) the amount of Attorney’s applicable insurance coverage actually available to pay the claim; OR (b) $[DOLLAR AMOUNT]], provided that Client is independently represented in making such agreement.

[// GUIDANCE: If Client is not independently represented, DELETE Section 8.3 because ORPC 1.8(h) forbids limiting liability without separate counsel.]

8.4 No Consequential Damages. Neither party shall be liable to the other for any incidental, special, or consequential damages, including lost profits, arising out of this Agreement.

8.5 Force Majeure. Neither party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, governmental actions, or pandemics, provided prompt notice is given and performance resumes as soon as practicable.

9. DISPUTE RESOLUTION

9.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws and professional rules of the State of Ohio, without regard to conflict-of-laws principles.

9.2 Forum Selection. Exclusive venue shall lie in the state courts located in [COUNTY], Ohio.

9.3 Arbitration (Optional).
[SELECT ONE – DELETE OTHER OPTION]
(a) Arbitration Elected. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in [CITY, OH] under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own attorneys’ fees and costs unless the arbitrator otherwise awards.
(b) Arbitration Not Elected. Disputes shall be resolved exclusively in the courts identified in Section 9.2.

9.4 Jury Trial Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM THIS AGREEMENT.

9.5 Injunctive Relief. Nothing herein shall limit either party’s right to seek temporary or preliminary injunctive relief in aid of arbitration or to enforce confidentiality obligations, subject to Section 9.2.

10. FILE MAINTENANCE, RECORDS & PRIVACY

10.1 File Retention. Attorney shall retain Client’s case file for a minimum of seven (7) years after the termination of representation, after which files may be destroyed without further notice, absent contrary legal requirements.

10.2 Client Property. Original documents supplied by Client will be returned upon request and payment of any outstanding balance.

10.3 Data Privacy. Attorney shall employ reasonable administrative, technical, and physical safeguards to protect Client data and shall comply with any applicable privacy laws.

11. TERM & TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated pursuant to this Section.

11.2 Termination by Client. Client may terminate this Agreement at any time upon written notice to Attorney.

11.3 Termination by Attorney. Attorney may withdraw as permitted under ORPC R. 1.16, including Client’s failure to pay fees or cooperate, upon reasonable written notice and Court approval where required.

11.4 Effect of Termination. Termination shall not relieve Client of the obligation to pay for Services rendered and expenses incurred through the effective date of termination. Any unearned portion of the Retainer shall be refunded within fourteen (14) days of final invoice reconciliation.

12. GENERAL PROVISIONS

12.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties.

12.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Attorney may assign to a successor entity in connection with a merger or reorganization.

12.3 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable.

12.4 Entire Agreement. This Agreement, together with the exhibits hereto, constitutes the entire understanding between the parties and supersedes all prior negotiations or agreements, written or oral, regarding the subject matter.

12.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted by facsimile, PDF, or electronic signature platform (e.g., DocuSign) shall be deemed original signatures for all purposes.

13. EXECUTION BLOCK

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

ATTORNEY:
[LAW FIRM NAME]
By: ____
Name: ____
Title: Managing Member
Date: _________

CLIENT:
[CLIENT LEGAL NAME]
By: ____
Name: ____
Title/Capacity: ___
Date: _________

[// GUIDANCE: Add notarization or witness lines here only if required by local practice, which is atypical for engagement letters.]

Exhibit A

HOURLY RATE SCHEDULE

[// GUIDANCE: Update annually and attach current rate sheet to maintain transparency with ORPC 1.5(b).]

© [YEAR] [LAW FIRM NAME]. All rights reserved.