ENGAGEMENT LETTER FOR LEGAL SERVICES
(Oregon – Compliant with Oregon Rules of Professional Conduct and Oregon State Bar Requirements)
[// GUIDANCE: This template is intentionally comprehensive. Delete any provisions that are not required for a particular matter and complete all bracketed placeholders before releasing to a client.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Engagement
- Fees, Retainer, and Billing Practices
- Client Duties & Cooperation
- Conflicts of Interest Disclosure and Waiver
- File Ownership & Records Management
- Intellectual Property & Work Product
- Term / Termination
- Default & Remedies
- Risk Allocation
11.1 Indemnification (Professional Liability)
11.2 Limitation of Liability (Malpractice Limits)
11.3 Insurance
11.4 Force Majeure - Dispute Resolution
12.1 Governing Law & Forum Selection
12.2 Optional Arbitration
12.3 Optional Jury Waiver
12.4 Limited Injunctive Relief - General Provisions
- Execution Block
1. DOCUMENT HEADER
This ENGAGEMENT LETTER FOR LEGAL SERVICES (“Agreement”) is entered into and effective as of [EFFECTIVE DATE] (“Effective Date”) by and between [LAW FIRM NAME], an Oregon professional corporation with its principal office at [ADDRESS] (“Firm”), and [CLIENT NAME], [legal description of client entity/individual] with its principal mailing address at [ADDRESS] (“Client”). Firm and Client are each a “Party” and collectively the “Parties.”
Recitals
A. Firm is duly licensed to practice law in the State of Oregon and is willing to provide legal services to Client in accordance with the Oregon Rules of Professional Conduct (“ORPC”).
B. Client desires to retain Firm for the limited purpose set forth herein and agrees to compensate Firm under the terms of this Agreement.
C. The Parties enter into this Agreement to set forth the terms and conditions of their relationship, to comply with all applicable ethical requirements, and to allocate certain risks.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings given below. Terms defined in the singular include the plural and vice-versa.
“Agreement” – This Engagement Letter, including all schedules, addenda, and amendments.
“Arbitration Election Notice” – A written notice by either Party electing arbitration under Section 12.2.
“Billing Period” – The monthly period ending on the last calendar day of each month, unless otherwise stated.
“Confidential Information” – All non-public information obtained by Firm from or on behalf of Client.
“Engagement Matter(s)” – The specific legal services described in Section 3.
“Fee Deposit” – The retainer amount described in Section 4.2.
“Hourly Rates” – Firm’s standard billing rates, subject to periodic adjustment under Section 4.3.
“Malpractice Limits” – The limitation of liability contained in Section 11.2.
“ORPC” – The Oregon Rules of Professional Conduct, as amended from time to time.
“State Court” – Any court of competent jurisdiction of the State of Oregon.
3. SCOPE OF ENGAGEMENT
3.1 Limited Representation. Firm agrees to represent Client solely in connection with [DESCRIPTION OF MATTER(S)] (“Engagement Matter(s)”). Any services outside this scope require a separate written agreement.
3.2 No Guarantees. Client acknowledges that Firm has made no promise or guarantee regarding the outcome of the Engagement Matter(s). All expressions about potential results are statements of opinion only.
3.3 Excluded Services. Unless expressly agreed in writing, Firm will not:
(a) provide business, investment, tax, or accounting advice;
(b) represent Client in unrelated matters; or
(c) file appeals or collateral actions following conclusion of the Engagement Matter(s).
4. FEES, RETAINER, AND BILLING PRACTICES
4.1 Fee Structure. Legal services will be billed on an hourly basis at the Hourly Rates in effect when the services are performed. [// GUIDANCE: Replace/augment with alternate fee structures—e.g., contingency or flat fee—if applicable. Comply with ORPC 1.5.]
4.2 Fee Deposit (Retainer).
(a) Client shall deliver a refundable Fee Deposit of $[AMOUNT] upon execution of this Agreement.
(b) The Fee Deposit will be placed in Firm’s designated lawyer trust account (IOLTA) in accordance with ORPC 1.15.
(c) Firm may apply the Fee Deposit to unpaid fees and costs; Client agrees to replenish the Fee Deposit to its original amount within ten (10) days of notice from Firm.
4.3 Rate Adjustments. Firm may adjust Hourly Rates annually on [DATE] with thirty (30) days’ prior written notice to Client.
4.4 Costs & Expenses. Client is responsible for all reasonable out-of-pocket costs, including but not limited to filing fees, court reporter charges, expert fees, travel, and copying. Firm may forward vendor invoices directly to Client for payment.
4.5 Billing Statements & Payment.
(a) Firm will issue monthly statements itemizing fees and costs.
(b) Payment is due within thirty (30) days of invoice date.
(c) Balances unpaid after thirty (30) days accrue interest at [INTEREST RATE]% per annum or the maximum lawful rate, whichever is lower.
4.6 Fee Arbitration Program. In the event of a fee dispute, Client may request arbitration through the Oregon State Bar Fee Arbitration Program. Firm will participate in good faith if Client elects this option.
5. CLIENT DUTIES & COOPERATION
5.1 Information and Documents. Client shall provide all information and documents reasonably requested by Firm and shall ensure such information is complete and accurate.
5.2 Decisions. Client retains ultimate decision-making authority, including settlement authority, subject to Firm’s professional obligations.
5.3 Communication. Client will designate [PRIMARY CONTACT] as the primary liaison with Firm and will timely respond to Firm’s communications.
6. CONFLICTS OF INTEREST DISCLOSURE AND WAIVER
6.1 Initial Conflict Check. Firm has conducted a conflicts check based on the information provided by Client and is unaware of any concurrent conflict under ORPC 1.7 at this time.
6.2 Future Conflicts; Advance Consent. Client grants Firm advance consent to represent other present or future clients in matters that are not substantially related to the Engagement Matter(s) and that do not impair Firm’s ability to represent Client. [// GUIDANCE: Delete if Client will not grant advance consent.]
6.3 Specific Conflict Disclosure (if any). [DISCLOSE KNOWN CONFLICTS]. Client acknowledges the disclosure and waives such conflict by signing the “Conflict Waiver” attached as Schedule A.
7. FILE OWNERSHIP & RECORDS MANAGEMENT
7.1 Client File. Upon conclusion or termination of the Engagement Matter(s), Firm will retain the client file for at least ten (10) years, after which Firm may destroy the file without further notice, consistent with ORPC 1.15.
7.2 Original Documents. Firm will return all original documents to Client upon request and payment of outstanding balances.
8. INTELLECTUAL PROPERTY & WORK PRODUCT
8.1 License to Use. Firm grants Client a non-exclusive license to use Firm’s work product solely for the Engagement Matter(s).
8.2 Firm Property. All templates, research, and internal memoranda remain the property of Firm.
9. TERM / TERMINATION
9.1 Term. This Agreement commences on the Effective Date and continues until completion of the Engagement Matter(s) unless earlier terminated.
9.2 Termination by Client. Client may terminate this Agreement at any time upon written notice to Firm.
9.3 Termination by Firm. Firm may terminate its representation to the extent permitted by ORPC and applicable court rules, including for nonpayment, conflict, or failure to cooperate.
9.4 Post-Termination Obligations. Client remains responsible for all fees and costs incurred through the termination date.
10. DEFAULT & REMEDIES
10.1 Events of Default. An “Event of Default” occurs if:
(a) Client fails to pay any amount when due and such failure continues for fifteen (15) days after notice;
(b) Client materially breaches Section 5; or
(c) Either Party materially breaches any provision of this Agreement and fails to cure within thirty (30) days after notice.
10.2 Remedies. Upon an Event of Default, the non-breaching Party may:
(a) suspend performance;
(b) terminate this Agreement;
(c) recover all amounts due, plus interest, costs, and reasonable attorneys’ fees; and
(d) pursue any other remedy available at law or equity, subject to Section 11 and Section 12.
11. RISK ALLOCATION
11.1 Indemnification (Professional Liability)
Firm shall indemnify and hold harmless Client from and against direct damages finally adjudicated to have arisen from Firm’s willful misconduct or gross negligence in providing legal services. This indemnity is limited strictly to professional liability and excludes any indirect, consequential, or punitive damages.
11.2 Limitation of Liability (Malpractice Limits)
EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW OR ORPC 1.8(h), Firm’s aggregate liability to Client in connection with the Engagement Matter(s) will not exceed [DOLLAR AMOUNT] or the amount of Firm’s applicable professional liability insurance coverage, whichever is greater. Client acknowledges that ORPC 1.8(h) may require Client to obtain independent legal counsel before agreeing to this limitation; Client represents that it has had an opportunity to do so.
11.3 Insurance
Firm maintains professional liability insurance in at least the minimum amount mandated by the Oregon State Bar Professional Liability Fund.
11.4 Force Majeure
Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, epidemic, or governmental action.
12. DISPUTE RESOLUTION
12.1 Governing Law & Forum Selection
This Agreement and any dispute arising hereunder are governed by the laws and professional rules of the State of Oregon. Except as provided in Section 12.2, the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Oregon.
12.2 Optional Arbitration
(a) Either Party may elect, by delivering an Arbitration Election Notice, to submit any dispute (other than a request for injunctive relief permitted under Section 12.4 or a fee dispute subject to Section 4.6) to binding arbitration in [CITY], Oregon under the Commercial Arbitration Rules of the American Arbitration Association.
(b) The arbitration shall be heard by a single arbitrator who is an attorney licensed in Oregon with at least ten (10) years’ relevant experience.
(c) The arbitrator may award all remedies available at law or equity, subject to the limitations set forth in Section 11.
(d) Judgment on the award may be entered in any court of competent jurisdiction.
[// GUIDANCE: Delete Section 12.2 in its entirety if the Parties do not elect arbitration.]
12.3 Optional Jury Waiver
To the extent permitted by law, each Party irrevocably waives its right to trial by jury in any proceeding arising out of or relating to this Agreement. [// GUIDANCE: Strike if jury waiver is not desired.]
12.4 Limited Injunctive Relief
Notwithstanding Section 12.2, either Party may seek temporary or preliminary injunctive relief in State Court solely to (i) protect privileged or Confidential Information, or (ii) secure attorney liens for unpaid fees and costs.
13. GENERAL PROVISIONS
13.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver of any subsequent breach.
13.2 Assignment. Neither Party may assign its rights or delegate its duties without the prior written consent of the other Party, except that Firm may assign its rights to a successor entity without consent.
13.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced by an enforceable one that most closely reflects the Parties’ original intent.
13.4 Integration. This Agreement constitutes the entire agreement between the Parties regarding the Engagement Matter(s) and supersedes all prior oral or written understandings.
13.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original and together constitute one instrument.
13.6 Notices. All notices must be in writing and deemed given when delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier with tracking, or (iii) three (3) business days after deposit in U.S. certified mail, postage prepaid, addressed to the addresses in the preamble (or as later changed by notice).
14. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[LAW FIRM NAME]
By: ____
Name: ____
Title: _____
Date: _________
[CLIENT NAME]
By: ____
Name: ____
Title/Capacity: ___
Date: _________
Schedule A – Conflict Waiver
[// GUIDANCE: Use this schedule only if Section 6.3 applies.]
Client hereby acknowledges the conflict disclosure described in Section 6.3, confirms that Client has had the opportunity to seek independent legal advice, and voluntarily waives the conflict.
Client Signature: ____ Date: ____
[// GUIDANCE: End of template. Verify that all bracketed placeholders are completed and that the limitation-of-liability provision complies with ORPC 1.8(h) before issuing to Client.]