ENGAGEMENT LETTER FOR LEGAL SERVICES

(Pennsylvania)

[// GUIDANCE: This template is drafted to comply with the Pennsylvania Rules of Professional Conduct (“Pa. R.P.C.”) and incorporates the metadata provided. All bracketed items should be customized before release to the client.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties

This Engagement Letter for Legal Services (the “Agreement”) is entered into by and between [LAW FIRM NAME], a Pennsylvania professional corporation/LLC with its principal office at [ADDRESS] (“Firm”), and [CLIENT NAME], [ENTITY TYPE / INDIVIDUAL] with an address at [ADDRESS] (“Client”). Firm and Client may each be referred to individually as a “Party” and collectively as the “Parties.”

1.2 Effective Date

This Agreement shall be effective as of [EFFECTIVE DATE] (the “Effective Date”).

1.3 Recitals

A. Client desires to engage Firm to provide certain legal services.
B. Firm is willing to provide such services in accordance with the terms set forth herein.
C. The Parties intend for this Agreement to satisfy the fee disclosure, retainer, and conflict‐disclosure requirements of Pa. R.P.C. 1.5 and 1.7.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

“Advance Deposit” means the refundable sum described in Section 3.4.
“Confidential Information” has the meaning set forth in Section 5.1.
“Engagement” means the specific scope of work in Section 3.1.
“Hourly Rates” has the meaning assigned in Section 3.3(a).
“Malpractice Limits” means the maximum liability allowed under applicable law and ethics rules, subject to Section 7.2.
“Pa. R.P.C.” means the Pennsylvania Rules of Professional Conduct, as amended from time to time.
“Trust Account” means Firm’s Interest on Lawyers Trust Account (IOLTA) designated for client funds.

[// GUIDANCE: Add additional defined terms if you expand the scope.]

3. OPERATIVE PROVISIONS

3.1 Scope of Representation

(a) Firm will represent Client in the following matter(s): [DESCRIBE SCOPE] (“Matter”).
(b) Any services outside the Scope require a separate written agreement or an executed amendment pursuant to Section 9.1.

3.2 Performance Standards

Firm shall render legal services in accordance with (i) the standard of care required of attorneys licensed in the Commonwealth of Pennsylvania, and (ii) applicable professional responsibility and disciplinary rules.

3.3 Fees

(a) Hourly Engagement. Partner: [$___/hr]; Associate: [$___/hr]; Paralegal: [$___/hr] (collectively, the “Hourly Rates”).
(b) Alternative Fee Arrangement. [Flat fee / Contingent fee terms].
[// GUIDANCE: Contingent fees in PA must comply with Pa. R.P.C. 1.5(c) and be signed by Client.]

3.4 Advance Deposit & Trust Accounting

Client shall pay an Advance Deposit of [$____] upon execution. Firm will deposit this sum into its Trust Account. Amounts shall be transferred to Firm only as fees are earned or costs incurred, and Client will receive periodic statements.

3.5 Billing & Payment

(a) Firm will invoice monthly, including (i) fees itemized by timekeeper, and (ii) reimbursable costs (e.g., filing fees, travel).
(b) Payment is due within [30] days of invoice date. Balances unpaid after [30] days incur interest at [___]% per annum, not to exceed the legal maximum.

3.6 Client Cooperation

Client shall provide timely, complete, and accurate information, cooperate in discovery, and appear when reasonably requested.

3.7 Conditions Precedent

Firm’s obligation to proceed is conditioned on (a) receipt of the Advance Deposit, and (b) clearance of any conflicts identified under Section 4.3.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority

Each Party represents that it has full authority to enter into and perform this Agreement.

4.2 No Other Counsel (Non-Exclusive)

Client acknowledges that Firm may represent other clients provided such representation does not create a conflict under Pa. R.P.C. 1.7.

4.3 Conflict Disclosure & Waiver

Firm has conducted a conflicts review and [has/has not] identified potential conflicts.
• If conflicts exist: Client hereby provides informed consent, confirmed in writing, to Firm’s representation as detailed in [ATTACHMENT A – Conflict Disclosure].

4.4 Compliance with Law

Firm warrants it is duly licensed and in good standing with the Pennsylvania Supreme Court.

4.5 Survival

The representations and warranties in Sections 4.1–4.4 survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Each Party shall maintain the confidentiality of Confidential Information consistent with Pa. R.P.C. 1.6. This covenant survives termination.

5.2 File Retention

Firm will retain the Matter file for [___] years after closure and may thereafter destroy it, absent contrary instructions from Client.

5.3 Publicity & Marketing

Firm shall not disclose Client’s identity in marketing materials without Client’s prior written consent, except as permitted by Pa. R.P.C. 7.2 & 7.4.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Client: (i) Failure to pay any invoice within [45] days; (ii) Material breach of Section 3.6.
(b) Firm: (i) Material violation of Pa. R.P.C.; (ii) Failure to perform services with reasonable diligence.

6.2 Notice & Cure

The non-defaulting Party shall give written notice specifying the default. The defaulting Party has [10] business days to cure monetary defaults and [30] calendar days for non-monetary defaults.

6.3 Graduated Remedies

(a) Suspension of Work.
(b) Withdrawal (Firm) or Termination (Client) under Section 9.2.
(c) Recovery of reasonable attorney fees and costs incurred in enforcing this Agreement.

7. RISK ALLOCATION

7.1 Indemnification (Professional Liability)

Firm shall indemnify and hold Client harmless from damages directly resulting from Firm’s willful misconduct or gross negligence, subject to Section 7.2.

7.2 Limitation of Liability (Malpractice Limits)

Except to the extent prohibited by Pa. R.P.C. 1.8(h), Firm’s aggregate liability to Client arising out of this Engagement shall not exceed the proceeds of Firm’s applicable professional liability insurance.
[// GUIDANCE: Prospective limitation of malpractice liability is impermissible unless Client is independently represented. Obtain separate written consent if you intend to include this clause.]

7.3 Insurance

Firm maintains professional liability insurance in the minimum amount of [$_____] per claim and shall provide proof upon request.

7.4 Force Majeure

Neither Party is liable for delay or failure to perform due to events beyond reasonable control, provided that such Party gives prompt notice and resumes performance promptly.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws and professional rules of the Commonwealth of Pennsylvania.

8.2 Forum Selection

Exclusive venue lies in the state courts of [COUNTY], Pennsylvania.

8.3 Arbitration (Optional)

[OPTION A – OMIT]
[OPTION B – INCLUDE] The Parties agree to submit any dispute arising out of this Agreement to binding arbitration administered by [AAA/JAMS/Other] in accordance with its commercial rules, and judgment on the award may be entered in any court of competent jurisdiction.
[// GUIDANCE: If you adopt arbitration, Pa. R.P.C. 1.4(c) requires explanation of its implications to Client.]

8.4 Jury Trial Waiver (Optional)

To the extent permitted by law, each Party waives its right to a trial by jury in any action relating to this Agreement.
[// GUIDANCE: Strike this clause if Client does not consent in writing.]

8.5 Limited Injunctive Relief

Nothing in this Section shall preclude either Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution on the merits.

9. GENERAL PROVISIONS

9.1 Amendments & 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.

9.2 Termination

(a) Client may terminate this Agreement at any time upon written notice.
(b) Firm may withdraw in accordance with Pa. R.P.C. 1.16, after giving reasonable notice and subject to court approval where required.
(c) Upon termination, Client is responsible for all fees and costs incurred to the date of termination and for assisting with substitution of counsel.

9.3 Assignment

Neither Party may assign or delegate its rights or obligations without prior written consent, except that Firm may assign to a successor entity in connection with a merger or reorganization.

9.4 Severability

If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

9.5 Integration

This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by electronic means (e.g., DocuSign, PDF) are binding.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Pennsylvania generally does not require notarization or witnesses for engagement letters, but add if desired or if the scope involves real estate or other matters requiring notarization.]

ATTACHMENT A

Conflict Disclosure & Waiver
[// GUIDANCE: Include only if applicable; set forth nature of conflict, risks, and advantages/disadvantages to Client in compliance with Pa. R.P.C. 1.7(b)(4).]

ATTACHMENT B

Alternative Fee Arrangement Terms
[If using contingent or hybrid fee structure, insert required disclosures per Pa. R.P.C. 1.5(c).]

[END OF DOCUMENT]