ENGAGEMENT LETTER FOR LEGAL SERVICES

[FIRM LEGAL LETTERHEAD]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

Engagement Letter (the “Agreement”)

This Agreement is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [FULL LEGAL NAME OF LAW FIRM], a [STATE] professional corporation/limited liability partnership with its principal office located at [ADDRESS] (“Firm”), and [FULL LEGAL NAME OF CLIENT], a [corporation/LLC/individual] with its principal address at [ADDRESS] (“Client”).

Recitals
A. Client seeks legal representation in connection with [BRIEF DESCRIPTION OF MATTER] (the “Matter”).
B. Firm is willing to provide such representation under the terms and conditions set forth herein.
C. The parties desire to set forth their respective rights and obligations with respect to the Matter, consistent with the South Carolina Rules of Professional Conduct (“SCRPC”) and all applicable law.

NOW, THEREFORE, in consideration of the mutual promises 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 Agreement, capitalized terms shall have the meanings set forth below. Any term not defined herein shall have its ordinary legal meaning.

1. “Advance Fee Deposit” means the sum described in Section 3.2, to be held in Firm’s trust account in accordance with SCRPC Rule 1.15.
2. “Confidential Information” has the meaning set forth in Section 5.2.
3. “Engagement” means the legal representation of Client by Firm as described in Section 3.1.
4. “Hourly Rates” means the rates identified in Section 3.3, subject to adjustment as provided therein.
5. “Matter” has the meaning provided in Recital A.
6. “Professional Services” or “Services” means the legal services to be rendered by Firm under this Agreement.
7. “Retainer” collectively refers to any non-refundable retainer (if elected) and/or the Advance Fee Deposit.

[// GUIDANCE: Add, delete, or modify defined terms to fit the particular engagement.]

III. OPERATIVE PROVISIONS

3.1 Scope of Engagement

(a) Firm agrees to provide Professional Services necessary or incidental to the representation of Client in the Matter.
(b) Any services not expressly included in the Scope of Engagement require a separate written agreement or an amendment in accordance with Section 9.1.
(c) Firm makes no promise or guarantee regarding the outcome of the Matter.

3.2 Retainer & Advance Fee Deposit

(a) Client shall, upon execution of this Agreement, remit an Advance Fee Deposit of $[AMOUNT], to be placed in Firm’s trust account.
(b) Funds will be transferred from the trust account to Firm’s operating account only as fees are earned or expenses incurred, consistent with SCRPC Rule 1.15.
(c) Any unused portion of the Advance Fee Deposit will be refunded to Client promptly upon termination of the Engagement.

3.3 Fees, Expenses, and Billing

(a) Fees will be calculated primarily on Hourly Rates:
 • Partner/Member: $[RATE] per hour
 • Associate: $[RATE] per hour
 • Paralegal/Law Clerk: $[RATE] per hour
 [// GUIDANCE: Insert alternative fee structures (flat fee, contingency, blended) if applicable. Ensure compliance with SCRPC Rule 1.5.]
(b) Client is responsible for all reasonable out-of-pocket expenses (e.g., filing fees, expert witness fees, travel) which may be advanced by Firm and billed at cost plus [PERCENTAGE OR $ AMOUNT] administrative charge, if any.
(c) Invoices will be issued [MONTHLY/BI-WEEKLY] and are due [30] days from date of invoice. Amounts not paid when due will accrue interest at the lower of [1.0]% per month or the maximum rate permitted by law.

3.4 Conditions Precedent

Firm’s obligations are conditioned on (i) receipt of the Retainer, (ii) completion of a conflicts check under Section 4.2, and (iii) Client’s execution of this Agreement.

IV. REPRESENTATIONS & WARRANTIES

4.1 Firm Representations

(a) Firm and all attorneys assigned to the Engagement are duly licensed and in good standing in all applicable jurisdictions, including South Carolina.
(b) Firm carries professional liability insurance in an amount not less than $[LIMIT] per claim.

4.2 Conflicts of Interest

(a) Firm has performed a reasonable conflicts check in accordance with SCRPC Rule 1.7 and is unaware of any conflict prohibiting the representation.
(b) Client acknowledges and waives any waivable conflicts disclosed in [DISCLOSURE SCHEDULE/ EXHIBIT A].
[// GUIDANCE: If a conflict waiver is necessary, attach a separate written waiver compliant with SCRPC Rule 1.7(b).]

4.3 Client Representations

(a) Client has full authority to retain Firm for the Matter and to enter into this Agreement.
(b) Any information provided by Client to Firm is, to the best of Client’s knowledge, accurate and complete.

4.4 Survival

The representations and warranties in this Section IV shall survive termination of the Engagement.

V. COVENANTS & RESTRICTIONS

5.1 Client Covenants

(a) Client shall cooperate fully with Firm, provide timely instructions, disclose material facts, and make witnesses and documents available as requested.
(b) Client shall immediately inform Firm of any change in contact information or circumstances affecting the Matter.

5.2 Confidentiality

Firm shall maintain the confidentiality of all information relating to the representation as required by SCRPC Rule 1.6, except as expressly authorized by Client or as otherwise permitted or required by law.

5.3 Communications

Firm will keep Client reasonably informed about the status of the Matter in compliance with SCRPC Rule 1.4 and will consult with Client on strategy and significant decisions.

VI. DEFAULT & REMEDIES

6.1 Client Default

(a) Failure to pay any invoice within [30] days after the due date constitutes a default.
(b) Upon default, Firm may (i) cease further work after reasonable notice, (ii) withdraw in accordance with applicable court rules, and/or (iii) apply any remaining Retainer to outstanding balances.

6.2 Firm Default

If Firm materially breaches this Agreement and fails to cure within [10] business days of written notice from Client, Client may terminate the Engagement and seek appropriate remedies under law.

6.3 Attorneys’ Fees

The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification

Firm shall indemnify and hold harmless Client from and against any final judgments, settlements, or costs arising out of Firm’s willful misconduct or proven professional negligence in connection with the Services, up to the limits stated in Section 4.1(b).

7.2 Limitation of Liability

Except for liability resulting from Firm’s gross negligence, willful misconduct, or violation of the SCRPC, Firm’s aggregate liability to Client shall not exceed the lesser of (i) the amount of professional liability insurance available to satisfy the claim, or (ii) $[CAP].
[// GUIDANCE: Under SCRPC Rule 1.8(h), any limitation of liability must be reasonable and Client may need independent counsel. Include separate acknowledgment if used.]

7.3 Force Majeure

Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, war, terrorism, or governmental action, provided the affected party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, including the South Carolina Rules of Professional Conduct (S.C. App. Ct. R. 407).

8.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY], South Carolina. Each party irrevocably submits to the personal jurisdiction of such courts.

8.3 Arbitration (Optional)

[OPTIONAL—DELETE IF NOT ELECTED] The parties agree to submit any dispute not resolved informally within thirty (30) days to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[OPTIONAL—DELETE IF NOT ELECTED] EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief

Nothing in this Section VIII shall limit a party’s right to seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

9.2 Assignment

Client may not assign or transfer its rights or obligations under this Agreement without Firm’s prior written consent. Firm may not assign its obligations without Client’s written consent, except in connection with a merger or firm reorganization that does not materially affect service quality.

9.3 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be construed to the maximum extent permitted to effect the parties’ intent.

9.4 Integration

This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior oral or written communications.

9.5 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which shall be deemed an original, and all of which together constitute one instrument.

9.6 Notices

All notices shall be in writing and deemed given when delivered (i) by hand with signed receipt; (ii) by nationally recognized overnight courier with signature required; or (iii) by certified U.S. mail, return receipt requested, to the addresses set forth in the Document Header (or as later designated).

9.7 Successors and Assigns

This Agreement binds and benefits the parties and their respective successors and permitted assigns.

X. EXECUTION BLOCK

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

[// GUIDANCE:
1. Attach any required conflict waivers, alternative fee agreements, or disclosure schedules.
2. Ensure client receives and signs duplicate original (or electronic equivalent) for Firm records.
3. Confirm compliance with South Carolina’s mandatory disclosures on non-refundable retainers, if used.
4. File retention policy (Section 10—optional) may be appended if Firm policy requires.]