ENGAGEMENT LETTER FOR LEGAL SERVICES
(Tennessee – State Bar Compliant)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Representation
3.2 Term & Termination
3.3 Fees, Retainer & Billing
3.4 Client Responsibilities - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
7.1 Indemnification (Professional Liability)
7.2 Limitation of Liability (Malpractice Limits)
7.3 Insurance
7.4 Force Majeure - Dispute Resolution
8.1 Governing Law
8.2 Forum Selection
8.3 Optional Arbitration
8.4 Optional Jury Waiver
8.5 Limited Injunctive Relief - General Provisions
- Execution Block
1. DOCUMENT HEADER
This Engagement Letter (the “Agreement”) is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LAW FIRM NAME], a Tennessee professional limited liability company/ corporation with its principal office at [FIRM ADDRESS] (“Firm”), and [CLIENT NAME], [form of entity / individual], with its principal address at [CLIENT ADDRESS] (“Client”).
Recitals
A. Firm is duly licensed to practice law in the State of Tennessee and is willing to provide legal services to Client in accordance with the Tennessee Rules of Professional Conduct (“TRPC”) (Tenn. Sup. Ct. R. 8).
B. Client desires to engage Firm, and Firm desires to accept such engagement, all on the terms and subject to the conditions set forth herein.
2. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below:
“Advance Deposit” – The refundable amount deposited by Client pursuant to Section 3.3.
“Confidential Information” – All non-public information provided by either Party in connection with the Representation, including attorney–client privileged information.
“Matter” – The specific legal engagement(s) identified in Section 3.1.
“Parties” – Collectively, Firm and Client; each, a “Party.”
“Professional Rules” – The Tennessee Rules of Professional Conduct, including but not limited to TRPC 1.5 (Fees), 1.7 (Conflict of Interest), and 1.8(h) (Limiting Malpractice Liability).
[// GUIDANCE: Add additional defined terms if the engagement involves specialized regulatory work, complex litigation, or multi-state matters.]
3. OPERATIVE PROVISIONS
3.1 Scope of Representation
(a) Firm will represent Client in the following Matter(s): [Insert concise description—e.g., “defense of employment discrimination claim pending in the U.S. District Court for the Middle District of Tennessee, Case No. __”] (the “Representation”).
(b) Services outside the Scope require a separate written agreement or an amendment hereto.
(c) No tax, securities, or other specialized advice is included unless expressly stated.
3.2 Term & Termination
(a) Term commences on the Effective Date and continues until completion of the Representation or earlier termination under subsection (b).
(b) Either Party may terminate upon written notice. Firm may withdraw consistent with TRPC 1.16.
(c) Upon termination, Client remains responsible for all fees and costs incurred through the effective date of termination.
3.3 Fees, Retainer & Billing
(a) Fee Arrangement
(1) Hourly Rates: [Insert rate schedule by timekeeper] (subject to periodic adjustment upon 30 days’ notice).
(2) Alternative Billing: [Flat/contingency/hybrid—insert if applicable].
(b) Advance Deposit / Retainer
(1) Client shall remit an Advance Deposit of $[AMOUNT] within five (5) business days of execution.
(2) The Advance Deposit will be placed in Firm’s IOLTA trust account in accordance with TRPC 1.15.
(3) Amounts will be transferred to Firm’s operating account only as fees are earned or costs incurred.
(c) Invoices & Payment
(1) Firm will issue itemized monthly invoices; payment is due within thirty (30) calendar days.
(2) Overdue balances are subject to a finance charge of [1.0–1.5]% per month.
(d) Expense Reimbursement – Client shall reimburse all reasonable and necessary out-of-pocket expenses.
(e) Fee Dispute Procedure – Client may invoke the Tennessee State Bar fee dispute program.
[// GUIDANCE: TRPC 1.5 requires written communication of the basis or rate of fees; ensure all optional fee structures are clearly disclosed.]
3.4 Client Responsibilities
Client shall:
(a) Provide truthful, complete information;
(b) Cooperate reasonably with Firm;
(c) Appear at proceedings as requested;
(d) Remit fees/expenses timely.
4. REPRESENTATIONS & WARRANTIES
4.1 Firm represents that:
(a) It is duly licensed and in good standing in Tennessee;
(b) It maintains professional liability insurance meeting or exceeding the minimum limits of $[LIMIT] per claim;
(c) It will perform services diligently and in accordance with applicable Professional Rules.
4.2 Client represents that:
(a) Client has full authority to retain Firm;
(b) No undisclosed party is funding or directing the Representation;
(c) Information supplied to Firm will be materially accurate and complete.
4.3 Survival – The representations in this Section survive termination of the Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Conflict Disclosure & Waiver
(a) Firm has conducted a conflict check pursuant to TRPC 1.7 and discloses the following potential conflicts: [DISCLOSE OR “None.”]
(b) Client [waives/does not waive] such potential conflict.
5.2 Confidentiality – Each Party agrees to preserve Confidential Information.
5.3 Non-Assignment – Neither Party may assign this Agreement without the other’s prior written consent, except that Firm may assign to a successor entity resulting from merger or reorganization.
6. DEFAULT & REMEDIES
6.1 Default Events
(a) Client’s failure to pay any undisputed amount within thirty (30) days;
(b) Material breach of Section 3.4;
(c) Firm’s material violation of Professional Rules.
6.2 Notice & Cure – Non-defaulting Party shall give written notice; defaulting Party has ten (10) business days to cure monetary defaults and fifteen (15) business days to cure non-monetary defaults.
6.3 Remedies
(a) Firm may suspend work, withdraw, and pursue collection (including reasonable attorney fees) if Client defaults.
(b) Client may terminate and seek appropriate legal or equitable relief if Firm defaults.
7. RISK ALLOCATION
7.1 Indemnification (Professional Liability)
(a) Firm shall indemnify and hold harmless Client from damages directly caused by Firm’s proven professional negligence, subject to Section 7.2.
(b) Client shall indemnify Firm against third-party claims arising from Client-supplied false information or illegal conduct.
7.2 Limitation of Liability (Malpractice Limits)
(a) Except for willful misconduct or gross negligence, Firm’s aggregate liability shall not exceed [INSERT CAP, e.g., “the limits of Firm’s professional liability insurance”], provided that any prospective limitation of malpractice liability is valid only if Client is independently represented in making this Agreement, as required by TRPC 1.8(h).
[// GUIDANCE: Obtain separate written confirmation of independent advice if invoking this clause.]
7.3 Insurance
Firm shall maintain professional liability coverage of not less than $[LIMIT] per claim throughout the Term and for three (3) years thereafter.
7.4 Force Majeure
Neither Party shall be liable for delay or failure due to events beyond its reasonable control, excluding payment obligations.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and any dispute hereunder shall be governed by the laws and Professional Rules of the State of Tennessee, without regard to conflict-of-law principles.
8.2 Forum Selection
Subject to Section 8.3, the Parties consent to exclusive jurisdiction of the state courts located in [COUNTY], Tennessee.
8.3 Optional Arbitration
[SELECT ONE:]
☐ (a) The Parties agree that any fee dispute or claim arising out of this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
☐ (b) The Parties do not agree to arbitration.
[// GUIDANCE: TRPC 1.5(f) permits fee arbitration; ensure client’s informed consent in writing.]
8.4 Optional Jury Waiver
[SELECT ONE:]
☐ The Parties knowingly and voluntarily waive their right to a trial by jury in any action arising out of this Agreement.
☐ No jury waiver.
8.5 Limited Injunctive Relief
Nothing in Sections 8.2–8.4 precludes either Party from seeking provisional or injunctive relief solely to protect Confidential Information or attorney–client privilege pending final resolution on the merits.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver – Must be in writing signed by both Parties; waiver of one breach is not waiver of another.
9.2 Severability – Invalid provisions will be reformed to the minimum extent necessary to be enforceable; remainder remains in effect.
9.3 Entire Agreement – This document constitutes the complete agreement, superseding all prior discussions.
9.4 Counterparts – May be executed in any number of counterparts (including electronic signatures per the Tennessee Uniform Electronic Transactions Act).
9.5 Successors & Assigns – Binding upon and inure to the benefit of permitted successors and assigns.
9.6 Notices – Must be in writing and delivered by hand, certified mail, or nationally recognized courier to the addresses in the header (or as later designated).
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Engagement Letter effective as of the date first written above.
| For the Firm | For the Client |
|---|---|
| [LAW FIRM NAME] | [CLIENT NAME] |
| By: ________ | By: ________ |
| Name: [PRINT] | Name: [PRINT] |
| Title: [PRINT] | Title: [PRINT] |
| Date: ______ | Date: ______ |
[Optional Notary Block – include if required by client’s internal policies.]
[// GUIDANCE:
1. Retain a fully executed copy in the client file per TRPC 1.5 and 1.15.
2. If limiting malpractice liability, attach separate Independent Counsel Acknowledgment.
3. Re-run conflicts checks for any new Matter and amend Section 3.1 accordingly.
4. Customize Section 3.3 with specific rates and replenish thresholds.
5. Consider adding data-security measures if handling sensitive electronic information.]