Engagement Letter - Legal Services

Engagement Letter for Legal Services

(Texas – State Bar Compliance)

TABLE OF CONTENTS

1. Document Header .............................................................. 2
2. Definitions ........................................................................ 3
3. Operative Provisions ....................................................... 4
4. Representations & Warranties ........................................ 8
5. Covenants & Restrictions ............................................... 9
6. Default & Remedies ....................................................... 10
7. Risk Allocation ............................................................... 11
8. Dispute Resolution ....................................................... 12
9. General Provisions ......................................................... 13
10. Execution Block .......................................................... 15

I. DOCUMENT HEADER

1.1 Letter Date: [EFFECTIVE DATE]

1.2 From: [LAW FIRM NAME], a [State of Organization] professional corporation (“Attorney”)
    Address: [FIRM ADDRESS]

1.3 To: [CLIENT NAME], a [Entity Type & Jurisdiction] (“Client”)
    Address: [CLIENT ADDRESS]

1.4 Recitals.
A. Client desires to engage Attorney to provide certain legal services in connection with the matter described below, and Attorney is willing to accept such engagement under the terms of this Agreement.
B. This Engagement Letter (“Agreement”) is intended to satisfy TDRPC Rule 1.04 fee-communication requirements and related State Bar of Texas guidelines.

II. DEFINITIONS

The following capitalized terms, when used in this Agreement, have the meanings set forth below:

“Affiliate” – Any entity that controls, is controlled by, or is under common control with a party.
“Arbitration Election” – The parties’ designation of whether disputes will be resolved by arbitration pursuant to Section 8.3.
“Matter” – The specific legal scope described in Section 3.1.
“Professional Liability Cap” – The limitation on Attorney’s malpractice liability stated in Section 7.2.
“Retainer Deposit” – An advance fee deposit described in Section 3.4.

III. OPERATIVE PROVISIONS

3.1 Scope of Representation.
(a) Attorney will represent Client in [brief description of Matter] (the “Matter”).
(b) Unless expressly stated, Attorney will not provide: (i) tax advice; (ii) securities filings; (iii) non-Texas law opinions; or (iv) business, investment, or accounting services.
(c) Any expansion of scope must be agreed in writing and may require an additional retainer.

3.2 Client Responsibilities.
Client will: (a) cooperate fully and timely; (b) provide complete and accurate information; and (c) remit payment as required.

3.3 Fee Arrangement.
(a) Billing Method: [Hourly / Flat / Contingent / Hybrid]
(b) Hourly Rates: [Attorney Name – $___/hr; Associate – $___/hr; Paralegal – $___/hr]
(c) Rate Adjustments: Attorney may adjust rates annually upon 30-days’ written notice.

3.4 Retainer Deposit.
(a) Amount: $[AMOUNT] to be placed in Attorney’s IOLTA trust account in accordance with TDRPC Rule 1.14.
(b) Application: Applied to invoices as rendered; replenishment required within 10 business days of notice when balance falls below $[Threshold].
(c) Refunds: Any unused portion will be refunded within 30 days after termination, subject to outstanding fees and costs.

3.5 Cost & Expense Advances.
Client is responsible for third-party costs (e.g., filing fees, expert witnesses). Attorney may require advance payment for significant expenses exceeding $[Amount].

3.6 Billing & Payment.
(a) Invoices issued [monthly] and due upon receipt.
(b) Interest of [___]% per month (or the maximum lawful rate, whichever is less) will accrue on amounts unpaid after 30 days.
(c) Client consents to electronic delivery of invoices.

3.7 Conflict Disclosure & Waiver.
Attorney has conducted a conflict check and discloses as follows: [describe any actual/potential conflict OR “none”].
If a potential conflict exists, Client hereby: [select “waives” / “does not waive”] the conflict as detailed in [Conflict Waiver Letter dated ___].

3.8 No Guarantee of Outcome.
Attorney makes no promises concerning the outcome of the Matter.

IV. REPRESENTATIONS & WARRANTIES

4.1 Attorney Representations.
(a) Attorney is duly licensed to practice law in Texas and in good standing.
(b) Attorney will perform services with reasonable care and diligence consistent with professional standards.

4.2 Client Representations.
(a) Client has authority to enter into this Agreement.
(b) Information provided by Client will be, to Client’s knowledge, accurate and complete.

4.3 Survival.
Representations in this Article IV survive termination for a period of [one (1) year].

V. COVENANTS & RESTRICTIONS

5.1 Information & Cooperation.
Client will promptly provide documents, witnesses, and access required for Attorney’s representation.

5.2 Public Statements.
Neither party will make public statements about the Matter without the other’s prior written consent, except as required by law or court order.

5.3 File Retention.
Attorney will retain the client file for [five (5) years] after final invoice, after which the file may be destroyed without further notice.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Failure to pay any invoice within 45 days.
(b) Failure to cooperate or respond to material requests within 10 business days.
(c) Material misrepresentation by Client.

6.2 Notice & Cure.
Attorney will provide written notice of default; Client has 10 business days to cure monetary default and 15 business days to cure non-monetary default (unless impracticable).

6.3 Remedies.
Upon uncured default, Attorney may:
(i) move to withdraw pursuant to Texas Rules of Civil Procedure and TDRPC;
(ii) apply retainer funds to outstanding balances;
(iii) pursue collection of unpaid fees (including reasonable attorney fees and costs).

VII. RISK ALLOCATION

7.1 Professional Liability (Malpractice).
Attorney maintains professional liability insurance meeting State Bar of Texas recommended minimums.

7.2 Limitation of Liability.
Subject to TDRPC Rule 1.08(g), Attorney’s aggregate liability to Client for professional negligence will not exceed [Professional Liability Cap: $____ OR “the limits of Attorney’s applicable malpractice insurance”], excluding damages caused by Attorney’s willful misconduct or gross negligence.

7.3 Indemnification.
Client will indemnify and hold Attorney harmless from third-party claims arising from Client-provided information or conduct, except to the extent caused by Attorney’s professional negligence or misconduct.

7.4 Force Majeure.
Neither party is liable for delay or failure to perform caused by events beyond their reasonable control (e.g., natural disasters, acts of God, governmental actions).

VIII. DISPUTE RESOLUTION

8.1 Governing Law.
This Agreement is governed by the laws of the State of Texas and the TDRPC, without regard to conflict-of-laws principles.

8.2 Forum Selection.
Unless Section 8.3 (Arbitration) is invoked, the state courts located in [County, Texas] have exclusive jurisdiction over any action arising out of or relating to this Agreement, and the parties submit to such courts.

8.3 Arbitration (Optional).
☐ Checked if elected. Any dispute shall be resolved by confidential, binding arbitration administered by the [American Arbitration Association] in [City, Texas] under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional if no arbitration).
☐ Checked if elected. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

8.5 Injunctive Relief.
Either party may seek temporary or preliminary injunctive relief in state court to preserve rights pending final resolution, without waiving arbitration (if elected).

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver.
No amendment or waiver is effective unless in writing signed by both parties. A waiver is effective only for the specific instance and purpose given.

9.2 Assignment.
Neither party may assign this Agreement without the other’s prior written consent, except Attorney may assign for succession purposes (e.g., merger) with notice to Client.

9.3 Severability.
If any provision is invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary.

9.4 Entire Agreement.
This Agreement, including any addenda and duly executed conflict waivers, is the complete agreement between the parties regarding the subject matter and supersedes all prior discussions.

9.5 Electronic Signatures & Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, and signatures transmitted electronically (e.g., PDF, DocuSign) are binding.

9.6 Notice.
All notices must be in writing and delivered to the addresses in Sections 1.2 or 1.3 (or as later modified) by (i) personal delivery, (ii) certified U.S. mail (return receipt requested), (iii) nationally recognized courier, or (iv) email with confirmation of receipt. Notice is effective upon the earliest of actual receipt or deemed receipt under applicable law.

X. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION BLOCK – DELETE IF NOT REQUIRED]
State of Texas §
County of [___] §

This instrument was acknowledged before me on __________ __, 20__, by ______________________________.

___________________________________
Notary Public, State of Texas

My Commission Expires: _____________