ENGAGEMENT LETTER FOR LEGAL SERVICES
(Utah – State Bar Compliant)
[// GUIDANCE: This template is drafted for use by Utah-licensed attorneys. Customize all bracketed fields, revise optional provisions, and review for consistency with the specific facts of each engagement before sending to a client.]
DOCUMENT HEADER
Effective Date: [DATE]
Attorney: [FIRM NAME], a Utah [professional corporation/limited liability company] with its principal office at [ADDRESS] (“Firm”).
Client: [CLIENT NAME], [entity type & jurisdiction / individual] with its principal place of business or residence at [ADDRESS] (“Client”).
Recitals
A. Client desires to retain Firm to provide certain legal services.
B. Firm is willing to provide such services under the terms of this Engagement Letter (this “Agreement”).
C. Adequate consideration exists, including Client’s promise to pay Fees (defined below) and Firm’s agreement to render legal services.
Accordingly, the parties agree as follows:
TABLE OF CONTENTS
- Definitions
- Scope of Representation
- Fees, Retainer, and Billing Practices
- Conflict of Interest Disclosure & Waiver
- Client Responsibilities
- Firm Responsibilities
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DEFINITIONS
For ease of reference, the following terms have the meanings set forth below and apply throughout this Agreement in both singular and plural forms:
“Advanced Costs” – Court filing fees, expert fees, messenger expenses, travel costs, and other out-of-pocket expenditures incurred on Client’s behalf.
“Engagement Matter” – The specific legal matter(s) described in Section 2.1.
“Fee Schedule” – The hourly rates or alternative fee arrangements stated in Section 3.1, as adjusted under Section 3.4.
“Retainer” – The advance deposit required under Section 3.2.
“Rules” – The Utah Rules of Professional Conduct and all related Utah Supreme Court orders governing attorneys.
[// GUIDANCE: Add or delete defined terms to fit the particular engagement.]
2. SCOPE OF REPRESENTATION (Operative Provisions)
2.1 Engagement Matter. Firm will represent Client exclusively in connection with: [DESCRIBE MATTER: e.g., “defense of the lawsuit styled X v. Y in the Third Judicial District Court, Salt Lake County, Case No. ____”]. Any additional matters require a separate engagement agreement.
2.2 No Guaranteed Outcome. Although Firm will strive to achieve Client’s objectives, Client acknowledges that the outcome is uncertain and no result is guaranteed.
2.3 Exclusions. Unless expressly agreed in writing, representation does not include (i) tax advice, (ii) insurance coverage analysis, (iii) business valuation, (iv) patent prosecution, or (v) appeals after final judgment.
3. FEES, RETAINER, AND BILLING PRACTICES
(Retainer Requirements & Fee Disclosure – Utah R. Prof’l Conduct 1.5)
3.1 Fee Schedule. Services will be billed to Client at the following hourly rates:
• Partner: $[RATE]/hr
• Associate: $[RATE]/hr
• Paralegal: $[RATE]/hr
[ALTERNATIVE: Contingent or flat-fee language.]
3.2 Retainer Deposit. Client shall remit a Retainer of $[AMOUNT] within five (5) business days after the Effective Date. The Retainer will be held in Firm’s IOLTA trust account in accordance with Rule 1.15 until earned and applied to outstanding invoices. Any unapplied balance will be refunded promptly upon termination of this Agreement.
3.3 Billing Cycle; Payment Terms. Firm will issue itemized invoices monthly, due within thirty (30) days of the invoice date. Balances unpaid after forty-five (45) days will accrue interest at [_]% per annum or the maximum lawful rate, whichever is lower.
3.4 Rate Adjustments. Firm may adjust its standard hourly rates annually on thirty (30) days’ written notice; Client may terminate under Section 11 prior to the effective date of any increase.
3.5 Advanced Costs. Client authorizes Firm to advance reasonable costs and agrees to reimburse such costs promptly. Amounts exceeding $[THRESHOLD] will require Client’s prior approval unless an emergency exists.
3.6 Fee Dispute Program. Client may elect mandatory Fee Dispute Arbitration through the Utah State Bar, as provided under Rule 14-506, within thirty (30) days after receiving any disputed invoice.
4. CONFLICT OF INTEREST DISCLOSURE & WAIVER
4.1 Disclosure. Firm has performed a conflict check based on information provided by Client. No disqualifying conflict is presently known. Client agrees to supplement conflict information promptly.
4.2 Potential Future Conflicts. Client acknowledges that Firm represents multiple clients and may in the future represent other clients whose interests are adverse to Client, provided such representation (i) is not substantially related to the Engagement Matter and (ii) complies with the Rules.
4.3 Advance Waiver (Optional). [☐ Include / ☐ Omit] Client hereby grants an advance waiver, subject to the limitations of Rule 1.7(b), for Firm to represent other clients in unrelated matters adverse to Client, so long as Firm maintains confidentiality and loyalty.
[// GUIDANCE: If the waiver is included, obtain separate written informed consent or remove this clause.]
5. CLIENT RESPONSIBILITIES
(a) Provide complete and truthful information.
(b) Timely respond to Firm inquiries and requests.
(c) Pay all Fees and Advanced Costs when due.
(d) Preserve evidence and comply with litigation holds, if applicable.
Failure to perform any responsibility constitutes an Event of Default under Section 9.1.
6. FIRM RESPONSIBILITIES
(a) Provide competent and diligent representation consistent with the Rules.
(b) Keep Client reasonably informed about material developments.
(c) Maintain confidential information as required by Rule 1.6.
(d) Return Client property upon termination, subject to Section 11.4.
7. REPRESENTATIONS & WARRANTIES
7.1 Mutual Representations. Each party represents that it has full authority to enter into this Agreement and that the individual executing Section 13 on its behalf is duly authorized.
7.2 Firm Warranties. Firm warrants that its attorneys are duly licensed in Utah and carry professional liability insurance in an amount not less than $[LIMIT] per claim. Firm disclaims all other warranties, express or implied, to the maximum extent permitted by law.
7.3 Survival. The representations and warranties in this Section 7 survive termination of this Agreement.
8. COVENANTS & RESTRICTIONS
8.1 Non-Assignment by Firm. Except for the use of contract lawyers or paraprofessionals under Firm supervision, Firm shall not assign its duties without Client’s written consent.
8.2 Non-Assignment by Client. Client shall not transfer or assign any right or claim arising under this Agreement without Firm’s prior written consent.
8.3 Notice & Cure. A party alleging breach must give written notice describing the breach in reasonable detail and allow ten (10) days to cure before taking further action, except as to non-payment of Fees, which may be cured within five (5) days.
9. DEFAULT & REMEDIES
9.1 Events of Default.
(a) Client fails to pay any invoice within sixty (60) days of issuance;
(b) Either party materially breaches Sections 2, 4, 5, 6, or 8;
(c) Either party becomes insolvent or files for bankruptcy.
9.2 Firm Remedies. Upon Client default, Firm may (i) suspend work, (ii) withdraw from representation subject to court approval, and/or (iii) pursue collection, including reasonable attorneys’ fees.
9.3 Client Remedies. Upon Firm default, Client may terminate under Section 11 and seek reimbursement of unearned Fees and documented damages, subject to the limitations in Section 10.2.
10. RISK ALLOCATION
10.1 Indemnification. Client shall indemnify and hold harmless Firm and its personnel from any third-party claims arising from Client’s conduct or materials supplied by Client, excluding claims resulting from Firm’s professional negligence or willful misconduct (“Professional Liability Claims”).
10.2 Limitation of Liability. Except for Professional Liability Claims and intentional misconduct, Firm’s aggregate liability to Client for damages shall not exceed the lesser of (i) the total Fees actually paid under this Agreement or (ii) $[CAP AMOUNT], provided that Client is advised to seek independent counsel regarding this limitation and acknowledges that Rules 1.8(h)(1) requires such independent advice.
[// GUIDANCE: Utah Rule 1.8(h) prohibits limiting malpractice liability without independent counsel. Ensure a separate signed acknowledgment if you retain this clause.]
10.3 No Consequential Damages. Neither party is liable for indirect, consequential, or punitive damages.
10.4 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, including acts of God, pandemic, or governmental orders, provided the affected party gives prompt notice.
11. DISPUTE RESOLUTION
11.1 Governing Law. This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law rules.
11.2 Forum Selection. State courts located in Salt Lake County, Utah have exclusive jurisdiction over any litigation arising from this Agreement, subject to Section 11.3.
11.3 Arbitration (Optional). [☐ Include / ☐ Omit] Except for (i) Fee Disputes resolved under Section 3.6 and (ii) requests for temporary injunctive relief, any dispute shall be resolved by confidential, binding arbitration administered by [AAA/JAMS] in Salt Lake City under its Commercial Rules. Judgment on the award may be entered in any Utah court.
11.4 Jury Trial Waiver (Optional). [☐ Include / ☐ Omit] The parties knowingly and voluntarily waive any right to a jury trial in any action relating to this Agreement.
11.5 Injunctive Relief. A party may seek provisional or injunctive relief only to protect attorney-client privilege, confidentiality, or to prevent irreparable harm pending final resolution of the dispute.
12. GENERAL PROVISIONS
12.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.
12.2 Severability. If any provision is held invalid, the remaining provisions remain enforceable, and the invalid provision will be reformed to the minimum extent necessary to achieve its original intent.
12.3 Integration. This Agreement constitutes the entire agreement between the parties regarding the Engagement Matter and supersedes all prior oral or written communications.
12.4 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, including via electronic signature (e.g., DocuSign), each of which is deemed an original and together constitute one instrument.
12.5 Headings. Section headings are for convenience only and do not affect interpretation.
12.6 Notices. All notices must be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by email with confirmation of receipt, to the addresses first listed above (or as later changed by notice).
13. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
| CLIENT | FIRM |
|---|---|
| [CLIENT NAME] | [FIRM NAME] |
| By: _________ | By: _________ |
| Name: _______ | Name: _______ |
| Title: _______ | Title: _______ |
| Date: ________ | Date: ________ |
CLIENT ACKNOWLEDGMENT OF MALPRACTICE LIABILITY LIMITATION
(Required only if Section 10.2 is included)
I, [CLIENT NAME], confirm that I have been advised in writing to seek, and have had the opportunity to obtain, independent legal counsel regarding Section 10.2 (Limitation of Liability). I voluntarily agree to that provision.
Signature: ____ Date: __
[// GUIDANCE: Maintain this signed acknowledgment in Firm’s permanent file.]
End of Document