ENGAGEMENT LETTER FOR LEGAL SERVICES

(Virginia – Compliant with Virginia Rules of Professional Conduct)

[DATE]

[CLIENT NAME]
[CLIENT ADDRESS]
[CLIENT EMAIL]

Re: Engagement of [LAW FIRM NAME] (the “Firm”) for Legal Representation in [DESCRIPTION OF MATTER]

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

This Engagement Letter (this “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [LAW FIRM NAME], a [Virginia] professional limited liability company with offices at [ADDRESS] (the “Firm”); and
• [CLIENT NAME], [individual / entity type] with principal address at [ADDRESS] (the “Client”).

WHEREAS, the Client desires to retain the Firm to provide certain legal services, and the Firm is willing to provide such services under the terms and conditions set forth herein;

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

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms may be used in the singular or plural and shall apply equally to the masculine, feminine, or neuter forms, as the context requires.

“Adequate Advance” means the sum set forth in Section 3.3, deposited by Client into the Firm’s IOLTA trust account as an advance legal fee.
“Applicable Rules” means the Virginia Rules of Professional Conduct, including, without limitation, Rules 1.4, 1.5, 1.6, 1.7, 1.15, and 1.16, as amended from time to time.
“Billable Rates” has the meaning provided in Section 3.2.
“Client Materials” means all documents, communications, and data furnished by Client to the Firm in connection with the Matter.
“Engagement” means the limited scope of representation described in Section 3.1.
“Expenses” means out-of-pocket costs incurred by the Firm on Client’s behalf, including but not limited to filing fees, court reporter fees, travel, and third-party vendor charges.
“Matter” means [brief description of matter or case number].
“Professional Liability Limits” has the meaning provided in Section 7.3.

3. OPERATIVE PROVISIONS

3.1 Scope of Engagement

The Firm agrees to represent the Client solely in connection with the Matter. Services outside this scope will require a separate written agreement. [// GUIDANCE: Insert detailed description of the services anticipated, e.g., “pre-litigation negotiations, drafting demand letter, and potential filing of a civil complaint.”]

3.2 Fees and Billing

(a) Hourly Rates. The Firm will charge for legal services on an hourly basis at the following Billable Rates:
 • Partners: $[RATE]/hour
 • Associates: $[RATE]/hour
 • Paralegals/Law Clerks: $[RATE]/hour
(b) Annual Adjustments. The Firm may adjust Billable Rates annually upon thirty (30) days’ prior written notice.
(c) Billing Cycle. The Firm will issue itemized invoices monthly, due within thirty (30) days of receipt. Late payments are subject to finance charges of [1.0]% per month (12% per annum).

3.3 Retainer / Adequate Advance

(a) Initial Deposit. Client shall deposit an Adequate Advance of $[AMOUNT] with the Firm upon execution of this Agreement. The Firm will hold the Advance in its IOLTA trust account, in compliance with Va. Rules of Prof’l Conduct r. 1.15.
(b) Replenishment. Should the trust balance fall below $[THRESHOLD], Client shall, within seven (7) days of notice, replenish the balance to $[AMOUNT].
(c) Application. The Firm may apply funds from the Advance to fees and Expenses only after transmitting an invoice. Any unapplied balance will be refunded within forty-five (45) days after termination of the Engagement.

3.4 Costs and Expenses

Client is responsible for all Expenses reasonably incurred. The Firm may require advance payment for significant Expenses in excess of $[THRESHOLD].

3.5 Client Responsibilities

Client shall: (i) timely provide complete and accurate information; (ii) cooperate with the Firm’s instructions; and (iii) keep the Firm informed of current contact information.

3.6 Communication Preferences

The Firm may communicate with Client via unencrypted email unless Client instructs otherwise in writing. Client acknowledges the inherent risks of such communication.

3.7 Third-Party Professionals

Upon Client’s consent, the Firm may retain investigators, experts, or consultants. Such third parties will be engaged on Client’s behalf, and Client will be responsible for their fees.

4. REPRESENTATIONS & WARRANTIES

4.1 Firm Representations
(a) The Firm and all attorneys assigned to the Matter are duly licensed to practice law in the Commonwealth of Virginia and in good standing.
(b) The Firm will perform legal services in accordance with generally accepted professional standards and the Applicable Rules.

4.2 Client Representations
(a) Client has full authority to enter into and perform this Agreement.
(b) Client’s objectives in the Matter are lawful and not undertaken for any improper purpose.

4.3 Survival
The representations and warranties in this Section 4 shall survive termination of this Agreement for a period of one (1) year.

5. COVENANTS & RESTRICTIONS

5.1 Client Cooperation
Client shall promptly: (i) respond to Firm inquiries; (ii) appear for proceedings as reasonably requested; and (iii) review and approve filings prior to submission.

5.2 Conflicts of Interest
The Firm has conducted a conflicts check and is unaware of any conflict under Va. Rules of Prof’l Conduct r. 1.7. If a potential conflict later arises, the Firm will promptly disclose the same and, where permissible, seek an informed written consent and waiver from all affected parties. [// GUIDANCE: If advance waiver is contemplated, insert waiver language here.]

5.3 Confidentiality
The Firm will preserve Client confidences as required by Va. Rules of Prof’l Conduct r. 1.6, subject to exceptions therein.

5.4 File Retention
Upon conclusion of the Matter, the Firm will retain the Client’s file for [YEARS] years and may thereafter destroy it in accordance with Firm policy, absent contrary written instruction.

6. DEFAULT & REMEDIES

6.1 Events of Default
(a) Non-Payment. Failure to pay any undisputed invoice within thirty (30) days.
(b) Material Breach. Material violation of Section 5.1 or other obligations herein.

6.2 Notice and Cure
The Firm shall provide written notice describing the default. Client shall have ten (10) days to cure non-payment and fifteen (15) days to cure any other default.

6.3 Remedies
If Client fails to timely cure, the Firm may:
(i) cease further work;
(ii) withdraw from representation pursuant to Va. Rules of Prof’l Conduct r. 1.16; and
(iii) pursue collection of unpaid amounts, including reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Professional Liability
The Firm maintains professional liability insurance in at least the minimum amounts recommended by the Virginia State Bar. Upon written request, the Firm will provide proof of coverage.

7.2 Indemnification
Nothing in this Agreement requires Client to indemnify the Firm for the Firm’s own professional negligence. The Firm shall be responsible for losses caused by its violations of the Applicable Rules or malpractice.

7.3 Limitation of Liability
Except to the extent prohibited by Rule 1.8(h)(1), the Firm’s aggregate liability to Client for any and all claims arising out of the Engagement shall not exceed the lesser of:
(a) the amount of applicable insurance proceeds actually received by the Firm, or
(b) $[CAP AMOUNT] (the “Professional Liability Limits”).
This limitation shall not apply to damages arising from the Firm’s gross negligence, willful misconduct, or violations of the Applicable Rules.

7.4 No Consequential Damages
In no event shall either party be liable to the other for lost profits or consequential, special, or punitive damages, except where such damages are awarded by a court as part of the measure of damages arising from malpractice.

7.5 Force Majeure
Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, or governmental action, provided the affected party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement and any dispute arising hereunder shall be governed by the laws and professional conduct rules of the Commonwealth of Virginia, without regard to conflict-of-laws principles.

8.2 Forum Selection
Subject to Section 8.3, the parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Virginia for any action arising out of this Agreement.

8.3 Arbitration (Optional)
[OPTION 1 – DELETE IF NOT USED]
Any dispute not resolved informally within thirty (30) days shall be submitted 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.
[// GUIDANCE: Remove or retain this clause depending on Firm preference and fee agreement requirements under Va. Rules of Prof’l Conduct r. 1.5(c).]

8.4 Jury Trial Waiver (Optional)
TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.
[// GUIDANCE: Strike if undesired.]

8.5 Limited Injunctive Relief
Nothing in this Section 8 shall restrict either party from seeking temporary or preliminary injunctive relief in state court to protect attorney-client privilege, confidential information, or trust account funds.

8.6 Mediation Provision
Prior to arbitration or litigation, the parties shall in good faith consider voluntary mediation through the Virginia State Bar Fee Dispute Resolution Program.

9. GENERAL PROVISIONS

9.1 Amendments
Any amendment or waiver of this Agreement must be in writing and signed by both parties.

9.2 Assignment
Neither party may assign its rights or delegate its duties without the prior written consent of the other, except that the Firm may assign billing and collection rights to an affiliated entity.

9.3 Severability
If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be interpreted to achieve its original intent to the maximum extent permitted by law.

9.4 Entire Agreement
This Agreement constitutes the entire understanding of 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, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures.

9.6 Notices
All notices shall be in writing and delivered by (i) certified U.S. mail (return-receipt requested), (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth above.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

FIRM:
[LAW FIRM NAME]
By: ____
Name: ____
Title: _____
Date: _________

CLIENT:
[CLIENT NAME]
By: ____
Name/Title: ___
Date: _____

[// GUIDANCE: If Client is an entity, include certification of authority to sign. Consider adding notary acknowledgment if desired for evidentiary purposes.]

ACKNOWLEDGMENT OF POTENTIAL CONFLICTS (If Applicable)

I hereby acknowledge that I have received a written explanation of the nature of potential conflicts identified by the Firm, the possible adverse consequences, and my right to seek independent counsel. I consent to the Firm’s representation under the terms described.

Client Initials: ___ Date: _____

OPTIONAL LIMITED SCOPE ADDENDUM (If Representation Is Limited)

[Insert additional terms if representation is limited under Va. Rules of Prof’l Conduct r. 1.2(c).]

Please review this Engagement Letter carefully. If the terms meet with your approval, kindly sign and return a copy, along with the Adequate Advance indicated above. We look forward to working with you.

© [YEAR] [LAW FIRM NAME]. All rights reserved.