ENGAGEMENT LETTER FOR LEGAL SERVICES
(Washington State)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This Engagement Letter for Legal Services (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LAW FIRM LEGAL NAME], a [Washington] professional limited liability company with principal offices at [ADDRESS] (“Attorney”), and [CLIENT LEGAL NAME], a [corporation/individual/other] with principal place of business/residence at [ADDRESS] (“Client”).
WHEREAS, Client desires to retain Attorney to provide certain legal services; and
WHEREAS, Attorney is duly licensed to practice law in the State of Washington and desires to render such services to Client;
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below. All terms defined herein shall apply equally to singular and plural forms.
“Affected Party” means a party whose performance is prevented by a Force Majeure Event.
“Applicable Rules” means, collectively, the Washington Rules of Professional Conduct (“RPC”) and all statutes, regulations, and court rules governing attorney conduct in Washington State.
“Conflicts Disclosure” means the written disclosure by Attorney of any present or reasonably foreseeable conflicts of interest as required by RPC 1.7.
“Engagement” means the legal representation described in Section 3.1 (Scope of Representation).
“Fee Schedule” means the billing rates and charges set forth in Section 3.4, as adjusted from time to time pursuant to Section 3.5.
“Force Majeure Event” has the meaning given in Section 7.4.
“Retainer Deposit” means the advance fee deposit identified in Section 3.3, to be held in Attorney’s IOLTA trust account in accordance with RPC 1.15A.
[// GUIDANCE: Add additional defined terms as needed for specialized matters.]
3. OPERATIVE PROVISIONS
3.1 Scope of Representation
Attorney agrees to represent Client in connection with:
[• Description of matter(s) or general counsel services]
Any services outside this scope require a separate written agreement or written amendment hereto.
3.2 Term; Commencement & Termination
a. Commencement. Representation commences on the Effective Date, subject to clearance of conflicts and receipt of the Retainer Deposit.
b. Termination. Either party may terminate the Engagement upon written notice subject to RPC 1.16. Client remains responsible for fees and costs incurred through the effective date of termination.
3.3 Retainer Deposit
Client shall pay a Retainer Deposit of $[AMOUNT] within [NUMBER] business days of execution. The Retainer Deposit will be deposited into Attorney’s IOLTA trust account per RPC 1.15A and applied to final invoices unless replenishment is required earlier. Unused funds will be refunded promptly after final billing.
3.4 Fees, Costs, and Billing
a. Fees. Attorney’s hourly rates are:
• Partner: $[RATE]/hour
• Associate: $[RATE]/hour
• Paralegal/Legal Assistant: $[RATE]/hour
b. Costs. Client shall reimburse all reasonable out-of-pocket expenses (e.g., filing fees, courier, expert fees) without markup.
c. Billing Cycle. Attorney will issue itemized invoices monthly. Payment is due within [30] days of invoice date. Interest accrues on unpaid balances at [12%] per annum or the maximum rate permitted by law, whichever is less.
d. Fee Reasonableness. All fees and costs shall be “reasonable” within the meaning of RPC 1.5.
3.5 Rate Adjustments
Attorney may adjust billing rates annually on [DATE] by written notice to Client, not to exceed [PERCENTAGE]% per annum.
3.6 Client Responsibilities
Client shall:
1. Provide accurate, complete, and timely information;
2. Respond to Attorney inquiries promptly; and
3. Make timely payments under this Agreement.
3.7 Conditions Precedent
Attorney’s obligations are conditioned on:
a. Clearance of conflicts, documented in the Conflicts Disclosure; and
b. Receipt of the initial Retainer Deposit.
4. REPRESENTATIONS & WARRANTIES
4.1 Attorney
a. Licensure. Attorney represents that each attorney performing services hereunder is duly licensed and in good standing with the Washington State Bar Association.
b. Professional Conduct. Attorney shall comply with all Applicable Rules.
c. No Conflicts. Except as disclosed in the Conflicts Disclosure, no conflict of interest, as defined in RPC 1.7, precludes the Engagement.
4.2 Client
a. Authority. Client represents it has full power and authority to enter into and perform this Agreement.
b. Information. Client represents that all information provided to Attorney will be true, correct, and complete in all material respects.
4.3 Survival
The representations and warranties in this Article 4 survive termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality. Attorney will maintain Client confidences in accordance with RPC 1.6.
5.2 Cooperation. Client shall make available necessary personnel and documents.
5.3 Non-Assignment by Attorney. Attorney will not delegate core legal responsibilities to nonlawyers except as permitted under RPC 5.3.
5.4 Notice & Cure. A party alleging breach shall give written notice and a [15]-day cure period before pursuing remedies, except for non-payment or ethical withdrawal scenarios.
6. DEFAULT & REMEDIES
6.1 Events of Default
a. Client: (i) non-payment after 30 days; (ii) failure to cooperate; (iii) material misrepresentation.
b. Attorney: (i) material breach of Applicable Rules; (ii) willful misconduct or gross negligence.
6.2 Remedies
a. Suspension/Withdrawal. Upon Client default, Attorney may suspend work or withdraw per RPC 1.16.
b. Collection. Attorney may pursue collection of unpaid fees, including reasonable attorney fees and costs of collection.
c. Specific Performance/Injunctive Relief. Limited to protecting confidentiality, trust funds, or intellectual property rights.
[// GUIDANCE: Washington courts generally enforce narrowly tailored injunctive provisions in engagement agreements.]
7. RISK ALLOCATION
7.1 Professional Liability Indemnification
Attorney shall indemnify and hold Client harmless from damages, costs, and expenses (including reasonable attorney fees) arising from Attorney’s willful misconduct or adjudicated malpractice, subject to Section 7.2.
7.2 Limitation of Liability
a. Cap. The aggregate liability of Attorney (inclusive of indemnity obligations) shall not exceed the lesser of:
1. The amount recoverable under Attorney’s applicable professional liability insurance; or
2. $[CAP AMOUNT].
b. RPC 1.8(h) Compliance. This limitation is effective only if Client is independently represented in agreeing to this provision or subsequently provides written informed consent, as required by RPC 1.8(h).
[// GUIDANCE: Consider obtaining Client’s separate counsel acknowledgment below the signature block.]
7.3 Exclusion of Certain Damages
Neither party is liable for incidental, consequential, special, or punitive damages, except to the extent arising from a willful breach of confidentiality or trust-account obligations.
7.4 Force Majeure
Neither party is liable for failure to perform caused by events beyond reasonable control, including acts of God, governmental action, war, or pandemic (“Force Majeure Event”), provided the Affected Party gives prompt written notice and resumes performance as soon as feasible.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and any dispute hereunder are governed by the laws, professional rules, and public policy of the State of Washington.
8.2 Forum Selection
The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Washington for any action not subject to arbitration.
8.3 Optional Arbitration
a. Election. If both parties initial below, disputes (excluding applications for injunctive relief under Section 6.2(c)) shall be resolved by confidential, binding arbitration administered by the American Arbitration Association in [CITY], Washington, under its Commercial Arbitration Rules.
b. Statutory Notice. By agreeing to arbitration, the parties waive the right to a court or jury trial.
• Attorney’s Initials: _ • Client’s Initials: _
8.4 Jury Waiver (Optional)
If arbitration is not elected, the parties hereby waive trial by jury to the fullest extent permitted by law.
• Attorney’s Initials: _ • Client’s Initials: _
8.5 Attorneys’ Fees
The prevailing party in any dispute resolution proceeding is entitled to recover reasonable attorney fees and costs.
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. Any amendment or waiver must be in writing signed by both parties.
9.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except Attorney may assign to a successor entity in connection with firm reorganization with notice to Client.
9.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the offending provision shall be modified to the minimum extent necessary to be enforceable.
9.4 Integration. This Agreement constitutes the entire understanding and supersedes all prior agreements relating to the Engagement.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature or PDF, each of which is deemed an original.
9.6 Notices. All notices must be in writing and delivered by (i) certified mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth in the preamble (or as later designated).
9.7 Headings. Headings are for convenience only and do not affect interpretation.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
ATTORNEY
[LAW FIRM LEGAL NAME]
By: _____
Name: [NAME]
Title: [TITLE]
Date: _____
CLIENT
[CLIENT LEGAL NAME]
By: _____
Name: [NAME]
Title/Capacity: [TITLE/ROLE]
Date: _____
OPTIONAL CLIENT ACKNOWLEDGMENT OF INDEPENDENT COUNSEL (RPC 1.8(h))
I, the undersigned Client, acknowledge that I have been advised in writing to seek independent counsel regarding Section 7.2 (Limitation of Liability) and have either obtained such counsel or knowingly chosen not to do so and consent to the limitation set forth therein.
Client Signature: ____ Date: _______
[// GUIDANCE:
1. Replace all [PLACEHOLDER] fields with client-specific data.
2. Review Washington RPC and any WSBA advisory opinions for updates before finalizing.
3. Confirm malpractice carrier accepts the liability cap structure.
4. Obtain written conflict waivers if necessary.
5. File or retain a signed copy per WSBA recordkeeping requirements.]