ENGAGEMENT LETTER FOR LEGAL SERVICES
(Wisconsin Jurisdiction – Professionally-Drafted Template)
[// GUIDANCE: This template is intentionally comprehensive. Remove bracketed guidance comments and complete all bracketed placeholders before issuing to the client.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Engagement & Services
- Fees, Retainer & Billing Practices
- Client Responsibilities & Cooperation
- Conflicts of Interest & Waivers
- Term & Termination
- Representations & Warranties
- Covenants
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Engagement Letter (“Agreement”) made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [ATTORNEY FIRM LEGAL NAME], a Wisconsin professional service corporation, with principal offices at [ADDRESS] (“Attorney”), and [CLIENT LEGAL NAME], with mailing address at [ADDRESS] (“Client”).
Recitals
A. Attorney is duly licensed to practice law in the State of Wisconsin and is willing to provide the legal services described herein.
B. Client desires to engage Attorney to represent Client in connection with [GENERAL DESCRIPTION OF MATTER] (the “Matter”) subject to the terms and conditions of this Agreement.
C. The parties enter into this Agreement in compliance with the Wisconsin Rules of Professional Conduct for Attorneys and applicable law.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
2. DEFINITIONS
For ease of reference, the following capitalized terms have the meanings set forth below:
“Advanced Fee” – Funds paid by Client that are the property of Client until earned by Attorney and, unless expressly agreed as a Flat Fee under Section 4.3, shall be deposited into Attorney’s client trust account.
“Arbitration Election” – A written notice under Section 12.3 electing to submit a Dispute to binding arbitration.
“Confidential Information” – All non-public information relating to the Matter or the parties disclosed in the course of the representation.
“Dispute” – Any claim, controversy, or cause of action arising out of or relating to this Agreement or the services provided.
“Flat Fee” – A fixed fee identified in Section 4.3, deemed earned upon receipt as permitted by Wisconsin law, and deposited in Attorney’s operating account after the required written notice is provided to Client.
“Professional Rules” – The Wisconsin Supreme Court Rules governing attorney conduct, now or hereafter in effect.
“Retainer” – Collectively, any Advanced Fee, Flat Fee, or Security Deposit under Section 4, as applicable.
“Services” – All legal services Attorney agrees to perform for Client in connection with the Matter, as more fully described in Section 3.
3. SCOPE OF ENGAGEMENT & SERVICES
3.1 Limited Representation. Attorney shall represent Client solely in the Matter described in the Recitals. Representation does not include appeals, ancillary proceedings, or unrelated transactions unless the parties execute a separate written agreement.
3.2 Performance Standard. Attorney will provide competent and diligent representation in accordance with the Professional Rules and prevailing standards of practice.
3.3 No Guaranteed Outcome. Client acknowledges that Attorney has made no promise regarding the outcome or cost of the Matter.
3.4 Changes in Scope. Any material expansion of Services must be agreed in writing and may require an additional Retainer.
4. FEES, RETAINER & BILLING PRACTICES
4.1 Fee Arrangement. Attorney’s fees will be [HOURLY / CONTINGENT / HYBRID] as set forth below:
(a) Hourly rates: [LIST BILLING RATES & TITLES].
(b) Rate Adjustments: Rates may be adjusted annually on [DATE] upon 30 days’ prior written notice.
(c) Contingent fees must be memorialized in a separate written addendum compliant with Professional Rules.
4.2 Advanced Fee or Security Deposit. Client shall pay an Advanced Fee of $[AMOUNT] on or before the Effective Date. Attorney will deposit said funds into Attorney’s client trust account and bill against it monthly. Unused funds will be refunded within 30 days after final invoice.
4.3 Flat Fee (Optional). If selected, Client agrees to a Flat Fee of $[AMOUNT] covering [SPECIFIC SERVICES]. Attorney will provide the written notice required under the Professional Rules. The Flat Fee will be deemed earned upon receipt and deposited in Attorney’s operating account. No trust account deposit is required.
4.4 Costs & Expenses. Client is responsible for all reasonable out-of-pocket costs (e.g., filing fees, expert fees, travel) incurred on Client’s behalf. Large disbursements exceeding $[THRESHOLD] require prior approval.
4.5 Invoices & Payment Terms. Attorney will issue itemized invoices [MONTHLY / BI-WEEKLY]. Payment in full is due within [30] days of invoice date. Unpaid balances accrue interest at [1% per month] or the maximum lawful rate, whichever is lower.
4.6 Fee Disputes. Client may invoke the State Bar of Wisconsin’s Fee Arbitration Program by written request within [30] days of any billing dispute.
[// GUIDANCE: Adjust time periods and interest rate to comply with firm policy.]
5. CLIENT RESPONSIBILITIES & COOPERATION
5.1 Truthful Disclosure. Client shall promptly provide complete and accurate information necessary for Attorney to perform the Services.
5.2 Availability. Client will be reasonably available for meetings, discovery, and required appearances.
5.3 Payment Obligations. Timely payment of fees and costs is a material obligation of Client.
5.4 Document Preservation. Client shall preserve all potentially relevant documents and electronically stored information.
6. CONFLICTS OF INTEREST & WAIVERS
6.1 Initial Conflict Review. Attorney has performed a conflict check and is unaware of any existing conflicts at the time of execution.
6.2 Potential Future Conflicts. If a conflict arises, Attorney will notify Client promptly and, where permissible, seek informed written consent or withdraw as required.
6.3 Advance Waiver (Optional). Subject to Professional Rules, Client hereby provides informed consent to Attorney’s representation of other current or future clients whose interests may be adverse to Client in matters unrelated to the Matter, provided Attorney implements necessary confidentiality screens.
[// GUIDANCE: Delete if firm policy prohibits advance waivers.]
7. TERM & TERMINATION
7.1 Commencement. Representation commences on the Effective Date.
7.2 Client Termination. Client may terminate this Agreement at any time upon written notice.
7.3 Attorney Withdrawal. Attorney may withdraw as permitted by the Professional Rules upon:
(a) Client’s failure to fulfill an obligation under this Agreement after reasonable warning;
(b) Client’s insistence on a course of conduct Attorney believes is criminal or fraudulent; or
(c) Any other grounds permitted by law.
7.4 Post-Termination Obligations. Client remains responsible for all fees and costs incurred prior to termination. Upon request and payment of outstanding balances, Attorney will provide the client file in electronic format.
8. REPRESENTATIONS & WARRANTIES
8.1 Attorney. Attorney represents that (a) it is duly licensed and in good standing in Wisconsin; (b) it maintains professional liability insurance with limits of not less than $[AMOUNT] per claim; and (c) it will perform the Services in accordance with applicable law and the Professional Rules.
8.2 Client. Client represents that (a) Client has full authority to enter into this Agreement; and (b) execution and performance of this Agreement do not violate any other agreement or legal obligation.
8.3 Survival. The representations and warranties in this Section survive termination of this Agreement.
9. COVENANTS
9.1 Confidentiality. Attorney will maintain confidentiality as required by the Professional Rules.
9.2 No Assignment of Claims. Client shall not assign or transfer any claim arising from the Services without Attorney’s prior written consent.
9.3 Publicity. Attorney may list Client’s name in Attorney’s internal conflict database and, unless Client opts out in writing, in general experience statements not identifying confidential information.
10. DEFAULT & REMEDIES
10.1 Events of Default. The following constitute events of default:
(a) Non-payment of any invoice within [45] days;
(b) Material breach of Section 5 (Client Responsibilities); or
(c) False or misleading information provided by Client.
10.2 Cure Period. Client has [10] business days after written notice to cure any monetary default and [15] business days for any non-monetary default.
10.3 Remedies. Upon default and failure to cure, Attorney may (i) suspend work, (ii) withdraw, (iii) apply Advanced Fees to outstanding balances, and (iv) pursue collection with recovery of reasonable attorney fees and costs incurred.
11. RISK ALLOCATION
11.1 Professional Liability. Nothing in this Agreement limits Attorney’s liability for professional negligence or violations of applicable law.
11.2 Indemnification of Client. Attorney shall indemnify and hold harmless Client from third-party claims directly arising from Attorney’s willful misconduct or knowingly illegal acts.
11.3 Limitation of Liability for Non-Malpractice Claims. For all claims other than professional malpractice, Attorney’s aggregate liability shall not exceed the total fees paid by Client under this Agreement.
11.4 Force Majeure. Neither party is liable for delay or failure to perform due to events beyond reasonable control, including acts of God, governmental actions, or cyber-attacks, provided the affected party gives prompt notice and resumes performance as soon as practicable.
12. DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be construed in accordance with the laws and Professional Rules of the State of Wisconsin, without regard to conflict-of-law principles.
12.2 Forum Selection. Absent an effective Arbitration Election, the parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Wisconsin.
12.3 Optional Arbitration. Either party may elect binding arbitration by serving an Arbitration Election on the other party. Unless otherwise agreed, arbitration shall be 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: Delete or modify if firm policy disfavors arbitration.]
12.4 Jury Trial Waiver (Optional). If arbitration is not elected, the parties knowingly and voluntarily waive any right to a jury trial for any Dispute.
[// GUIDANCE: Strike if your jurisdiction or matter makes jury waivers unenforceable.]
12.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in state court to preserve the status quo regarding Confidential Information or trust account funds.
13. GENERAL PROVISIONS
13.1 Amendments. No amendment or waiver is effective unless in writing and signed by both parties.
13.2 Assignment. Neither party may assign its rights or delegate its duties without prior written consent, except Attorney may assign to a successor entity in connection with a merger or reorganization.
13.3 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
13.4 Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes all prior proposals and communications regarding the Matter.
13.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures and transmissions in PDF or similar format are binding.
14. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.
| ATTORNEY | CLIENT |
|---|---|
| [ATTORNEY FIRM NAME] | [CLIENT NAME] |
| By: _________ | By: _________ |
| Name: [NAME] | Name: [NAME] |
| Title: [TITLE] | Title/Capacity: [TITLE] |
| Date: _______ | Date: _______ |
[Optional Notary Acknowledgment block if required for your records]
[// GUIDANCE: Review all brackets, confirm compliance with current Wisconsin Supreme Court Rules (especially SCR 20:1.5, 1.7, and 1.8), and tailor Section 4 for your firm’s fee practices before issuance.]