Engagement Letter (Lite Scope) - Universal

ENGAGEMENT LETTER (LITE SCOPE) — UNIVERSAL

IMPORTANT MULTI-STATE NOTICE: This is a universal engagement letter template. Every state has unique ethics rules governing fee agreements, trust accounts, and engagement letter requirements. Before using this template, consult the Multi-State Jurisdiction Reference Table in Section 15 of this document to identify mandatory requirements in your state. State-specific versions of this template are available for AK, AL, CA, FL, NY, and TX.

Attorney / Firm Information

Firm Name: [________________________________]
Attorney Name: [________________________________], Bar No. [________]
Jurisdiction(s) Admitted: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Website: [________________________________]

Date and Client Information

Date: [__/__/____]

To:
Client Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]

Re: [________________________________] (Matter Description)
Our File No.: [________________]

Dear [________________________________]:

Thank you for selecting this firm to represent you. This letter sets forth the terms under which we will provide legal services. Please read it carefully. Under the applicable Rules of Professional Conduct (see ABA Model Rule 1.5), providing a clear written explanation of the fee arrangement and scope of services at the outset is considered best practice and may be mandatory in your jurisdiction.

State-Specific Written Fee Agreement Requirements: Some states require written fee agreements under specific circumstances. See the Multi-State Jurisdiction Reference Table (Section 15) to determine whether a written agreement is mandatory in your state and at what fee threshold.

1. Scope of Representation

1.1 Services to Be Provided

We are engaged to represent you in the following matter(s):

[________________________________]
[________________________________]

Type of Matter (check all that apply):

• ☐ Civil Litigation — State Court
• ☐ Civil Litigation — Federal Court
• ☐ Family Law / Domestic Relations
• ☐ Criminal Defense
• ☐ Real Estate Transaction
• ☐ Business Formation / Corporate
• ☐ Estate Planning / Probate
• ☐ Employment Law
• ☐ Personal Injury / Tort
• ☐ Workers' Compensation
• ☐ Immigration
• ☐ Intellectual Property
• ☐ Administrative / Regulatory Proceeding
• ☐ Appeals
• ☐ Other: [________________________________]

1.2 Explicit Exclusions

This engagement does not include the following unless a separate written agreement is executed:

• ☐ Representation in any appeal or post-judgment proceedings
• ☐ Representation in any related or collateral matters
• ☐ Tax advice or tax return preparation
• ☐ Representation in bankruptcy proceedings
• ☐ Collection of any judgment or award obtained
• ☐ Representation before any federal or state agency not identified above
• ☐ Any matter not specifically described in Section 1.1 above

1.3 Limited Scope Representation (Unbundled Legal Services)

ABA Model Rule 1.2(c) is a nonbinding model that permits a reasonable limited scope with informed consent. Identify and follow the controlling jurisdiction's enacted rule and any writing, court-notice, appearance, withdrawal, or consent requirements before using this limitation.

• ☐ This engagement is for limited scope representation as follows:
  [________________________________]
  [________________________________]

Client acknowledges: Limited scope means the attorney will handle only the tasks specifically identified above. The client is responsible for all other aspects of the matter, including but not limited to filing documents, appearing in court, communicating with opposing parties, and meeting deadlines not covered by this agreement.

Jurisdiction Note: Most states now permit limited scope representation in some form, though procedures vary. Check your state's civil rules for filing requirements (e.g., notice of limited appearance). See the Multi-State Jurisdiction Reference Table (Section 15) for state-specific details.

2. Fee Arrangement

2.1 Fee Structure

Select the applicable fee arrangement:

☐ Option A: Hourly Rate

• Time is billed in increments of [____] of an hour (typically 1/10th = 6 minutes).
• Billable activities include legal research, drafting, telephone calls, emails, court appearances, travel time, and related tasks.
• Rates are subject to adjustment upon 30 days' written notice to the client.

Model Rule 1.5(a) — Fee Reasonableness: A lawyer shall not make an agreement for, charge, or collect an unreasonable fee. Factors include: time and labor required; novelty and difficulty; skill needed; preclusion of other employment; fee customarily charged; amount involved and results obtained; time limitations; the nature and length of the professional relationship; and the experience, reputation, and ability of the lawyer.

☐ Option B: Flat Fee

• Total flat fee for the above-described scope of work: $[________________]
• Payment schedule:
• $[________________] due upon execution of this agreement
• $[________________] due on [__/__/____]
• $[________________] due upon completion

Flat Fee — Trust Account Treatment (Varies by State):
- Earned-on-receipt flat fees: Some states permit flat fees to be treated as earned upon receipt with proper disclosure and client consent. Others (e.g., NY per Matter of Cooperman) restrict or prohibit nonrefundable retainers.
- Advance fees: In most jurisdictions, advance fees that have not been earned must be deposited into the client trust account.
- Consult your state rules to determine proper treatment. See Section 15 for state-specific guidance.

• ☐ Flat fee is earned upon receipt (with informed client consent, where permitted)
• ☐ Flat fee is earned as services are performed (held in trust until earned)

☐ Option C: Contingency Fee

ABA Model Rule 1.5(c) — Written Agreement REQUIRED: A contingent fee agreement shall be in a writing signed by the client and shall state: (1) the method by which the fee is to be determined, including the percentage(s) accruing to the lawyer in the event of settlement, trial, or appeal; (2) the litigation and other expenses to be deducted from the recovery; and (3) whether expenses are deducted before or after the contingent fee is calculated. Upon conclusion, the lawyer must provide a written statement showing the outcome and, if there is a recovery, the remittance to the client and its calculation method.

Prohibited matters (Model Rule 1.5(d)): Contingency fees are prohibited in domestic relations matters (property division, alimony, support) and criminal cases.

• Attorney's fee shall be [________]% of the gross recovery obtained.
• If the matter is resolved:
• Before filing suit: [________]%
• After filing suit but before trial: [________]%
• During or after trial: [________]%
• On appeal: [________]%

State-Specific Contingency Fee Caps: Several states impose specific percentage caps on contingency fees, particularly for personal injury and medical malpractice cases. See the Multi-State Jurisdiction Reference Table (Section 15) for details on states including CA, FL, and NY.

• Expenses and costs shall be deducted: ☐ Before ☐ After the contingency fee is calculated.
• Client is responsible for costs and expenses regardless of outcome: ☐ Yes ☐ No

☐ Option D: Hybrid Arrangement

Description: [________________________________]
[________________________________]

2.2 Billing and Payment Terms

• Invoices will be issued: ☐ Monthly ☐ Bi-monthly ☐ Quarterly ☐ Upon completion
• Payment is due within [____] days of the invoice date.
• Payments may be made by: ☐ Check ☐ Credit Card ☐ Wire Transfer ☐ ACH
• A late charge of [____]% per month (not to exceed [____]% annually or the applicable state statutory maximum) will be assessed on balances overdue more than [____] days.

Usury Note: Interest rates charged on overdue balances must comply with applicable state usury laws. Rates vary significantly by state. Confirm the legal maximum in your jurisdiction before setting the interest rate.

3. Retainer and Trust Account

3.1 Initial Retainer

• An initial retainer of $[________________] is required before work commences.
• The retainer will be deposited into our client trust account (IOLTA or separate interest-bearing account) in accordance with the applicable Rules of Professional Conduct.
• The retainer will be applied against fees and costs as they are incurred. Invoices will reflect amounts drawn from the retainer.

3.2 Replenishment

• If the retainer balance falls below $[________________], Client agrees to replenish the retainer to the original amount within [____] days of written notice.
• Failure to replenish the retainer may constitute grounds for withdrawal from representation pursuant to the applicable ethics rules on termination.

3.3 Trust Account / IOLTA Information

ABA Model Rule 1.15 — Nonbinding Safekeeping Model: The model text calls for separation and safeguarding of client or third-person property, but it does not itself establish a binding IOLTA program. The controlling jurisdiction's current rules determine account type, IOLTA eligibility, interest recipient, records, and disbursement.

Key trust account obligations (applicable in all states):
- Client funds must be kept separate from attorney's personal and business funds
- Trust accounts must be properly labeled
- Records must be maintained (typically 5-7 years depending on state)
- Monthly reconciliation is required in most states
- Prompt notification to clients upon receipt of funds
- Prompt delivery of funds to which the client is entitled

3.4 Refund of Unearned Fees

Upon termination of the engagement for any reason, any unearned portion of the retainer or advance fee will be promptly refunded to the Client, as required by ABA Model Rule 1.16(d) and corresponding state rules.

4. Costs and Expenses

In addition to attorney fees, Client is responsible for all costs and expenses incurred in connection with the matter, including but not limited to:

• ☐ Court filing fees and service of process fees
• ☐ Deposition and transcript costs
• ☐ Expert witness fees and consulting fees
• ☐ Travel expenses (mileage, lodging, meals)
• ☐ Copying, printing, and scanning charges
• ☐ Postage and courier / delivery fees
• ☐ Online legal research charges (Westlaw, LexisNexis, etc.)
• ☐ Mediation and arbitration fees
• ☐ Process server fees
• ☐ E-filing fees
• ☐ Other: [________________________________]

Costs and expenses will be: ☐ Advanced by the firm and billed to Client ☐ Billed directly to Client for payment before incurred

5. Client Responsibilities

Client agrees to:

• ☐ Provide complete, truthful, and timely information and documents relevant to the matter
• ☐ Respond promptly to all communications from this firm (within [____] business days)
• ☐ Appear at all scheduled court hearings, depositions, mediations, and other proceedings
• ☐ Keep the firm informed of any changes in contact information (address, phone, email)
• ☐ Pay all invoices and replenish retainers when due
• ☐ Not discuss the case with opposing parties or their attorneys without consulting this firm first
• ☐ Cooperate fully in discovery and document production
• ☐ Make timely decisions regarding settlement offers and litigation strategy

Failure to fulfill these responsibilities may impair our ability to represent you effectively and may constitute grounds for withdrawal under the applicable Rules of Professional Conduct.

6. Communication Policy

6.1 Primary Point of Contact

• Lead attorney for this matter: [________________________________]
• Paralegal / assistant contact: [________________________________]

6.2 Response Times

• We will endeavor to respond to client inquiries within [____] business days.
• Urgent matters should be communicated by telephone to [________________________________].
• Routine status updates will be provided: ☐ Monthly ☐ As developments occur ☐ Upon request

Model Rule 1.4 — Communication: A lawyer must: (1) promptly inform the client of any decision or circumstance requiring the client's informed consent; (2) reasonably consult with the client about the means by which the client's objectives are to be accomplished; (3) keep the client reasonably informed about the status of the matter; and (4) promptly comply with reasonable requests for information.

6.3 Preferred Communication Method

• ☐ Email
• ☐ Telephone
• ☐ Secure client portal
• ☐ U.S. Mail
• ☐ Text message (for scheduling only)

6.4 Electronic Communication Confidentiality Warning

Important Notice: Email and other electronic communications are not inherently secure. While we take reasonable steps to protect confidentiality under the applicable rules (ABA Model Rule 1.6), there is a risk of interception by third parties. By consenting to electronic communication, Client acknowledges and accepts this risk. Model Rule 1.6(c) requires a lawyer to make reasonable efforts to prevent the inadvertent or unauthorized disclosure of, or unauthorized access to, information relating to the representation of a client.

7. Termination of Representation

7.1 Client's Right to Terminate

Client may terminate this engagement at any time, for any reason, by providing written notice to the firm. Client remains responsible for payment of all fees earned and costs incurred through the date of termination.

7.2 Attorney's Right to Withdraw

The firm may withdraw from representation as permitted under the applicable Rules of Professional Conduct (see ABA Model Rule 1.16), including but not limited to situations where:

• ☐ Client fails to pay fees or costs when due
• ☐ Client fails to cooperate or follow reasonable advice
• ☐ Continued representation would result in a violation of the Rules of Professional Conduct
• ☐ Client engages in conduct that renders representation unreasonably difficult
• ☐ The matter has become financially unfeasible for the client to pursue
• ☐ Other good cause exists

Withdrawal is subject to court approval where required. The firm will provide reasonable notice and take steps to protect the client's interests, including providing reasonable time for the client to retain substitute counsel.

7.3 File Return

Upon termination, the firm will promptly return client documents and property upon request. The firm may retain copies for its records. Under Model Rule 1.16(d), the attorney must take steps reasonably practicable to protect a client's interests, including giving reasonable notice, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled, and refunding any advance payment of fee that has not been earned.

File ownership varies by state. Some states treat the entire file as client property; others distinguish between client documents and attorney work product. Consult your state's ethics opinions on file ownership.

8. Conflicts of Interest and Ethics Disclosures

8.1 Conflict Check

We have conducted a conflict check as of the date of this letter and have not identified any conflicts of interest that would prevent us from representing you in this matter. If a conflict arises during the course of representation, we will promptly notify you and take appropriate action under the applicable conflict of interest rules (Model Rules 1.7 and 1.9).

8.2 Waiver of Conflict (if applicable)

• ☐ A potential conflict of interest has been identified and is described as follows:
  [________________________________]
  [________________________________]

Client provides informed consent, confirmed in writing, to the conflict after full disclosure: ☐ Yes ☐ No

8.3 State-Specific Disclosures

Some states require additional disclosures beyond the standard engagement letter:
- New York: Statement of Client's Rights and Responsibilities required for domestic relations matters (22 NYCRR § 1400.2)
- New York: Part 137 fee dispute arbitration notice required (22 NYCRR Part 1215)
- California: Mandatory Fee Arbitration Act notice (Bus. & Prof. Code §§ 6200-6206)
- Florida: Contingency fee closing statement required at conclusion of matter (Rule 4-1.5(f))

☐ Required state-specific disclosures have been provided (see attachments)

8.4 Former or Current Client Relationships

• ☐ This firm has previously represented or currently represents: [________________________________]
  in matters that are: ☐ Related ☐ Unrelated to the current engagement.

9. Limitation of Liability and Dispute Resolution

9.1 Fee Disputes

If a dispute arises regarding fees charged by this firm, we encourage resolution through the following methods:

• ☐ Mediation through [________________________________]
• ☐ Arbitration through [________________________________] or applicable bar association fee dispute program
• ☐ Litigation in the courts of the State of [________________________________]

Fee Dispute Resolution Programs: Many states offer fee arbitration programs through state or local bar associations. Some programs are mandatory for the attorney if the client requests arbitration (e.g., CA, NY). See the Multi-State Jurisdiction Reference Table (Section 15) for details.

9.2 Limitation of Liability

Model Rule 1.8(h): A lawyer shall not make an agreement prospectively limiting the lawyer's liability to a client for malpractice unless the client is independently represented in making the agreement. A lawyer shall not settle a claim or potential claim for professional malpractice with an unrepresented client without first advising that person in writing of the desirability of seeking independent legal counsel.

• ☐ No limitation of liability applies
• ☐ With independent counsel's consent, liability is limited to: $[________________]

10. No Guarantee of Outcome

Client understands and acknowledges that:

• No attorney can guarantee the outcome of any legal matter.
• Any expressions of opinion regarding the likely outcome or potential value of a case are based on the attorney's professional judgment and experience but are not promises or guarantees.
• The legal system is inherently uncertain, and outcomes depend on many factors beyond the attorney's control, including the actions of courts, opposing parties, witnesses, and government agencies.
• Past results in similar matters do not guarantee a similar outcome in Client's case.

11. Governing Law

This agreement shall be governed by the laws of the State of [________________________________] and the applicable Rules of Professional Conduct. Any disputes arising from this agreement shall be resolved in the state or federal courts located in [________________________________] County, [________________________________], unless an alternative dispute resolution method is selected above.

12. Entire Agreement

This letter constitutes the entire agreement between the parties regarding the subject matter herein. It supersedes all prior oral and written agreements or understandings. This agreement may not be modified except by a written instrument signed by both parties.

13. Acknowledgment and Signatures

By signing below, Client acknowledges that:

• ☐ Client has read and understands the terms of this engagement letter
• ☐ Client has had an opportunity to ask questions about the terms
• ☐ Client agrees to the scope of representation described herein
• ☐ Client agrees to the fee arrangement selected above
• ☐ Client has been informed of any applicable fee dispute resolution rights
• ☐ Client understands that no outcome is guaranteed
• ☐ Client has received a copy of this executed agreement

Attorney Signature

Attorney Name: [________________________________]
Signature: ______________________________________
Date: [__/__/____]
Bar No.: [________________]
Jurisdiction: [________________________________]

Client Signature

Client Name: [________________________________]
Signature: ______________________________________
Date: [__/__/____]

If Client is an entity:
Printed Name of Authorized Representative: [________________________________]
Title: [________________________________]

14. Attachments Checklist

• ☐ Fee Schedule (if applicable)
• ☐ Contingency Fee Agreement Addendum (if applicable)
• ☐ State-Required Disclosures (varies by jurisdiction — see Section 15)
• ☐ Conflict Waiver — Informed Written Consent (if applicable)
• ☐ IOLTA / Trust Account Disclosure
• ☐ Privacy and Electronic Communication Policy
• ☐ Limited Scope Representation Agreement (if applicable)
• ☐ Client Intake Questionnaire
• ☐ Authorization for Release of Information
• ☐ Other: [________________________________]

15. Multi-State Jurisdiction Reference Table

The following table summarizes key engagement letter and fee agreement requirements across major jurisdictions. This table is for reference only; consult the full text of each state's rules for authoritative guidance.

15.1 Written Fee Agreement Requirements

15.2 Contingency Fee Caps and Special Rules

15.3 Fee Dispute Resolution Programs

15.4 Trust Account / IOLTA Requirements

15.5 Special State Disclosures

Sources and References

• ABA Model Rules of Professional Conduct — https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/
• ABA Model Rule 1.5 (Fees) — https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_5_fees/
• ABA Model Rule 1.5 Comment — https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_5_fees/comment_on_rule_1_5/
• ABA Model Rule 1.15 (Safekeeping Property) — https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_15_702/
• ABA Model Rule 1.16 (Declining or Terminating Representation) — https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_16_declining_or_terminating_representation/
• ABA Model Rules for Fee Arbitration — https://www.americanbar.org/groups/professional_responsibility/resources/client_protection/farule1/
• California Bus. & Prof. Code § 6148 — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=6148.
• California Bus. & Prof. Code § 6146 — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=6146.&lawCode=BPC
• California Mandatory Fee Arbitration — https://www.calbar.ca.gov/legal-professionals/legal-resource-center/mandatory-fee-arbitration-program-resources
• New York 22 NYCRR Part 1215 (Engagement Letters) — https://ww2.nycourts.gov/attorneys/lettersofengagementrules.shtml
• New York 22 NYCRR Part 137 (Fee Disputes) — https://ww2.nycourts.gov/rules/chiefadmin/137.shtml
• Florida Rules Regulating The Florida Bar, Chapter 4 — https://www.floridabar.org/rules/rrtfb/
• Florida Rules Regulating The Florida Bar, Chapter 5 (Trust Accounts) — https://www-media.floridabar.org/uploads/2025/12/2026_06-DEC-Chapter-5-RRTFB.pdf
• Texas Disciplinary Rules of Professional Conduct — https://www.texasbar.com/tdrpc/
• Texas Trust Accounts Guide — https://www.texasbar.com/Content/NavigationMenu/ForLawyers/ResourceGuides1/TrustAccounts/default.htm
• Alaska Rules of Professional Conduct — https://courts.alaska.gov/rules/docs/prof.pdf
• Alabama Rules of Professional Conduct — https://judicial.alabama.gov/library/RulesBarConduct
• NYSBA — What Should Your Engagement Agreement Include? — https://nysba.org/what-should-your-engagement-agreement-include/

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. State ethics rules vary significantly. You must have this document reviewed and customized by a qualified attorney licensed in the applicable jurisdiction before use.