ENGAGEMENT LETTER WITH OPTIONAL MALPRACTICE LIABILITY LIMITATION

TABLE OF CONTENTS

1. Engagement Terms
2. Scope of Representation
3. Fee Arrangement
4. Client Responsibilities
5. Communication
6. Conflicts of Interest
7. File Retention
8. Termination of Representation
9. Limitation of Liability Provisions
10. Dispute Resolution
11. Acknowledgments and Signatures

I. ENGAGEMENT TERMS

Date: [__/__/____]

To: [________________________________] ("Client")
[________________________________]
[________________________________]

From: [________________________________] ("Attorney" / "Firm")
[________________________________]
[________________________________]

Dear [________________________________]:

Thank you for selecting [________________________________] to represent you. This letter confirms the terms and conditions of our engagement.

II. SCOPE OF REPRESENTATION

Matter Description: [________________________________]

Scope: Our representation is limited to the following:

[________________________________]

[________________________________]

Our representation does not include:

☐ Appeals or post-judgment proceedings (unless separately agreed)
☐ Related matters not specifically described above
☐ Tax advice in connection with this matter
☐ Regulatory or compliance matters
☐ Other exclusions: [________________________________]

III. FEE ARRANGEMENT

Fee Structure:

☐ Hourly Rate: $[________________________________] per hour for attorney time; $[________________________________] per hour for paralegal time. Rates are subject to periodic adjustment with [____] days' notice.

☐ Flat Fee: $[________________________________] for the scope described above.

☐ Contingency Fee: [____]% of the gross / net recovery. If no recovery, no fee is owed. Client remains responsible for costs and expenses.

☐ Retainer: An initial retainer of $[________________________________] is required, to be held in our trust account and applied against fees and costs as incurred.

Costs and Expenses: Client is responsible for all out-of-pocket costs including filing fees, service of process fees, deposition costs, expert witness fees, travel expenses, copying, and postage.

Billing: Invoices will be sent ☐ monthly / ☐ quarterly / ☐ upon completion. Payment is due within [____] days.

IV. CLIENT RESPONSIBILITIES

Client agrees to:

☐ Provide complete and truthful information relevant to the matter
☐ Respond promptly to requests for information or documents
☐ Keep the Firm informed of any changes in contact information
☐ Attend meetings, depositions, hearings, and trial as required
☐ Pay invoices promptly
☐ Make all final decisions regarding settlement, trial, and objectives of the representation

V. COMMUNICATION

Primary Contact: [________________________________]

Preferred Communication Method: ☐ Email ☐ Phone ☐ Mail

Email: [________________________________] Phone: [________________________________]

We will keep you reasonably informed about the status of your matter and promptly respond to reasonable requests for information, consistent with ABA Model Rule 1.4.

VI. CONFLICTS OF INTEREST

We have conducted a conflicts check and ☐ have identified no conflicts / ☐ have identified the following potential conflict, which we disclose for your consideration:

[________________________________]

VII. FILE RETENTION

Upon conclusion of the matter, we will retain the file for [____] years, after which it may be destroyed without further notice. You may request return of the file at any time.

VIII. TERMINATION OF REPRESENTATION

Either party may terminate this engagement at any time upon written notice, subject to the Firm's obligations under Rule 1.16(d) to protect Client's interests. Upon termination:

☐ Client will be responsible for fees and costs incurred through the date of termination.
☐ The Firm will promptly return Client's file upon written request.
☐ The Firm will take reasonable steps to avoid prejudice to Client's interests.

IX. LIMITATION OF LIABILITY PROVISIONS

⚠ IMPORTANT NOTICE — READ CAREFULLY

The following provisions are OPTIONAL and are ONLY enforceable in jurisdictions that permit prospective limitation of malpractice liability. They require that Client be independently represented. If Client is NOT independently represented, these provisions are VOID and should be stricken.

A. Limitation of Liability

☐ INCLUDED / ☐ NOT INCLUDED (strike if not applicable)

Subject to the requirement of independent representation, Client agrees that the Firm's total aggregate liability for any and all claims arising from or related to this engagement shall not exceed:

☐ The total fees paid by Client under this engagement; or
☐ $[________________________________]; or
☐ The limits of the Firm's professional liability insurance policy

This limitation applies to all claims of any nature, including but not limited to professional negligence, breach of fiduciary duty, and breach of contract.

B. Waiver of Consequential and Punitive Damages

☐ INCLUDED / ☐ NOT INCLUDED

Client waives any claim for consequential, incidental, special, or punitive damages arising from the representation.

C. Shortened Limitations Period

☐ INCLUDED / ☐ NOT INCLUDED

Any claim against the Firm must be filed within [____] year(s) of the act or omission giving rise to the claim, or [____] year(s) from the date of discovery, whichever is earlier.

D. Independent Counsel Certification

THIS SECTION MUST BE COMPLETED FOR ANY LIABILITY LIMITATION TO BE EFFECTIVE.

Client certifies that Client has been independently represented by:

Independent Attorney Name: [________________________________]
Bar Number: [________________________________]
Firm: [________________________________]
Phone: [________________________________]

Independent counsel has reviewed this engagement letter and the liability limitation provisions and has advised Client of their legal effect.

Independent Attorney Signature: [________________________________]
Date: [__/__/____]

X. DISPUTE RESOLUTION

A. Mandatory Arbitration

☐ INCLUDED / ☐ NOT INCLUDED

Any dispute arising from this engagement, including claims of malpractice, shall be resolved by binding arbitration administered by ☐ AAA / ☐ JAMS / ☐ [________________________________] under its rules then in effect. The arbitration shall take place in [________________________________].

JURY TRIAL WAIVER: By agreeing to arbitration, the parties waive the right to a jury trial.

B. Fee Disputes

Client may submit any fee dispute to ☐ the [State] Bar Association's fee arbitration program / ☐ binding arbitration as specified above.

XI. ACKNOWLEDGMENTS AND SIGNATURES

Client acknowledges:

☐ I have read and understand the terms of this engagement letter.
☐ I have had the opportunity to ask questions about these terms.
☐ I understand the scope of representation and fee arrangement.
☐ I understand that results cannot be guaranteed.
☐ I have received a copy of this signed letter for my records.

If liability limitations are included:

☐ I have been independently represented in reviewing this agreement.
☐ I understand the effect of the liability limitation provisions.
☐ I knowingly and voluntarily agree to these provisions.

CLIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]

ATTORNEY / FIRM:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

STATE-SPECIFIC CONSIDERATIONS

California: Cal. Rules of Prof. Conduct 1.8.8 — Prospective limitation of liability permitted only if client is independently represented. Arbitration clauses must comply with Bus. & Prof. Code § 6200 et seq.

Texas: Tex. Disciplinary R. Prof. Conduct 1.08(g) — A lawyer shall not make an agreement limiting liability unless the client is independently represented.

Florida: Fla. R. Prof. Conduct 4-1.8(h) — Follows Model Rule. Prospective limitation requires independent representation.

New York: N.Y. R. Prof. Conduct 1.8(h)(1) — Prospective limitation requires independent representation. Arbitration clauses subject to enhanced disclosure requirements.

District of Columbia: DC Rule 1.8(h) — Prohibits prospective malpractice waivers entirely. Limitation provisions are UNENFORCEABLE in DC.

This template is provided for informational purposes only. Prospective malpractice liability limitations are subject to significant ethical restrictions that vary by jurisdiction. Many jurisdictions prohibit or severely limit such provisions. Consult a licensed attorney and review applicable ethics rules before including any liability limitation in an engagement letter.