Fee Agreement – Flat Fee Services

Law Firm: [________________________________]
Address: [________________________________]
Phone: [____________________] Email: [________________________________]
Attorney: [________________________________] State Bar No.: [____________________]

Client: [________________________________]
Entity (if applicable): [________________________________]
Address: [________________________________]
Phone: [____________________] Email: [________________________________]

Date of Agreement: [__/__/____]

1. Matter Description and Scope

1A. Matter Description

Attorney agrees to provide the following limited-scope legal services:

Matter Description: [________________________________]

Specific Tasks to Be Performed:

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

Intended Outcome / Deliverable(s): [________________________________]

Expected Completion Timeframe: [________________________________] (subject to change based on Client cooperation and court/agency scheduling)

1B. Services Expressly Included

The flat fee covers the following specific services only:

1. [________________________________]
2. [________________________________]
3. [________________________________]
4. [________________________________]
5. [________________________________]

Consultations: Up to [____] hours of attorney consultation included. Additional consultation time billed at $[____]/hour.

Revisions: Up to [____] rounds of revisions to draft documents based on Client feedback. Additional revision rounds billed at $[____]/hour.

Court/Agency Appearances: ☐ Included (up to [____] appearances) ☐ Not included — see Section 2B

1C. Services Expressly Excluded

The following services are NOT included in this flat fee and require a separate written agreement:

☐ Contested hearings, motions practice, or litigation beyond ministerial filings
☐ Negotiations exceeding [____] hours of attorney time
☐ Appeals of any order, judgment, or administrative decision
☐ Representation of additional parties not named in this Agreement
☐ Post-judgment enforcement, collection, or compliance monitoring
☐ Modification of any final order, agreement, or judgment
☐ Criminal matters arising from or related to this matter
☐ Tax advice or tax return preparation
☐ Consultation with third parties (e.g., financial advisors, other counsel) on Client's behalf beyond [____] communications
☐ Travel outside [________________________________] County unless agreed in writing
☐ Other: [________________________________]

Change Order Procedure: If Client requests services beyond the included scope, Attorney will prepare a written Change Order specifying the additional scope and fee. Work on out-of-scope services will not commence until the Change Order is signed by both parties.

2. Flat Fee Amount and Payment

2A. Total Flat Fee

Total Flat Fee: $[________________________________]

Payment Schedule:

All amounts are due in full before delivery of final work product / filing, unless otherwise specified above.

2B. Earned Upon Receipt vs. IOLTA Deposit

California and IOLTA-State Clients — Important Disclosure:

Under ABA Model Rule 1.15 and California Rules of Professional Conduct, Rule 1.15, advance fees paid before services are rendered must generally be deposited into the attorney's IOLTA trust account and withdrawn only as services are earned.

Treatment of Flat Fee:

☐ Option A — IOLTA Trust Deposit: The flat fee paid at signing is deposited into Attorney's IOLTA trust account. Attorney will transfer earned portions to the operating account as milestones are completed per the schedule in Section 2A. Any unearned balance at termination will be refunded.

☐ Option B — Earned Upon Receipt (California Rule 1.5(f) Compliant): The flat fee is designated as earned upon receipt and deposited into Attorney's general operating account upon receipt. Client acknowledges: (1) the flat fee is not refundable except as described in Section 9; (2) this designation is only permissible if the flat fee is a "true retainer" for availability or if all required disclosures under CA Rule 1.5(f) are made and Client consents in writing; (3) Client has been advised of the right to seek independent counsel before agreeing to this designation.

Client initials if Option B selected: [____] Attorney initials: [____]

Note: Some states (including New York and certain other jurisdictions) generally do not permit flat fees to be designated as earned upon receipt. Consult applicable state rules before selecting Option B.

3. Costs and Expenses

Costs and expenses are separate from and in addition to the flat fee. Client is responsible for:

Estimated Total Costs: $[____] to $[____]

Any single cost or expense exceeding $[________________________________] requires Client's prior written approval, except in circumstances requiring immediate action to protect Client's interests.

Costs advanced by Attorney will be invoiced monthly and are due within [____] days. Overdue cost reimbursements accrue interest at [____]% per month or the maximum rate permitted by law.

4. Billing Statements and Transparency

Even on a flat fee engagement, Attorney will provide:

• A confirmation of receipt of the flat fee deposit within [____] days of payment
• An itemized statement of costs and expenses on a [monthly / milestone] basis
• A written completion notice and final accounting upon conclusion of the engagement

Client may request a status update on the engagement at any time.

5. Communication Protocols

Primary Contact at Firm: [________________________________] ([________________________________])

Client's Primary Contact: [________________________________]

Preferred Method of Communication: ☐ Email ☐ Phone ☐ Client Portal ☐ Mail

Response Time Standard:
- Routine inquiries: Response within [____] business days
- Urgent matters: Response within [____] business hours

File Sharing: ☐ Secure client portal ([________________________________]) ☐ Encrypted email ☐ Physical delivery

6. Client Responsibilities

Client agrees to:

• Provide complete, accurate, and timely information, documents, and instructions
• Review draft documents within [____] days of delivery and provide written feedback
• Attend scheduled meetings, hearings, or signings with at least [____] days' notice
• Respond to attorney inquiries within [____] business days; delay may result in additional charges or inability to meet deadlines
• Notify Attorney promptly of any material change in circumstances relevant to the matter
• Maintain confidentiality of Attorney's advice and work product
• Pay the flat fee on schedule; work may be suspended if payment is more than [____] days overdue

7. Extraordinary Circumstances

If circumstances arise making the agreed flat fee unreasonable (e.g., opposing party substantially increases the complexity of the matter, unexpected litigation is filed, or regulatory changes require significant additional work), Attorney will notify Client in writing. The parties will negotiate in good faith a written Change Order or amendment to this Agreement. If the parties cannot agree on a revised fee, either party may terminate pursuant to Section 9.

8. State-Specific Provisions

California

• This agreement satisfies CA Business & Professions Code § 6148 (written fee agreement for matters likely to exceed $1,000).
• Flat fee treatment as earned upon receipt requires specific disclosures and written client consent per CA Rule 1.5(f). If Client and Attorney have not elected Option B (above), the fee is held in IOLTA.
• CA Rule 1.15 requires all advance fee deposits to be held in trust unless designated as earned upon receipt per Rule 1.5(f).
• Client has the right to rescind this Agreement within five (5) business days if it was signed at a location other than the attorney's principal office (CA Bus. & Prof. Code § 6148(d)).

Texas

• TX Disciplinary Rule 1.04 governs fee reasonableness. No state-mandated written fee agreement for all matters, but written agreements are strongly recommended for clarity and enforceability.
• Texas does not recognize "non-refundable" fees as a blanket category; fees that are not earned are subject to refund.

Florida

• FL Bar Rule 4-1.5 governs fees. Written fee agreements are required for contingency fees; recommended for flat fees.
• Florida does not permit non-refundable retainers in the criminal defense context (FL Bar Rule 4-1.5(c)).

New York

• NY Rule 1.5 requires the fee basis to be communicated to the client preferably in writing.
• NY generally does not permit flat fees to be designated as earned upon receipt if a refundable portion exists; earned-upon-receipt designations are disfavored in New York.
• For matters involving domestic relations, NY requires a written retainer agreement (NY Ct. Rules § 1400.3).

9. Termination and Refund Policy

9A. Client's Right to Terminate

Client may terminate this Agreement at any time with written notice. Upon termination:
- Attorney will promptly provide all completed work product and Client's original documents.
- If Option A (IOLTA) was selected: Attorney will calculate the earned portion based on work completed at the time of termination and refund the unearned balance from the IOLTA account within [____] days.
- If Option B (Earned Upon Receipt) was selected: The flat fee is non-refundable to the extent permitted by applicable state rules. Attorney will provide a written accounting of work completed.

9B. Attorney's Right to Withdraw

Attorney may withdraw for good cause including: Client's failure to cooperate, misrepresentation of material facts, nonpayment of costs for more than [____] days, ethical conflict, or other ground authorized by applicable rules. If a court appearance is pending, Attorney will seek court permission to withdraw as required. Upon withdrawal, Attorney will deliver Client's file and provide a written accounting.

9C. Completion of Engagement

The engagement concludes upon delivery of the final work product or filing, completion of the matter, or written notice of termination by either party. Attorney will send a written closing letter upon conclusion.

10. File Lien Rights

Attorney reserves the right to retain copies of Client's file (but not originals belonging to Client) until all outstanding fees and costs are paid. Original documents belonging to Client will be returned promptly upon request regardless of outstanding balances, subject to applicable state rules.

11. Dispute Resolution and Governing Law

Any fee dispute shall be submitted to the [________________________________] State Bar or County Bar fee arbitration program before litigation. This Agreement is governed by the laws of the State of [________________________________]; venue for unresolved disputes is [________________________________] County. This Agreement constitutes the entire understanding regarding the flat fee engagement. Amendments must be in writing and signed by both parties.

12. Signatures and Acknowledgements

By signing below, Client acknowledges:
☐ Reading and understanding this Agreement
☐ The services included and excluded from the flat fee
☐ The flat fee payment schedule
☐ The trust account treatment selected (Option A or Option B)
☐ The right to seek independent counsel before signing
☐ Receipt of a copy of this signed Agreement

CLIENT SIGNATURE:

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

Printed Name: [________________________________]

Title (if entity): [________________________________]

SECOND CLIENT / AUTHORIZED REPRESENTATIVE (if applicable):

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

Printed Name: [________________________________]

ATTORNEY / LAW FIRM:

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

Printed Name: [________________________________]

Title: [________________________________]

Firm: [________________________________]

State Bar Number: [____________________]

Appendix A — Change Order Template

Matter: [________________________________]

Change Order No.: [____]

Description of Additional Services:
[________________________________]

Additional Fee for This Change Order: $[________________________________]

Treatment: ☐ Added to IOLTA ☐ Earned upon receipt (if applicable)

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

Sources and References

• ABA Model Rule 1.5: https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_5_fees/
• ABA Model Rule 1.15: https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_15_safekeeping_property/
• CA Rule 1.5(f) (Flat Fee Rules): https://www.calbar.ca.gov/Portals/0/documents/rules/Rule_1.5-Exec_Summary-Redline.pdf
• CA Rule 1.15 (Safekeeping Funds): https://www.calbar.ca.gov/Portals/0/documents/rules/Rule_1.15-Exec_Summary-Redline.pdf
• CA Bus. & Prof. Code § 6148: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=6148.&lawCode=BPC
• NY Non-Refundable Fees: https://www.newyorklegalethics.com/non-refundable-fees-pitfalls-safe-harbors/