INSURANCE DEFENSE RETAINER AGREEMENT

PANEL COUNSEL ENGAGEMENT FOR INSURANCE DEFENSE REPRESENTATION

AGREEMENT DATE: [__/__/____]

ATTORNEY/FIRM INFORMATION

Firm Name: [________________________________]
Primary Contact Attorney: [________________________________]
Bar Number: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]
Federal Tax ID: [________________________________]

INSURANCE COMPANY INFORMATION

Company Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Claims Contact: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ARTICLE 1: PURPOSE AND RELATIONSHIP

1.1 Panel Counsel Designation

Insurance Company hereby designates Attorney/Firm as approved panel counsel for the defense of claims against Insurance Company's insureds within the jurisdictions and practice areas specified herein.

1.2 Tripartite Relationship Acknowledgment

The parties acknowledge the unique nature of insurance defense representation:

☐ Attorney represents the insured as client in the defense of covered claims
☐ Insurance Company has engaged and compensates Attorney pursuant to the insurance policy
☐ Attorney owes duties of competence, diligence, and loyalty to the insured
☐ Attorney must maintain professional independence in rendering legal services
☐ In the event of conflict between Insurance Company and insured, Attorney's duties run to the insured

1.3 Lines of Insurance Covered

This Agreement covers defense assignments for the following lines:

☐ Commercial General Liability (CGL)
☐ Professional Liability/Errors & Omissions
☐ Directors & Officers (D&O)
☐ Employment Practices Liability (EPL)
☐ Products Liability
☐ Automobile Liability
☐ Homeowners/Personal Liability
☐ Medical Malpractice
☐ Construction Defect
☐ Environmental Liability
☐ Cyber Liability
☐ Other: [________________________________]

1.4 Geographic Coverage

Attorney is approved for assignments in:

☐ All states where Attorney is licensed
☐ Specific states: [________________________________]
☐ Specific courts: [________________________________]
☐ Federal courts in: [________________________________]

ARTICLE 2: ASSIGNMENT OF MATTERS

2.1 Assignment Process

☐ Insurance Company will assign specific matters to Attorney by written referral
☐ Each assignment constitutes a separate engagement under this Agreement
☐ Attorney may decline assignments based on conflicts, capacity, or other good cause
☐ Attorney must respond to assignment within [____] business days

2.2 Assignment Information

Each assignment referral will include:

☐ Claim number
☐ Insured name and contact information
☐ Policy information (policy number, limits, deductible, endorsements)
☐ Plaintiff/claimant information
☐ Complaint/demand and all pleadings
☐ Coverage determination or reservation of rights letter
☐ Prior counsel file (if applicable)
☐ Special handling instructions

2.3 Conflicts Check

Attorney will:

☐ Perform conflicts check within [____] business days of assignment
☐ Notify Insurance Company immediately of any conflict
☐ Decline assignment if conflict cannot be waived
☐ Maintain conflicts database compliant with professional responsibility rules

ARTICLE 3: SCOPE OF DEFENSE SERVICES

3.1 Standard Defense Services

Attorney agrees to provide the following services as part of standard defense:

Initial Case Assessment:
☐ Prompt contact with insured within [____] business days of assignment
☐ Initial case evaluation and strategy recommendation
☐ Coverage issues identification
☐ Early case assessment report

Pleadings and Motions:
☐ Answer and affirmative defenses
☐ Responsive motions (motion to dismiss, motion for more definite statement)
☐ Discovery motions
☐ Summary judgment motions (with prior approval if required)
☐ Motions in limine

Discovery:
☐ Written discovery (interrogatories, document requests, admissions)
☐ Depositions (within approved limits)
☐ Defense medical/expert examinations
☐ Expert witness coordination
☐ Subpoenas to third parties

Trial:
☐ Trial preparation
☐ Trial attendance and advocacy
☐ Post-trial motions

Case Management:
☐ Regular status reports
☐ Budget preparation and monitoring
☐ Settlement evaluation and negotiation
☐ Mediation attendance

3.2 Services Requiring Prior Approval

The following services require advance written approval from Insurance Company:

☐ Retention of expert witnesses exceeding $[________________________________]
☐ Focus groups or mock trials
☐ Depositions exceeding [____] per case
☐ Out-of-state travel
☐ Appeal (separate budget required)
☐ Summary judgment motion (in some jurisdictions)
☐ Investigative services exceeding $[________________________________]
☐ E-discovery vendors/consultants
☐ Expenses exceeding $[________________________________]
☐ Other: [________________________________]

ARTICLE 4: BILLING GUIDELINES COMPLIANCE

4.1 Billing Guidelines

Attorney agrees to comply with Insurance Company's Litigation Management and Billing Guidelines ("Guidelines") attached hereto as Exhibit A and incorporated by reference.

4.2 Key Billing Requirements

Time Recording:
☐ Actual time recorded in tenths of an hour (6-minute increments)
☐ No block billing (each task billed separately)
☐ Contemporaneous time entry required
☐ Detailed task descriptions required

Prohibited Charges:
☐ Administrative or clerical tasks
☐ Internal conferences (unless pre-approved)
☐ Training or learning new area of law
☐ Proofreading
☐ Travel time (unless pre-approved)
☐ Multiple attorneys at depositions/hearings (unless pre-approved)
☐ Duplicative research
☐ File organization/review upon assignment
☐ Other items per Guidelines

Staffing:
☐ Maximum [____] attorneys per case without approval
☐ Maximum [____] paralegal(s) per case
☐ Senior attorney supervision required
☐ Work assigned to appropriate billing level

4.3 Electronic Billing

☐ Attorney will submit invoices through: [________________________________]
☐ LEDES billing format required (specify version): [________________________________]
☐ Task-based billing codes required (UTBMS/ABA codes)
☐ Monthly invoice submission required
☐ Invoices due within [____] days of month end

4.4 Billing Disputes

☐ Insurance Company may reduce or reject charges not compliant with Guidelines
☐ Attorney may appeal reductions within [____] days
☐ Disputed amounts may be escalated to: [________________________________]

ARTICLE 5: RATES AND FEES

5.1 Approved Hourly Rates

5.2 Rate Adjustments

☐ Rates are fixed for [____] year(s) from Agreement date
☐ Rate increase requests must be submitted in writing [____] days before effective date
☐ Rate increases require written approval from Insurance Company
☐ Maximum annual rate increase: [____]%
☐ New matter rates apply to new assignments only unless agreed

5.3 Alternative Fee Arrangements

For appropriate cases, the parties may agree to:

☐ Flat fee for specific phases or entire case
☐ Fee cap for case or phase
☐ Contingent/success fee component
☐ Portfolio-based fee arrangement
☐ Blended rate of $[________________________________]/hour

Such arrangements require separate written agreement for each case.

5.4 Expense Reimbursement

Reimbursable expenses (at cost unless noted):
☐ Court filing fees
☐ Service of process
☐ Deposition transcripts
☐ Expert witness fees (pre-approved)
☐ Photocopies: $[____] per page
☐ Travel expenses (pre-approved, at actual reasonable cost)
☐ Westlaw/Lexis research: ☐ Pass-through ☐ Not reimbursed
☐ Overnight delivery (when necessary)
☐ Long-distance telephone (when significant)

Non-reimbursable expenses:
☐ Local travel
☐ Meals (unless travel)
☐ Postage
☐ Local telephone
☐ Office supplies
☐ Overhead allocations

ARTICLE 6: CASE MANAGEMENT AND REPORTING

6.1 Initial Case Evaluation

Within [____] days of assignment, Attorney shall provide:

☐ Liability assessment
☐ Damages assessment
☐ Coverage issues identified
☐ Recommended strategy
☐ Case budget (litigation plan)
☐ Settlement evaluation range
☐ Key deadlines

6.2 Status Reports

Attorney shall provide status reports:

☐ Monthly
☐ Quarterly
☐ Upon significant development
☐ Upon request

Status reports shall include:
☐ Case summary and current status
☐ Recent activities
☐ Upcoming activities and deadlines
☐ Discovery status
☐ Settlement status and evaluation
☐ Budget status (actual vs. projected)
☐ Recommendations

6.3 Case Budget

Attorney shall prepare and maintain:

☐ Initial case budget within [____] days of assignment
☐ Phase-by-phase cost projection
☐ Monthly budget variance reporting
☐ Budget revision requests (when 10%+ variance anticipated)

6.4 Settlement Authority

☐ Attorney shall communicate all settlement demands to Insurance Company
☐ Attorney shall provide settlement evaluation and recommendation
☐ Settlement authority rests with Insurance Company (within policy limits)
☐ Insured consent required for settlements affecting insured's interests
☐ Attorney shall not settle without authorization

6.5 Adverse Developments

Attorney shall immediately notify Insurance Company of:

☐ Coverage issues identified
☐ Excess exposure/potential bad faith
☐ Conflict between Insurance Company and insured
☐ Insured non-cooperation
☐ Adverse rulings
☐ Sanctions or ethics complaints
☐ Trial or arbitration date set

ARTICLE 7: INSURED CLIENT RELATIONSHIP

7.1 Attorney-Client Relationship with Insured

☐ Attorney's client is the insured, not the Insurance Company
☐ Attorney owes all professional duties to the insured
☐ Attorney-client privilege belongs to the insured
☐ Attorney must zealously represent insured's interests within ethical bounds

7.2 Communication with Insured

Attorney shall:

☐ Maintain regular communication with insured
☐ Inform insured of case developments
☐ Consult insured on strategy decisions
☐ Inform insured of settlement offers and negotiations
☐ Obtain insured's consent where required

7.3 Conflicts of Interest

Attorney shall immediately notify Insurance Company and insured if:

☐ Coverage dispute creates conflict
☐ Excess exposure exists
☐ Insured's and Insurance Company's interests diverge
☐ Reservation of rights affects defense strategy
☐ Cross-claims between insureds
☐ Punitive damages claimed (where uninsurable)

Upon conflict:
☐ Attorney will advise insured of right to independent counsel
☐ Attorney will cooperate with Cumis/independent counsel if appointed
☐ Attorney may be required to withdraw depending on conflict nature

7.4 Reservation of Rights Defense

When defending under reservation of rights:

☐ Attorney shall not develop facts to assist coverage denial
☐ Attorney shall not share privileged communications adverse to insured
☐ Attorney shall inform insured of potential for coverage denial
☐ Coverage counsel communications are separate from defense file

ARTICLE 8: CONFIDENTIALITY AND DATA SECURITY

8.1 Confidential Information

Attorney agrees to maintain confidentiality of:

☐ Insurance Company's claim handling procedures and reserves
☐ Insurance Company's business information
☐ Insured's privileged communications
☐ Case strategy and evaluations
☐ Settlement discussions

8.2 Data Security

Attorney agrees to:

☐ Maintain reasonable security measures for electronic data
☐ Comply with Insurance Company's data security requirements (if any)
☐ Promptly notify Insurance Company of any data breach
☐ Use encrypted email for sensitive communications
☐ Maintain secure file storage

8.3 File Retention

☐ Attorney shall retain files for [____] years after case closure
☐ Electronic file retention is acceptable
☐ Original documents returned to Insurance Company or insured
☐ File destruction per Attorney's retention policy after retention period

ARTICLE 9: COMPLIANCE AND PERFORMANCE

9.1 Professional Responsibility

Attorney warrants:

☐ Licensed and in good standing in all relevant jurisdictions
☐ Adequate malpractice insurance: minimum $[________________________________] per claim
☐ Will notify Insurance Company of any bar discipline
☐ Will comply with all applicable rules of professional conduct

9.2 Performance Standards

Attorney agrees to:

☐ Handle assigned matters with competence and diligence
☐ Meet all court deadlines
☐ Maintain adequate staffing for assigned matters
☐ Participate in Insurance Company's training programs (if any)
☐ Respond to Insurance Company inquiries within [____] business days

9.3 Quality Review

Insurance Company may:

☐ Review Attorney's performance periodically
☐ Conduct file audits
☐ Request client satisfaction feedback
☐ Evaluate outcomes and costs

ARTICLE 10: INDEMNIFICATION AND INSURANCE

10.1 Attorney Indemnification

Attorney agrees to indemnify and hold harmless Insurance Company from:

☐ Attorney's negligence or malpractice
☐ Attorney's breach of this Agreement
☐ Sanctions or penalties arising from Attorney's conduct
☐ Attorney's violation of applicable rules or laws

10.2 Professional Liability Insurance

Attorney shall maintain:

☐ Professional liability insurance with minimum limits of $[________________________________] per claim / $[________________________________] aggregate
☐ Insurance Company named as additional insured (if permitted)
☐ Notice to Insurance Company upon policy cancellation or material change
☐ Evidence of coverage upon request

ARTICLE 11: TERM AND TERMINATION

11.1 Term

☐ This Agreement is effective for [____] year(s) from the date first written above
☐ This Agreement automatically renews for successive [____]-year terms unless terminated
☐ This Agreement continues until terminated by either party

11.2 Termination

Either party may terminate this Agreement:

☐ Without cause upon [____] days written notice
☐ Immediately for cause (material breach, loss of license, ethical violation)

11.3 Effect of Termination on Pending Matters

Upon termination:

☐ Attorney will complete pending matters unless otherwise directed
☐ Insurance Company may reassign pending matters to other counsel
☐ Attorney will cooperate with transition to successor counsel
☐ Attorney will provide final invoices within [____] days
☐ File transfer to occur within [____] days of request

11.4 Survival

The following provisions survive termination:

☐ Confidentiality obligations
☐ Indemnification
☐ File retention
☐ Billing for services rendered before termination

ARTICLE 12: GENERAL PROVISIONS

12.1 Independent Contractor

Attorney is an independent contractor, not an employee or agent of Insurance Company except for purposes of representing insureds.

12.2 Non-Exclusivity

This Agreement is non-exclusive. Insurance Company may retain other counsel, and Attorney may represent other clients (subject to conflict rules).

12.3 Assignment

This Agreement may not be assigned without written consent of both parties.

12.4 Amendment

This Agreement may only be amended by written instrument signed by both parties.

12.5 Governing Law

This Agreement shall be governed by the laws of the State of [________________________________].

12.6 Dispute Resolution

Disputes arising from this Agreement shall be resolved by:

☐ Mediation followed by binding arbitration
☐ Litigation in [________________________________]

12.7 Severability

If any provision of this Agreement is unenforceable, the remaining provisions shall continue in effect.

12.8 Entire Agreement

This Agreement, including all exhibits, constitutes the entire agreement between the parties.

ARTICLE 13: SIGNATURES

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement.

INSURANCE COMPANY:

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

ATTORNEY/FIRM:

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

EXHIBIT A: LITIGATION MANAGEMENT AND BILLING GUIDELINES

[Insurance Company to attach current Billing Guidelines]

Key Guidelines Summary:

Staffing Requirements:
- Maximum attorneys per file without approval: [____]
- Partner supervision required: ☐ Yes ☐ No
- Paralegal utilization encouraged for appropriate tasks

Billing Requirements:
- Time recorded in 0.1 hour increments
- No block billing
- No vague entries ("attention to file," "research")
- Same-day time entry preferred

Pre-Approval Required:
- Expert retention over $[________________________________]
- Depositions over [____] total
- Motions for summary judgment (in some cases)
- Focus groups or mock trials
- Appeal
- Out-of-state travel

Non-Reimbursable Items:
- Administrative tasks
- Clerical work
- First review of file upon assignment
- Multiple attorney attendance without approval
- Overhead costs

EXHIBIT B: APPROVED TIMEKEEPERS

New timekeepers require prior approval before billing to Insurance Company matters.

SOURCES AND REFERENCES

• ABA Model Rules of Professional Conduct, Rules 1.7, 1.8(f), 5.4(c)
• PRISM Liability Defense Counsel Standards (2025)
• The Hartford Panel Counsel Billing Guidelines
• ABA Standing Committee on Ethics Opinion 01-421 (Insurance Defense)
• Restatement (Third) of the Law Governing Lawyers § 134

This template is provided for informational purposes only and should be reviewed by legal counsel and ethics advisors familiar with insurance defense relationships in the applicable jurisdiction.