Of Counsel Agreement Template

This Of Counsel Agreement ("Agreement") is made on [Date] between [Law Firm Name] ("Firm") and [Attorney Name] ("Of Counsel").

1. Relationship

• Of Counsel will maintain an ongoing relationship with Firm characterized by [part-time practice/subject matter expertise].
• Of Counsel is not a partner or associate and has no authority to bind Firm except as expressly authorized.

2. Duties and Responsibilities

• Provide legal services in practice areas: [Areas].
• Participate in client development, marketing, and training as agreed.
• Maintain communication with Firm attorneys on shared matters and follow Firm procedures for file management, conflicts, billing.

3. Compensation

• Compensation structure: [Hourly rate, percentage of collected fees, retainer].
• Billing and collection procedures; Firm invoicing and payment schedule.
• Reimbursement of expenses (CLE, bar dues, malpractice insurance) as specified.

4. Malpractice Insurance and Licensure

• Of Counsel must maintain active law license in [Jurisdictions] and provide proof annually.
• Of Counsel covered under Firm’s malpractice policy ☐ yes ☐ no; if no, provide proof of independent coverage naming Firm as additional insured.

5. Conflicts of Interest and Confidentiality

• Of Counsel agrees to comply with Firm conflict-checking procedures before accepting matters.
• Confidentiality obligations consistent with professional rules and Firm policies.
• Disclosure of external clients and engagements for conflict assessment.

6. Use of Firm Resources

• Office space, support staff, technology access, and administrative services provided (if any) and associated costs.
• Email domain usage, business cards, marketing materials referencing Of Counsel status.

7. Term and Termination

• Agreement effective [Date]; continues until terminated by either party upon [Number] days’ written notice.
• Immediate termination for cause (ethical violations, malpractice, nonpayment).
• Return of Firm property and client files upon termination.

8. Non-Solicitation and Non-Disparagement

• Of Counsel agrees not to solicit Firm clients or employees for [Number] months after termination (subject to ethics rules).
• Parties agree to refrain from disparaging statements.

9. Independent Contractor Status

• Of Counsel is an independent contractor; responsible for taxes, benefits, insurance (unless otherwise stated).

10. Dispute Resolution

• Disputes resolved through [mediation/arbitration] under [rules]; venue [City, State].

11. Miscellaneous

• Governing law: [State].
• Entire agreement, amendment, assignment, notices, counterparts.

Signatures

Law Firm: [Firm Name]
By: ____
Name: [Managing Partner]
Title: [Title]
Date: __

Of Counsel: ____ Date: __

Attach schedules detailing compensation formulas, resource allocations, or specific client arrangements.