# Engagement Letter Templates

## Overview

Engagement letters establish the attorney-client relationship, define scope, and set expectations. They are essential for avoiding disputes and ensuring clarity on fees, responsibilities, and limitations.

## Hourly Fee Engagement Letter

```
[FIRM LETTERHEAD]

[Date]

[Client Name]
[Address]

RE: Engagement for Legal Services - [Matter Description]

Dear [Client Name]:

Thank you for selecting [Firm Name] to represent you in connection with
[brief matter description]. This letter confirms the terms of our engagement.

SCOPE OF REPRESENTATION

We will represent you in [detailed description of legal matter]. Our
representation includes [specific services]. Our representation does not
include [exclusions, e.g., appeals, related matters, tax advice, etc.].

RESPONSIBLE ATTORNEYS

[Partner Name], Partner, will have primary responsibility for this matter.
[Associate Name] and other attorneys and legal professionals may assist
as appropriate.

FEES AND BILLING

Our fees are based on time spent on the matter. Current hourly rates for
attorneys expected to work on this matter are:

[Partner Name], Partner          $[XXX] per hour
[Associate Name], Associate      $[XXX] per hour
Paralegals                       $[XXX] per hour

Rates are subject to annual adjustment, typically in [month]. We will
notify you of any rate changes.

We bill monthly for services rendered in the prior month. Invoices are
due within 30 days of receipt. We reserve the right to suspend work if
invoices remain unpaid for more than 60 days.

RETAINER

We require an initial retainer of $[amount], which we will hold in our
client trust account. We will apply the retainer against fees and costs
as incurred. We may request replenishment of the retainer if the balance
falls below $[amount]. Any unused retainer will be refunded at the
conclusion of the matter.

COSTS AND EXPENSES

In addition to legal fees, you are responsible for costs and expenses
incurred on your behalf, including but not limited to:
- Filing fees and court costs
- Service of process fees
- Deposition and transcript costs
- Expert witness fees
- Travel expenses
- Copying and printing charges
- Electronic research charges

We will seek your approval before incurring any single expense
exceeding $[amount].

COMMUNICATION

We will keep you informed of significant developments. You agree to
respond promptly to requests for information or decisions. You may
contact us by [preferred contact methods].

CLIENT RESPONSIBILITIES

You agree to:
- Provide complete and accurate information
- Respond promptly to communications
- Appear at scheduled meetings, depositions, and hearings
- Pay invoices promptly
- Make decisions on settlement and strategy after our advice

TERMINATION

Either party may terminate this engagement upon written notice. You may
terminate at any time. We may withdraw for reasons permitted by the Rules
of Professional Conduct, including non-payment of fees. Upon termination,
you remain responsible for fees and costs incurred through termination.

DOCUMENT RETENTION

At the conclusion of the matter, we will return original documents to you.
We will retain our file for [X] years, after which it may be destroyed.

AGREEMENT

If these terms are acceptable, please sign and return the enclosed copy.
Your signature indicates agreement to all terms. We look forward to
working with you.

Sincerely,

[Attorney Name]
[Firm Name]

AGREED AND ACCEPTED:

_________________________________    _______________
[Client Name]                         Date
```

## Contingency Fee Engagement Letter

```
[FIRM LETTERHEAD]

[Date]

[Client Name]
[Address]

RE: Contingency Fee Agreement - [Matter Description]

Dear [Client Name]:

This letter sets forth the terms of our representation in your
[personal injury/employment/other] matter against [defendant(s)].

SCOPE OF REPRESENTATION

We agree to represent you in pursuing claims for [describe claims] arising
from [describe incident/circumstances]. This representation includes
negotiation, litigation through trial, and any appeals you authorize.

CONTINGENCY FEE

Our fee will be a percentage of the gross recovery obtained on your behalf:

- 33 1/3% if resolved before filing a lawsuit
- 40% if resolved after filing but before trial
- 45% if resolved during or after trial
- 45% of any appellate recovery (if appeal is necessary)

"Gross recovery" means the total amount recovered, before deduction of
costs and expenses.

If no recovery is obtained, you owe no attorney fees.

COSTS AND EXPENSES

You are responsible for litigation costs, regardless of outcome, including:
- Court filing fees
- Service of process
- Medical record retrieval
- Expert witness fees
- Deposition costs
- Investigation expenses
- Travel expenses

We will advance these costs on your behalf. Costs will be reimbursed
from any recovery before the contingency fee is calculated. If there
is no recovery, you remain responsible for costs incurred.

Estimated costs for this matter: $[X,XXX] to $[XX,XXX]

We will not incur any single cost exceeding $[amount] without your
prior approval.

FEE CALCULATION EXAMPLE

Example: $100,000 settlement after filing lawsuit
- Gross Recovery:                $100,000
- Less Costs (example):         -$ 10,000
- Net After Costs:               $ 90,000
- Attorney Fee (40% of gross):  -$ 40,000
- Client Net Recovery:           $ 50,000

SETTLEMENT AUTHORITY

All decisions regarding settlement are yours. We will advise you on
offers received, but you make the final decision. We cannot settle
without your express authorization.

TERMINATION

You may terminate this agreement at any time. If you terminate before
resolution:
- If you recover nothing, you owe us our reasonable hourly fees for
  work performed, not to exceed the contingency amount
- If you recover within [12 months] of termination, we are entitled
  to the full contingency fee

We may withdraw for reasons permitted by the Rules of Professional
Conduct. If we withdraw without cause, we waive any claim to fees.

LIEN

We will have an attorney's lien on any recovery to secure payment of
fees and costs owed.

AGREEMENT

Please sign below to confirm your agreement.

Sincerely,

[Attorney Name]

AGREED:

_________________________________    _______________
[Client Name]                         Date
```

## Flat Fee Engagement Letter

```
[FIRM LETTERHEAD]

[Date]

[Client Name]
[Address]

RE: Flat Fee Engagement - [Matter Description]

Dear [Client Name]:

We are pleased to represent you in [matter description] for a fixed fee
as described below.

SCOPE OF REPRESENTATION

Our flat fee covers the following services:
[List specific services included]

- [Service 1]
- [Service 2]
- [Service 3]

The following services are NOT included and will be billed separately
at our standard hourly rates if required:
- [Exclusion 1]
- [Exclusion 2]
- [Exclusion 3]

FLAT FEE

The fixed fee for the services described above is $[amount].

Payment terms:
- $[amount] due upon signing this agreement
- $[amount] due upon [milestone]
- $[amount] due upon completion

The flat fee is earned upon receipt and is non-refundable except as
required by the Rules of Professional Conduct.

SCOPE CHANGES

If the matter becomes more complex than anticipated, or if services
outside the defined scope are needed, we will notify you and provide
a revised fee estimate before proceeding. Examples of potential
scope changes:
- [Example 1]
- [Example 2]

COSTS AND EXPENSES

The flat fee does not include costs and expenses such as:
- Filing fees: $[estimate]
- Recording fees: $[estimate]
- [Other costs]

We will invoice costs separately as incurred.

TIMELINE

We estimate completing this matter within [timeframe], assuming timely
receipt of required information and documents from you.

COMMUNICATION

The flat fee includes reasonable communication regarding this matter.
We will respond to inquiries within [X] business days.

TERMINATION

If you terminate before completion, you will be entitled to a refund
of any unearned portion of the flat fee, calculated based on work
completed.

AGREEMENT

Please sign and return with your initial payment.

Sincerely,

[Attorney Name]

AGREED:

_________________________________    _______________
[Client Name]                         Date
```

## Key Terms Checklist

### Required Elements

- [ ] Identification of client
- [ ] Scope of representation
- [ ] Fee arrangement (type and amount)
- [ ] Billing frequency and payment terms
- [ ] Cost responsibility
- [ ] Retainer terms (if applicable)
- [ ] Termination provisions
- [ ] File retention policy

### Recommended Elements

- [ ] Responsible attorneys
- [ ] Staffing expectations
- [ ] Communication expectations
- [ ] Client responsibilities
- [ ] Dispute resolution
- [ ] Conflict waiver (if applicable)
- [ ] Interest on late payments
- [ ] E-billing requirements

### Matter-Specific Terms

**Litigation**
- [ ] Settlement authority
- [ ] Appeal coverage
- [ ] Expert witness budget
- [ ] Trial coverage

**Transactions**
- [ ] Closing conditions
- [ ] Regulatory filing coverage
- [ ] Opinion letter scope
- [ ] Post-closing support

**Corporate**
- [ ] Subsidiary coverage
- [ ] Board/committee attendance
- [ ] Affiliated entity scope
- [ ] Standing authority

## Fee Arrangement Comparison

| Type | Best For | Risk Allocation |
|------|----------|-----------------|
| Hourly | Unpredictable scope | Client bears duration risk |
| Flat Fee | Defined scope | Firm bears efficiency risk |
| Contingency | Plaintiff recovery | Firm bears outcome risk |
| Hybrid | Complex matters | Shared risk |
| Capped | Controlled budget | Client has ceiling protection |
| Success Fee | Transaction closings | Performance incentive |