This Attorney-Client Engagement Letter Template must be used by an attorney to
clearly establish the relationship with the client. This template sets forth all the crucial
terms, including, but not limited to, scope of services, reporting, staffing, fees and costs,
and termination of representation. This template can be modified to guarantee a
personalized final product. This document is ideal for attorneys or law firms that want to
disclose and clarify the scope of their relationship with the client.
Attorney-Client Engagement Letter Template
_________________ [Instructions: Insert date]
_________________ [Instructions: Insert name and address of recipient]
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
VIA _________________ [Instructions: Insert means of sending communication. e.g., email,
Re: Engagement and Fee Agreement for Legal Services
Dear _________________ [Instructions: Insert name of recipient]:
We are very pleased you have chosen us as legal counsel to represent _______________
[Instructions: Insert name of party receiving counsel] (the “Company” or “you”). We believe
that a clear understanding regarding the terms of representation is fundamental to a good
relationship between attorney and client. The State Bar of California requires us to have a
written fee agreement with our clients. Accordingly, this letter confirms the terms of our
representation of you, and we ask that you sign and return a copy of this letter, and wire the trust
account deposit specified below, to indicate your agreement to them.
SCOPE OF SERVICES TO BE PROVIDED
You have asked that we represent the Company in connection with a dispute that has arisen
between the Company and _______________ [Instructions: Insert names of the other parties
to the dispute] and the related litigation. You have requested that our firm represent you in
connection with this litigation (referred to herein as the “Action”).
Unless a new agreement is made, this fee agreement will apply to any other services we provide
to you as well. However, we do reserve the right to review and modify our fee arrangements
whenever the scope of our engagement is changed, and we may require a new fee agreement if
additional or other services are required.
We understand that, in rendering our services in this matter, we should report to
_______________ [Instructions: Insert the name of the contact person]. We will report
regularly on the status of this matter, and also will report significant developments as they occur.
It is also our practice to provide copies, by _______________ [Instructions: Insert means of
communication. e.g., email in PDF or letter], to the client of all significant documents, letters
and other materials that we generate or receive.
We ask that you remain in close contact with us, and that you be available to consult with us as
developments occur. We also ask that you advise us immediately of any problems or
developments of which you become aware relating to this matter or our representation.
_______________ [Instructions: Set forth who will be working on the case and provide
FEES AND COSTS
We establish an hourly rate for each attorney, or timekeeper, in our firm. Those rates are based
upon a variety of factors, including the experience and expertise of each individual, and are
adjusted by the firm from time to time. Our rates are subject to adjustment. Our rates are
generally increased effective as of _______________ [Instructions: Insert date] of each year.
Our services in this matter will be billed to you at the hourly rates in effect for the period during
which the services are rendered, in _______________ [Instructions: Insert billing increment.
e.g., quarter-hour] increments.
At present, our hourly rates are as follows: _______________ [Instructions: Set forth rates for
each person working for the client]. In return, we want to make certain that our invoices are
paid monthly as they are rendered. Statements are due within _______________ [thirty (30)]
[Comment: These numbers are not provided for by law, but can be any number the user
chooses] days of our rendering them to you.
In addition to our hourly fees, we will bill you for items of cost and expense incurred in our work
on this matter. Items which will be charged separately include copying, messenger services,
court filing fees, postage and express services, a long distance telephone fee, telecopying,
computerized legal research, support staff overtime when necessary, and similar items. Where
appropriate, we may engage third-party providers to perform specific services including without
limitation, document control vendors, court reporters, investigators, etc. If costs to third-party
providers will be incurred over _______________ [Instructions: Insert amount] dollars, we
may require that you make direct payment to the provider. A copy of the cost and expense
schedule currently utilized by the firm at the time of execution of this agreement is attached
hereto. As with our hourly rates, the cost and expense schedule is generally updated on
_______________ [Instructions: Set forth date] of each year. By signing and returning this
agreement, you agree to pay for the services that we render and to pay for other charges that are
incurred in the course of this representation.
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Prior to undertaking any representation in litigation, it is our practice to require a trust deposit to
provide assurance of payment of our fees and costs. We will require an initial trust account
deposit from you, which can be wired to our trust account in the amount of _______________
[Instructions: Set forth amount of deposit] dollars. Wire instructions are as follows:
_______________ [Instructions: Set forth wire instructions]
The trust deposit is neither an advance payment of our fees nor a sum we hold to apply routinely
to our statements. We will hold your trust deposit as security throughout our agreement (like a
landlord does with a tenant’s security deposit) and you agree to pay statements with other funds
as provided in this letter. If you fail to pay a statement timely, we may apply the trust deposit to
pay it after your time to object to the statement has expired. We may require you to provide
further security, add to or increase the amount of your trust deposit if necessary to ensure the
payment of our fees and costs.
The trust deposit is not an estimate and does not establish either minimum or maximum fees and
costs that may be incurred. Usually, if litigation ensues, it will cost far more than
_______________ [Instructions: Insert estimate of costs] to defend or prosecute. Any funds
remaining after our work has been completed and our statements have been paid will be returned
to you. Similarly, if our statements exceed amounts on deposit, you will be obligated to pay that
excess. We cannot provide tax advice and suggest you discuss tax issues with your accountant
and tax advisor.
[Comment: A trust deposit provides extra security for an attorney in ensuring that the
attorney is paid. It is not required, and the User may wish to remove this section]
We will deliver statements for fees and costs within approximately the first two weeks of each
month for services and costs posted during the preceding month. Services and costs not posted
as of the monthly closing date will appear on a subsequent bill. Recognizing that most legal
services are performed outside of the view of the client, it is our policy to describe the services
performed in some detail, so that you will understand fully the work we have done and the
charges for that work.
Statements are due upon presentation. Statements are past due _______________ [thirty (30)]
[Comment: This number is not provided for by law, but can be any number the user
chooses] days after the date that the statement is delivered.
If you have any questions about or objections to a statement, we will be pleased to discuss them
with you and to provide any additional explanation of our work that you may require. It is
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essential that, if you do have questions or objections, you advise us promptly so that we may
resolve any difficulties as quickly as possible and avoid any interference with our attorney-client
relationship. You agree that if you have not informed us of questions or objections within
_______________ [sixty (60)] [Comment: This number is not provided for by law, but can
be any number the user chooses] calendar days after the date of a statement, that statement will
be conclusively regarded as accepted and approved by you, and that thereafter you will not be
entitled to object to that statement.
In the event that any statement is not paid as required by this agreement, we will have the right at
any time to discontinue further services on this matter and on any other pending matter for you,
and to withdraw as your counsel in any pending proceeding. In connection with any such
withdrawal, we will have the right to file a copy of or otherwise disclose this fee agreement in
the proceeding. Please be aware that it is our normal policy to discontinue further work in the
event of nonpayment.
CHARGE ON PAST DUE BALANCES
A charge of _______________ [one (1)] [Comment: This number is not provided for by law,
but can be any number the user chooses] percent per month will be added to all past due
balances, commencing _______________ [ninety (90)] [Comment: This number is not
provided for by law, but can be any number the user chooses] calendar days after the closing
date specified on each statement. This charge represents our reasonable endeavor to estimate fair
compensation for our administrative expenses and the costs to the firm which will result from a
default in payment of our statements when due. This estimate is made because our actual
damages would be impracticable or extremely difficult to fix. This charge does not delay the
time at which payment is due.
TERMINATION OF REPRESENTATION
You have the right to determine at any time that you do not wish us to provide further services.
If at any time you do wish to terminate our representation, you should so advise us in writing.
Similarly, we have the right to withdraw from the representation at any time for any reason
consistent with the California Rules of Professional Conduct, including any dispute about or
failure to honor this fee agreement. If we decide to withdraw from the representation, we will so
advise you in writing, and you agree that you will execute any necessary substitutions of counsel
or other pleadings consenting to our withdrawal from any pending action.
In the event that the representation is terminated by either of us, we will then render a final
statement of our fees and costs.
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We each agree that in the event of any dispute concerning or arising out of or related to, a
claimed breach of this letter agreement, our engagement, and/or the professional services
rendered by the firm, or your failure to pay for professional services and other expenses
specified, or any other disagreement of any nature, type or description regardless of the facts or
legal theories which may be involved, such dispute shall be resolved by confidential binding
arbitration. Such dispute will be submitted to confidential binding arbitration only in
_______________ [Instructions: Insert county and state]. The arbitrator’s award in any such
proceeding shall be final and binding, and a judgment upon such award may be enforced by any
court of competent jurisdiction. Should you elect to have any fee dispute arbitrated pursuant to
non-binding arbitration under statutory or case law, then such non-binding arbitration shall
determine only the issue of the amount of fees properly chargeable to you. Any other claims or
disputes between us, including claims for professional negligence, shall remain subject to
binding arbitration pursuant to this agreement.
This letter is made and shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of _______________ [Instructions: Insert state], without regard to the
conflict of laws principles thereof, as the same apply to agreements solely by residents of
_______________ [Instructions: Insert state] and wholly to be performed within
_______________ [Instructions: Insert state].
VENUE: SUBMISSION TO JURISDICTION
We each agree to submit to the jurisdiction of any state or federal court sitting in
_______________ [Instructions: Insert location] in any action or proceeding arising out of or
relating to the enforcement of the arbitration provisions of this letter and agree not to bring any
such action or proceeding in any other court. We each agree to waive any defense of
inconvenient forum to the maintenance of any action or proceeding so brought and each of us
hereby waives any bond, surety, or other security that may be required of any other party with
As your attorneys, anything you explain to us is protected by the attorney-client privilege. This
is to encourage candid discussions between attorney and client so that each of them may feel
comfortable that they can confide totally and without reservation in the other party and that the
information being provided will not be reported to any third parties, unless authorized by you.
It is important that you do not discuss this matter with any other persons, particularly strangers.
Such persons are not protected by the attorney-client privilege and could be witnesses against
you at some later time if something should inadvertently be said that is harmful to you, or
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interpreted by someone else in an adverse manner. Any inquiries from any other persons
interested in this matter should be referred directly to me or my office. You are free to discuss
the general subject of the matter with your family and friends and to let them know where the
matter stands, but it would be better if you did not go into any great detail concerning the matter
with any outsiders or strangers, no matter how reliable and discreet they may appear to you.
Although we have set out the terms of our representation in the form of a letter, you should
understand that the agreement set out in this letter is a binding legal contract. You may want to
consult with legal counsel of your choice regarding the term and contents of this letter
agreement. If this agreement meets with your approval and accurately sets out your
understanding of the terms of our representation, please sign and return the enclosed copy of this
letter in the enclosed return envelope. As soon as we have received the signed copy of this letter
and the trust deposit specified above, we will be ready to proceed with the representation. This
letter sets out our entire agreement, and no modification of the terms of this agreement will be
effective unless set out in writing and signed by you and by us.
Again, we thank you for asking us to represent you. If you have any questions concerning our
fees and costs arrangements or procedures, or the scope of the legal services we will provide, you
should feel free to call at any time. We welcome the opportunity to be of service to you.
Very truly yours,
_______________ [Instructions: Insert name]
AGREED AND ACCEPTED:
_______________ [Instructions: Insert name]
_______________ [Instructions: Insert title]
_______________ [Instructions: Insert date]
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