Attorney-Client Master Engagement Agreement form

[REVIEWED & UPDATED AUGUST 2021]

AUTHOR’S NOTE: 1. In keeping with my almost-entirely-paperless practice, I typically use this engagement agreement form by sending clients a short email that (i) provides a link to this agreement and (ii) asks the client to read this agreement and confirm by email that the client agrees to it.  2. For con­ve­ni­ent reference, this en­gage­ment agreement form is archived at the Harvard Law Library’s perma.cc Website at https://perma.cc/J6M8-L2GQ. I an­ti­ci­pate that this archive will be available permanently, but I have no control over whe­ther the perma.cc Website will always be there; you should ser­i­ous­ly consider printing this page or saving it to PDF as your own permanent record. 3. I reserve the right to modify the terms and conditions of this agreement form (but not, of course, specific client agreements) at any time.  (Attorneys: Scroll down to the end of this page for per­mis­sion to use this form in your own practice if you want.)

1.    Introduction: It is customary, and good practice, for attorneys and their clients to enter into written engagement agreements. This “Agreement” is a mas­ter agreement between a client (“CLIENT”) and me. It will apply auto­mat­ic­ally to any specific engagements that CLIENT and I mutually agree, orally or in wri­ting, that I should undertake on CLIENT’s behalf.

I cannot give CLIENT legal advice about this Agreement, so CLIENT is en­couraged to seek independent legal advice if it has any questions or con­cerns about this Agreement.

2.     Limited scope of representation: Unless we expressly agree otherwise in writing:

(a)     I will represent CLIENT only in connection with the spe­ci­fic individual matters as to which we agree in writing;

(b)     I will be rep­re­sent­ing CLIENT only and not its affiliates or the officers, partners, directors, employees, or agents of any of them; and

(c)     without limiting subdivisions (a) and (b), I will not be providing CLIENT with legal services in connection with general corporate- or securities matters, nor will I be rendering any tax advice.

3.      Billing rate: I generally bill for my time at an hourly rate, but I am happy to discuss a fixed-fee arrangement for professional services if desired.

4.      Expenses: In addition to paying the agreed fee for professional services, CLIENT will reimburse me for all reasonable out-of-pocket expenses I actually incur in rendering the services, on a straight pass-through basis, including but not limited to official filing fees, postage, photo­copy­ing, and overnight mes­sen­ger charges (if any). (I absorb minor ‘office’ ex­pen­ses myself in lieu of taking the time to track and bill them.)

I will normally advance such expenses on CLIENT’s behalf; for significant expenditures, I reserve the right to ask for prepay­ment or for CLIENT to pay such expenses directly.

I will normally try to obtain CLIENT’s prior approval before incurring any expenses exceeding $1,000 on CLIENT’s behalf.

5.      Estimates: For work on an hourly-rate basis, upon CLIENT’s request at any time I will provide a written estimate of the expected fees and expenses.

Normally, estimates for hourly-rate engagements will be non-binding; I would be happy to discuss fixed-fee billing upon request.

6.      Invoices; payment:

(a)     I will send an itemized invoice at the conclusion of each engagement. Typ­­ically I send monthly interim invoices for engagements that extend for more than a month.

(b)     Each invoice is due on receipt unless we otherwise agree in wri­ting for a particular engagement. (I generally do not object to net-30 payment.)

(c)     If for any reason CLIENT does not agree with an invoice or has questions about it, CLIENT will promptly contact me.

(d)     Should invoices not be paid on a timely basis, I reserve the right to sus­pend rendering professional services or to withdraw from representation, sub­ject to any applicable legal-ethics constraints; if this ever becomes necessary, I will so advise CLIENT and allow CLIENT sufficient time to find other representation.

7.      Confidentiality:  Legal ethics rules automatically impose strict con­fid­en­tiality obligations on attorneys; see Rule 1.05 of the Texas Disciplinary Rules of Professional Con­duct promulgated by the Supreme Court of Texas, which has authority over all Texas lawyers.  That rule says in part (em­pha­sis and extra paragraphing added):

(a) “Confidential information” includes both “privileged information” and “unprivileged client information.”

“Privileged information” refers to the information of a client protected by the lawyer-client privilege …

“Unprivileged client information” means all information relating to a client or furnished by the client, other than privileged information, acquired by the lawyer during the course of or by reason of the representation of the client.

(b) Except as permitted by paragraphs (c) and (d), or as required by paragraphs (e) and (f), a lawyer shall not knowingly:

(1) Reveal confidential information of a client or a former client to:

(i) a person that the client has instructed is not to receive the information; or

(ii) anyone else, other than the client, the client’s representatives, or the members, associates, or employees of the lawyer’s law firm.

(2) Use confidential information of a client to the disadvantage of the client unless the client consents after consultation.

(3) Use confidential information of a former client to the disadvantage of the former client after the representation is concluded unless the former client consents after consultation or the confidential information has become generally known.

(4) Use privileged information of a client for the advantage of the lawyer or of a third person, unless the client consents after consultation.

8.      Email communications: CLIENT agrees that I may communicate with it by email, including for example sending invoices that way. If security will be a par­tic­u­lar concern for any given communication, please let me know in advance so that we can jointly make appropriate ar­range­ments for that communication.

9.      Results not guaranteed: CLIENT acknowledges that (i) it is often im­pos­sible to predict the outcome of a particular legal engagement with any cer­tainty, and therefore (ii) I do not guarantee any particular result in an en­gage­ment to provide legal services.

10.     Changes in the law:   The law sometimes changes; that means that my advice or recommendations about a particular matter might need to be up­da­ted.  I might unilaterally call CLIENT’s attention to such a change as a courte­sy, but I do not undertake any obligation to do so.

11.     Calendaring of deadlines and other important dates:  I will of course make entries in my calendar for dates by which I must take par­tic­u­lar action, for example a deadline to respond to an Office action by the U.S. Patent and Trademark Office.  On the other hand, it is up to CLIENT, not me, to calendar particular dates by which CLIENT must take action, e.g., to preserve or exercise CLIENT’s rights or comply with CLIENT’s obligations.

Here are a few illustrative examples (with­out limitation):

• a deadline to exercise an option under a contract
• a deadline to take action required by a contract, after which CLIENT might be in breach
• a contract’s upcoming expiration date
• a deadline to unilaterally extend a contract’s term
• a deadline to opt out of an evergreen contract provision
• a deadline to file necessary paperwork to keep a trademark registration alive

From time to time, I might remind CLIENT of an upcoming date along the lines described above; if I do so, it is strictly as a courtesy and not as an obligation (and that in itself will not extend our attorney-client relationship, nor will it revive the relationship if expired; see paragraph 13 below).

CLIENT is strongly encouraged, as a matter of sound business practice, to enter such dates into an electronic- or paper-based calendar reminder system or tickler file (or to hire a service that will do so for a fee).

12.    The importance of keeping privileged information confidential: Many and even most of the communications between CLIENT and me are likely to be subject to the attorney-client privilege. If CLIENT were to reveal the fact or content of such communications to a third party, that could jeopardize or destroy the privilege, which could mean that other parties — including for example adverse parties in litigation and government officials — could go to court to compel disclosure of the communications. (And under the doctrine of “subject matter waiver,” the compelled disclosures could go beyond the specific communication that was disclosed to a third party.)

For that reason, CLIENT is strongly advised not to disclose privileged information to others, and not to disclose such information internally except to those having a need to know, without first consulting me.

13.    Termination or expiration of relationship:

(a)     I am entitled to consider that our attorney-client relationship has ended automatically if CLIENT has not engaged me to render legal services for six months after the date of the last written communication between CLIENT and me about a substantive legal matter. (A written communication con­cern­ing billing matters, or a courtesy reminder of an upcoming date under paragraph 11 above, will not count as such a “last written communication.”)

(b)     In addition, except as referred to in subdivision (c), either CLIENT or I can terminate our professional relationship at any time for any reason by giving written notice to the other party, in which case my representation will terminate immediately.

(c)     Please note that applicable law or ethics rules may limit my ability to ter­m­inate our professional relationship without CLIENT’s consent.

(d)     Upon termination by either party for any reason, CLIENT will pay my fees through the date of termination calculated at the rates stated above, along with expenses incurred through the date of termination.

(e)     Upon termination by either party for any reason, CLIENT is entitled, upon re­quest, to any files I maintain concerning its engagement(s). For archival pur­pos­es, I may retain copies of electronic materials, and at CLIENT’s expense I may make and retain copies of any hard-copy file contents, before returning or forwarding such files.

(f)      On occasion, I send updates to selected clients and former clients, letting them know about developments that could be of interest to them. Typically I do this by email; it’s always “off the meter” unless a particular client agrees otherwise. If I send CLIENT such an update, that alone won’t extend the attorney-client relationship between CLIENT and me, nor will that alone revive our relationship after it has ended. (And I’m under no obligation to send such updates unless we agree otherwise in writing.)

14.    Grievances: Under Texas law, I am required to provide the foll­owing notice of the State Bar’s grievance procedures.

The State Bar of Texas investigates and prosecutes professional mis­con­duct com­mit­ted by Texas attorneys. Although not every complaint against or dis­pute with a lawyer involves professional misconduct, the State Bar Of­fice of General Counsel will provide information about how to file a com­plaint. For more information, please call 1-800-932-1900. This is a toll-free phone call.

You can find additional information at the State Bar Web site at www.texasbar.com; as of August 2021, the specific page can be found at https://goo.gl/HXehYU.

15.    Amendments: This Agreement may be amended only by a writing signed by a duly-authorized representative of CLIENT and by me.

16.    Governing law: Both this Agreement and all aspects of the relationship between CLIENT and me will be governed by the laws of the State of Texas, without regard to its choice-of-law principles.

17.     Jurisdiction: The courts having jurisdiction in Harris County, Texas, will have exclusive jurisdiction of any action arising out of or relating to this Agreement or the relationship between CLIENT and me; all parties agree to submit to the personal jurisdiction of those courts.

18.     Early neutral evaluation: IF: A dispute between us, arising out of or re­la­ting to this Agreement or any transaction or relationship arising from it, be­comes the subject of an actual or reasonably-anticipated lawsuit, arb­i­tra­tion, or other action; THEN: If either of us asks, we will promptly:

(i)    seek an informal, non-binding, third-party “sanity check” about the dis­pute in accordance with the Early Neutral Evaluation procedures of the American Arbitration Association, and

(ii)    if an action is already pending, jointly move for a temporary stay of the action pending the completion of the sanity-check proceeding.

19.    Entire agreement: This Agreement, together with any supplemen­tal written agreements concerning specific engagements,

(i)    contains the entire understanding and agreement between CLIENT and me con­cerning its subject matter, and

(ii)    supersedes any prior or contempora­neous written or oral agreements, understandings, representations, or warranties between CLIENT and me concerning that subject matter.

This Agreement will be deemed incorporated by reference into any such sup­ple­mental written agreements.

(END)

In response to feedback from colleagues: Any licensed attorney is welcome to use this engagement agree­ment form in his or her own practice (per­haps by doing a short-form email agreement as described in #1 at the top of this page). Feel free to revise to suit your particular circumstances. This agreement form is published “AS IS, WITH ALL FAULTS”; if you use it, that doesn’t mean that your client is in any kind of attorney-client rela­tion­ship or other relationship with me.