ENGAGEMENT LETTER FOR LEGAL SERVICES

(Alabama – Attorney–Client)

[// GUIDANCE: This template is drafted to comply with the Alabama Rules of Professional Conduct (“ARPC”) and incorporates the mandatory fee, retainer, and conflict-disclosure requirements of Rule 1.5, Rule 1.4, and Rule 1.7. All bracketed items must be completed or deleted prior to issuance to the client. Obtain independent counsel review whenever limiting malpractice liability, mandating arbitration, or including a jury-trial waiver (ARPC 1.8(h)).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Scope of Engagement
    3.2 Identification of Client & Related Parties
    3.3 Legal Fees, Retainer & Billing Practices
    3.4 Costs & Expenses
    3.5 Conflicts of Interest; Waivers
    3.6 Client Cooperation & Information Duties
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
    7.1 Professional Liability Indemnification
    7.2 Limitation of Liability
    7.3 Insurance
    7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Engagement Letter for Legal Services (“Agreement”) is made effective as of [EFFECTIVE DATE] (“Effective Date”) by and between [LAW FIRM NAME], an Alabama professional services corporation with offices at [ADDRESS] (“Firm”), and [CLIENT NAME], [ENTITY TYPE & JURISDICTION], with principal place of business at [ADDRESS] (“Client”). Firm and Client may each be referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Client desires to retain Firm to provide certain legal services described herein.
B. Firm is willing to provide such services in accordance with applicable professional standards and the ARPC.
C. The Parties enter into this Agreement to define their respective rights and obligations and to comply with ARPC 1.5(b).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural, and vice-versa.

“Applicable Rules” means the Alabama Rules of Professional Conduct (“ARPC”), together with all other laws, regulations, and professional standards governing attorneys admitted to practice in Alabama.

“Engagement” or “Matter” means the specific legal matter(s) identified in Section 3.1 as within the Scope of Engagement.

“Hourly Rate Schedule” means Firm’s then-current hourly billing rates for attorneys, paralegals, and other professionals as disclosed to Client pursuant to Section 3.3(c).

“IOLTA Account” means Firm’s Interest on Lawyers’ Trust Account established in compliance with Ala. R. Prof’l Conduct 1.15.

“Retainer” means the advance fee deposit described in Section 3.3(a).

“Services” means all legal work, advice, counsel, drafting, negotiation, appearance, or other professional services performed by Firm under this Agreement.

3. OPERATIVE PROVISIONS

3.1 Scope of Engagement

(a) Firm agrees to represent Client solely in connection with [DESCRIPTION OF MATTER/TRANSACTION/LITIGATION] (“Matter”).
(b) Any services outside the foregoing Scope of Engagement require a separate written agreement or a written amendment hereto.
(c) Firm makes no promise or guarantee regarding the outcome of the Matter.

3.2 Identification of Client & Related Parties

(a) Firm represents only Client and does not represent any of Client’s affiliates, shareholders, officers, directors, members, employees, or family members unless expressly agreed in writing.
(b) If Client is an entity, Firm’s representation is of the entity, not of its constituents.

3.3 Legal Fees, Retainer & Billing Practices

(a) Retainer. Client shall deposit $[AMOUNT] into Firm’s IOLTA Account within [NUMBER] days after the Effective Date. The Retainer will be applied against future Statements as set forth in subsection (d).
(b) Fee Arrangement. [Select one]
 (i) Hourly: Services will be billed at the Hourly Rate Schedule attached as Exhibit A.
 (ii) Fixed Fee: A fixed fee of $[AMOUNT] covers the Services described in Section 3.1.
 (iii) Hybrid / Alternative: [DESCRIBE].
(c) Hourly Rate Increases. Firm may adjust hourly rates annually upon [NUMBER] days’ written notice.
(d) Billing & Payment. Firm will issue monthly itemized Statements describing Services rendered, time recorded, expenses incurred, and the running Retainer balance. Statements are payable within [30] days of receipt. Unpaid balances accrue interest at [1.0]% per month (12% per annum) or the maximum lawful rate, whichever is lower.
(e) Trust Accounting. Funds received from Client that are not immediately earned, including the Retainer, shall be held in Firm’s IOLTA Account in accordance with ARPC 1.15.

3.4 Costs & Expenses

Client is responsible for all reasonable out-of-pocket costs, including but not limited to filing fees, courier charges, court reporters, expert witness fees, travel expenses, and online research charges. Firm may advance such costs on Client’s behalf and bill them on the next Statement, or require advance deposits.

3.5 Conflicts of Interest; Waivers

(a) Conflict Check. Firm has performed a conflict check consistent with ARPC 1.7 and 1.9 and has not identified a conflict that precludes representation.
(b) Future Conflicts. Client consents to Firm’s representation of other current or future clients in matters that are not substantially related to the Matter and that do not directly conflict with Client’s interests, subject to the ARPC.
(c) Specific Disclosure. [DISCLOSE ANY POTENTIAL WAIVABLE CONFLICT AND INSERT OR ATTACH WRITTEN CONSENT IF APPLICABLE].

3.6 Client Cooperation & Information Duties

(a) Client shall: (i) provide timely, accurate, and complete information; (ii) respond promptly to Firm communications; (iii) appear at proceedings when reasonably requested; and (iv) pay Statements when due.
(b) Failure to cooperate may constitute an Event of Default under Section 6.1.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.
4.2 Firm’s Professional Standard. Firm warrants that it will perform the Services in accordance with the professional skill and care ordinarily exercised by attorneys practicing in Alabama.
4.3 Client Information. Client represents that all information furnished to Firm will be, to the best of Client’s knowledge, true, complete, and not misleading.
4.4 Survival. The representations and warranties in Sections 4.1–4.3 survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Firm will maintain Client confidences as required by ARPC 1.6.
5.2 Use of Technology. Client authorizes Firm to use cloud-based and electronic communication platforms, provided Firm employs reasonable security measures consistent with applicable law.
5.3 Publicity & Marketing. Firm may list Client’s name and a general description of the Matter in internal experience databases but will not publicly identify Client without prior written consent, unless required by law or court order.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Client’s failure to pay any Statement within [30] days of receipt.
(b) Client’s material breach of Section 3.6.
(c) Firm’s material breach of Section 4.2.

6.2 Notice & Cure

The non-defaulting Party shall give written notice specifying the Event of Default. The defaulting Party has [10] days to cure monetary defaults and [30] days to cure non-monetary defaults, unless the default is incapable of cure.

6.3 Remedies

(a) Upon uncured default by Client, Firm may (i) cease work, (ii) withdraw from representation in accordance with ARPC 1.16 and applicable court rules, and (iii) pursue collection of unpaid fees and costs, including reasonable attorney fees incurred in such collection.
(b) Upon uncured default by Firm, Client may terminate this Agreement and seek appropriate damages or equitable relief consistent with Sections 7 and 8.

7. RISK ALLOCATION

7.1 Professional Liability Indemnification

Firm shall indemnify and hold harmless Client from any final judgment (excluding punitive damages) arising directly from Firm’s gross negligence or willful misconduct in performing the Services, subject to the limitations in Section 7.2.

7.2 Limitation of Liability

[OPTION 1 – Include ONLY if Client is independently represented at the time of signing]
Notwithstanding anything herein, Firm’s aggregate liability for any claim arising out of this Engagement shall not exceed the lesser of (a) [AMOUNT], or (b) the available limits of Firm’s professional liability insurance applicable to the claim. This limitation does not apply to liability arising from Firm’s intentional misconduct or where prohibited by law.
[// GUIDANCE: ARPC 1.8(h) prohibits limiting malpractice liability unless the client is independently represented. Secure written acknowledgment of independent counsel advice.]

7.3 Insurance

Firm maintains professional liability insurance with limits of $[LIMIT] per claim / $[LIMIT] aggregate. Proof of coverage will be provided upon written request.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, pandemic, or governmental action, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by the professional rules and substantive laws of the State of Alabama, without regard to conflict-of-law principles.

8.2 Forum Selection

Exclusive venue shall lie in the state courts located in [COUNTY], Alabama.

8.3 Arbitration [OPTIONAL]

[OPTION 2 – Include if Parties elect binding arbitration]
Any dispute not resolved informally within thirty (30) days shall be submitted to binding arbitration administered by the [AMERICAN ARBITRATION ASSOCIATION] in accordance with its Commercial Arbitration Rules. The arbitration shall be held in [CITY, AL], before a single arbitrator who is an attorney with at least ten (10) years’ experience in the substantive area of the dispute. Judgment on the award may be entered in any court of competent jurisdiction.
[// GUIDANCE: Mandatory arbitration of fee disputes is permissible under ARPC, but advise client in writing of the desirability of consulting independent counsel.]

8.4 Jury Trial Waiver [OPTIONAL]

To the extent permitted by law, each Party irrevocably waives its right to a trial by jury in any action relating to this Agreement.
[// GUIDANCE: Certain Alabama courts scrutinize jury-trial waivers; include only with informed, written client consent.]

8.5 Injunctive Relief

Nothing in this Section 8 shall impair either Party’s right to seek temporary or preliminary injunctive relief in state court to preserve the status quo or protect confidential information; such equitable relief shall be limited to what is strictly necessary pending final resolution of the dispute.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. Any amendment or waiver must be in a writing signed by both Parties. Failure to enforce any provision is not a waiver of future enforcement.
9.2 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other, except that Firm may assign its rights to payment to a factoring or financing entity.
9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.
9.4 Severability. If any provision is held unenforceable, the remainder shall be enforced to the fullest extent permitted, and the unenforceable portion shall be reformed to effectuate the Parties’ intent.
9.5 Integration. This Agreement (including all exhibits) constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior discussions or agreements.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature), each of which is deemed an original and all of which together constitute one instrument.
9.7 Notices. All notices shall be in writing and delivered by (i) personal delivery, (ii) certified U.S. mail (return receipt requested), (iii) nationally recognized overnight courier, or (iv) email with confirmation of receipt, to the addresses first written above (or as later designated).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Engagement Letter as of the Effective Date.

FIRM:
[LAW FIRM NAME]
By: ____
Name: ____
Title: _____
Date: _________

CLIENT:
[CLIENT NAME]
By: ____
Name: ____
Title/Capacity: ___
Date: _________

[OPTIONAL NOTARY / WITNESS BLOCK – Complete if required by court or client’s internal policy]

Exhibit A

Hourly Rate Schedule (effective as of Effective Date)
• Senior Partner – $ /hr
• Partner – $ /hr
• Associate – $ /hr
• Paralegal – $ /hr

[// GUIDANCE: Retain a countersigned copy in the matter file. Send engagement letter and ARPC-mandated disclosures within a reasonable time after commencing representation (see Ala. R. Prof’l Conduct 1.5(b)).]