ENGAGEMENT LETTER FOR LEGAL SERVICES

(Colorado – Court-Ready Template)

TABLE OF CONTENTS

1. I. Document Header
2. II. Definitions
3. III. Operative Provisions
4. IV. Representations & Warranties
5. V. Covenants & Restrictions
6. VI. Default & Remedies
7. VII. Risk Allocation
8. VIII. Dispute Resolution
9. IX. General Provisions
10. X. Execution Block

I. DOCUMENT HEADER

This Legal Services Engagement Letter and Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [LAW FIRM NAME], a [Colorado professional corporation / limited liability partnership] having its principal office at [FIRM ADDRESS] (“Firm” or “Attorney”), and
• [CLIENT NAME], a [individual / entity type and jurisdiction of formation] with its principal address at [CLIENT ADDRESS] (“Client”).

Recitals

A. Client desires to retain Firm to provide certain legal services under Colorado law and the Colorado Rules of Professional Conduct (“Colo. RPC”).
B. Firm is willing to accept such engagement, subject to the terms and conditions of this Agreement.
C. The Parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms.

“Advance Deposit” means the refundable amount Client deposits into Firm’s trust account pursuant to Section III.3.

“Applicable Law” means all federal, state, and local statutes, regulations, court rules, and professional-conduct obligations governing the Parties, including without limitation the Colo. RPC and C.R.C.P. Chapter 23.3.

“Expenses” means third-party costs reasonably incurred by Firm on Client’s behalf (e.g., filing fees, expert fees, travel).

“Fees” means compensation payable to Firm for Services, calculated in accordance with Section III.2.

“Matter” means the specific scope of representation described in Section III.1.

“Professional Liability Cap” has the meaning set forth in Section VII.2.

“Retainer” means the Advance Deposit together with any additional evergreen deposit required under Section III.3.

“Services” means all legal services Firm agrees to provide to Client under this Agreement.

[// GUIDANCE: Add or delete defined terms as needed; keep alphabetical ordering.]

III. OPERATIVE PROVISIONS

1. Scope of Representation

1.1 Firm agrees to represent Client solely in connection with [DESCRIBE MATTER, e.g., defense of a civil action pending in Denver District Court, Case No. XXXX] (the “Matter”).
1.2 Unless expressly stated, Firm does not undertake representation on (a) unrelated legal issues; (b) tax, accounting, or investment advice; or (c) appeals.

[// GUIDANCE: Limited-scope statements satisfy Colo. RPC 1.2(c) and assist in fee disputes.]

2. Fees & Billing Arrangements

2.1 Hourly Rates. Fees will be billed on an hourly basis at the following rates:
 • Partners: $[ ] per hour
 • Associates: $[ ] per hour
 • Paralegals: $[ ] per hour

2.2 Rate Adjustments. Firm may adjust rates annually upon thirty (30) days’ written notice.

2.3 Fee Estimates. Any estimate is for budgeting purposes only and is not a guarantee of total cost.

2.4 Contingent Fees (If Applicable). Where Fees are contingent, a separate written addendum compliant with Colo. RPC 1.5(c) will be executed.

3. Advance Deposit; Trust Accounting

3.1 Initial Retainer. Client shall deliver an Advance Deposit of $[ ] within five (5) business days after the Effective Date.
3.2 Trust Account. Retainers and other client funds will be held in Firm’s COLTAF trust account in accordance with Colo. RPC 1.15.
3.3 Evergreen Retainer. Client shall replenish the Retainer to $[ ] within ten (10) days of written notice whenever the balance falls below fifty percent (50%) of the original amount.
3.4 Application of Funds. Retainer funds will be applied to outstanding Statements; unused funds will be refunded upon conclusion or termination of the Matter.

4. Billing, Payment & Interest

4.1 Statements. Firm will issue monthly itemized Statements.
4.2 Due Date. Payments are due within thirty (30) days of Statement date.
4.3 Finance Charge. Past-due balances accrue interest at [1–1.5] % per month (or the maximum lawful rate, if lower).
4.4 Fee Arbitration Notice. Client is advised of the Colorado Bar Association’s voluntary fee-dispute arbitration program and may request information at any time.

5. Client Responsibilities

Client shall (a) provide truthful, complete information; (b) respond promptly to Firm inquiries; (c) appear when required; and (d) pay Fees and Expenses timely.

6. Attorney Responsibilities

Firm shall (a) competently, diligently, and loyally represent Client; (b) comply with all Applicable Law and court orders; and (c) keep Client reasonably informed (Colo. RPC 1.4(a)).

IV. REPRESENTATIONS & WARRANTIES

4.1 Firm Reps. Firm represents that it:
 (a) is duly licensed and in good standing to practice law in Colorado;
 (b) maintains professional liability insurance meeting Colorado Supreme Court disclosure requirements.

4.2 Client Reps. Client represents that:
 (a) it has authority to enter into and perform this Agreement;
 (b) information supplied to Firm is, and will be, accurate and complete; and
 (c) entering this Agreement does not violate any other agreement or court order.

4.3 No Guarantee. Client acknowledges that Firm has made no promise regarding the outcome of the Matter.

4.4 Survival. Representations and warranties survive termination of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Cooperation Covenant. Client shall cooperate fully and follow reasonable advice of Firm.

5.2 Conflict Disclosure & Waiver.
 (a) Firm has [has / has not] identified a potential conflict under Colo. RPC 1.7. [If applicable, describe conflict].
 (b) After full disclosure, Client [does / does not] waive such conflict by executing Exhibit A (Conflict Waiver).

5.3 Compliance. Each Party shall comply with all Applicable Law in connection with the Matter.

VI. DEFAULT & REMEDIES

6.1 Events of Default (Client).
 (a) Failure to pay any Statement within forty-five (45) days;
 (b) Material breach of this Agreement;
 (c) Refusal to follow Firm’s reasonable advice resulting in Colo. RPC violation.

6.2 Notice & Cure. Firm will provide written notice; Client has ten (10) days to cure payment defaults and fifteen (15) days for non-payment defaults.

6.3 Firm Remedies. Upon uncured default, Firm may (a) withdraw pursuant to Colo. RPC 1.16; (b) retain Retainer funds; and (c) pursue collection with interest, costs, and reasonable attorney fees.

6.4 Client Remedies. In case of Firm default, Client may terminate per Section III.1 and seek appropriate relief in accordance with Section VIII.

VII. RISK ALLOCATION

1. Indemnification – Professional Liability

Firm shall be liable to Client for losses directly caused by Firm’s willful misconduct or gross negligence, subject to the Professional Liability Cap in Section VII.2.

2. Limitation of Liability

Professional Liability Cap. Except for matters where limitation is prohibited by Colo. RPC 1.8(h), Firm’s aggregate liability shall not exceed the lesser of (a) [TWO (2) TIMES] the total Fees paid under this Agreement, or (b) Firm’s malpractice insurance limit of $[ ] per claim.
[// GUIDANCE: Colo. RPC 1.8(h) requires independent counsel review & separate signed acknowledgment to limit liability; include optional Exhibit B.]

3. No Consequential Damages

Neither Party is liable for special, incidental, or consequential damages except as required by law.

4. Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control (e.g., natural disasters, governmental actions, epidemics).

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by Colorado law and the Colo. RPC, without regard to conflict-of-law rules.

8.2 Forum Selection. Parties consent to exclusive jurisdiction of the state courts located in the City and County of Denver, Colorado.

8.3 Optional Arbitration. [OPTIONAL – If elected, insert AAA or CBA Fee Arbitration clause.]

8.4 Optional Jury Trial Waiver. [OPTIONAL – Each Party waives its right to a jury trial to the extent permitted by law.]

8.5 Injunctive Relief. Either Party may seek injunctive relief limited to preserving attorney-client privilege, trust account funds, or compliance with court orders.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment is effective unless in writing and signed by both Parties. Waiver of any breach is not waiver of any other breach.

9.2 Assignment. Neither Party may assign rights or delegate duties without prior written consent, except Firm may assign to a successor entity.

9.3 Severability. If any provision is held unenforceable, it will be reformed to the minimum extent necessary, and the remainder will remain in effect.

9.4 Integration. This Agreement, including all Exhibits, constitutes the entire agreement and supersedes prior understandings.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF and e-signature), each of which is deemed an original.

9.6 Notices. All notices must be in writing and delivered by (a) certified mail, return receipt requested, (b) nationally recognized overnight courier, or (c) email with confirmation, to the addresses on page 1 (or as updated by notice).

X. EXECUTION BLOCK

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

OPTIONAL EXHIBITS

• Exhibit A – Conflict Waiver and Consent
• Exhibit B – Independent Counsel Acknowledgment (Liability Limitation)
• Exhibit C – Statement of Client’s Rights & Responsibilities

[// GUIDANCE: Attach exhibits only as needed; delete unused exhibits and cross-references.]

© [YEAR] [LAW FIRM NAME]. All rights reserved. This template is provided for professional use and must be adapted to specific facts and current law before execution.