Attorney Engagement Letter: What to Include, With Sample

What an engagement letter is for

An engagement letter records the deal between you and a new client: who the client is, what you will and will not do, how you will be paid, and how either of you can end it. It protects the client, who learns what to expect, and it protects you, because the record of what was agreed is written down before anyone disagrees about it.

It also does compliance work. ABA Model Rule 1.5(b) says the scope of the representation and the basis or rate of the fee and expenses the client will pay must be communicated to the client, preferably in writing, before or within a reasonable time after the representation starts. Changes to the basis or rate must be communicated too. The comment to the rule adds that a written statement of the terms “reduces the possibility of misunderstanding.”

For contingent fees the model rule goes further. Rule 1.5(c) requires the agreement to be in a writing signed by the client, stating the method for working out the fee, the percentage at settlement, trial or appeal, the expenses deducted from any recovery, and whether they come off before or after the fee is calculated. It must also tell the client about any expenses they owe whether or not they win.

States adopt their own versions, and some are stricter. California’s rule, for example, notes that some fee agreements must be in writing to be enforceable under its Business and Professions Code. Read your state’s Rule 1.5 before you finalise a template.

What an engagement letter usually covers

Who the client is. Name the client, and say who is not the client: a spouse who attends the meeting, a parent paying the fee, the officers of a company you represent. If someone other than the client pays, say that the client still directs the representation.

Scope. Describe the matter and the work in plain terms, then list what is excluded. If you are limiting the scope (handling the hearing but not an appeal, for example), Model Rule 1.2(c) allows that only if the limitation is reasonable and the client gives informed consent. Say what happens if the client wants more: a new letter or a written amendment.

Fees. State the basis: hourly rates for each person who may work on the matter, a flat fee for described services, a contingent percentage, or a mix. Rule 1.5(a) requires the fee to be reasonable, and the comment says periodic rate increases are generally reasonable if the practice is explained and accepted at the start. Put it in the letter if you plan to raise rates.

Advance fees and trust. If the client pays in advance, say that the money goes into your trust account and is withdrawn only as fees are earned or expenses incurred, as Model Rule 1.15(c) provides, and that any unearned part is refunded at the end. If your state allows a flat fee or a true retainer to be treated differently, the letter is where you make the required disclosures. See earned vs unearned fees.

Expenses. List the costs the client pays (filing fees, records, experts, travel) and how you charge for in-house costs. The comment to Rule 1.5 says in-house costs may be charged at a reasonable amount agreed in advance or at an amount that reflects your actual cost.

Billing and payment. How often you bill, what the invoice shows, when payment is due, and what happens if it is late.

Who does the work. The responsible lawyer, and whether associates, paralegals or outside lawyers may help. The comment to Rule 1.1 says a lawyer should ordinarily get the client’s informed consent before bringing in lawyers outside the firm.

Communication. How you will keep the client informed, how to reach you, and what you need from them. Model Rule 1.4 requires you to keep the client reasonably informed and to respond promptly to reasonable requests for information.

Conflicts. Confirm that you ran a conflict check. If a conflict was waived, Model Rule 1.7(b) requires the affected client’s informed consent, confirmed in writing, and the letter is a natural place for that confirmation.

Ending the representation. How the client can end it, when you may withdraw, and what happens to fees, the file and money in trust. Model Rule 1.16(d) requires reasonable steps to protect the client on termination, including returning papers and property the client is entitled to and refunding any advance fee or expense not earned or incurred.

File retention. How long you keep the file after the matter closes, in what form, and what you do with it afterwards. Retention periods are set by state rules and your own policy, so state yours.

Disputes. If your state bar runs a fee arbitration program, the comment to Rule 1.5 says you must use it where it is mandatory and should consider it where it is voluntary.

Sample engagement letter outline

This is a starting point, not a form to sign as it is. It is a structure with placeholders. Adapt every section to the matter and to your state’s rules, and have it reviewed before you use it with clients. Contingent fee, family law, criminal and other matter types carry their own rules.

[Firm name and letterhead]

[Date]

[Client name and address]

Re: Engagement for [short description of matter]

1. Who we represent. This letter confirms that [Firm] will represent [client name] in [matter]. We do not represent [any other person or entity], even if [they attend meetings or pay fees].

2. Scope of our work. We will [describe the services]. Our work does not include [exclusions, for example appeals, collection of a judgment, tax advice]. Any additional work will need [a new letter or a written amendment signed by both of us].

3. Fees. [Hourly: our rates are [rate] for [lawyer], [rate] for [paralegal], billed in [increments]. We review rates [annually] and will tell you in writing before any change.] [Flat: our fee for [described services] is [amount].] [Contingent: see the separate signed agreement, or set out the percentages, expense treatment and the order of calculation here.]

4. Advance payment and trust. You will pay [amount] in advance. We will hold it in our client trust account and withdraw it only as fees are earned or expenses incurred. [State any disclosure your state requires for flat fees or retainers.] We will refund any unearned balance at the end of the matter.

5. Expenses. You will be responsible for [list of costs]. We charge [in-house costs] at [rate or actual cost]. [Expenses over [amount] need your approval first.]

6. Billing and payment. We will send invoices [monthly], showing [work done, time and expenses]. Payment is due within [number] days. [Late payment terms, if any, as your state allows.]

7. Who will work on your matter. [Lawyer] will be responsible for your matter. [Others] may assist. We will ask before involving lawyers outside our firm.

8. Communication. We will [update you at milestones, return calls within a stated time]. Please tell us promptly about [changes in contact details or facts].

9. Conflicts. We have checked for conflicts of interest and found [none / the following, with your consent confirmed here].

10. Ending the representation. You may end our representation at any time by [written notice]. We may withdraw [as the rules allow]. On termination we will [return your file and property, account for and refund any unearned advance].

11. Your file. After the matter closes we will keep your file for [period], in [form], and then [return or securely destroy it]. [How to request a copy.]

12. Disputes about fees. [Reference your state bar’s fee arbitration program, if any.]

13. Agreement. Please sign below if this letter reflects our agreement.

[Lawyer signature, name, date]

Agreed: [Client signature, name, date]

A few drafting habits that help

Write the scope for the matter in front of you, not the last one.
Use the client’s language for the goal and yours for the work.
Send the letter before the substantive work starts, and do not start the work until it is signed where a signature is required.
When the scope or fee changes, send a short written amendment rather than relying on a call.
Keep the signed copy with the matter, not in someone’s inbox.

How Coil handles this

Coil sends engagement letters for signature in the browser. The signed copy goes to both sides, the document is fixed once signed, and the certificate records who signed, when, from where and which version of the document. A client can decline with a reason. Intake will not convert a lead into a client and matter without the conflict check, and a waiver is recorded with its reason. The letter’s text is yours to write; Coil does not supply a template that stands in for your own review. More on legal e-signature.

Questions

Is an engagement letter required?

Under ABA Model Rule 1.5(b), the scope of the representation and the basis or rate of the fee and expenses must be communicated to the client, preferably in writing. A contingent fee agreement must be in a writing signed by the client under Rule 1.5(c). Some states go further; California's rule notes that some fee agreements must be in writing to be enforceable under its Business and Professions Code.

What is the difference between an engagement letter and a fee agreement?

The terms are often used for the same document. Some firms use a short engagement letter for scope and relationship terms and a separate fee agreement for money. What matters is that scope, fees and expenses are communicated clearly and, where required, signed.

Can I use one engagement letter template for every matter?

You can keep one template, but the scope section has to be written for each matter. A generic scope invites the argument that you agreed to do more than you did. If you are limiting the scope, Model Rule 1.2(c) requires the limitation to be reasonable and the client to give informed consent.

Does a contingent fee engagement letter need anything extra?

Yes. Model Rule 1.5(c) requires the method for determining the fee, the percentage at settlement, trial or appeal, the expenses deducted from the recovery, whether expenses come off before or after the fee is calculated, and notice of any expenses the client owes even if they lose. Some states add their own requirements.

Can a client sign an engagement letter electronically?

Many firms send engagement letters for e-signature. Before relying on it, check whether your state or the matter type has a specific signing or form requirement, and keep the signed copy and the signature record with the file.

Sources

Last checked October 28, 2026. This is general information, not legal advice. Rules differ by state and change; check your own bar’s rules before relying on it.