Engagement letter builder

Starting draft only. This generates a general engagement letter draft. Fee agreement requirements, required disclosures, and formatting rules vary by state, and some states mandate specific language for contingency fees. Have counsel review the final version against your specific state bar rules before use. See our full disclaimer.

Engagement letter details

Your firm or attorney name

Client name

Brief description of the matter

Fee structure

Hourly rate ($)

Initial retainer, if applicable ($)

Your draft engagement letter

Want this reviewed for your state's requirements?

A legal ethics consultant can review your draft against your specific state bar's engagement letter requirements before you send it.

What does an engagement letter actually need to cover?

At minimum, an engagement letter should identify the client and attorney, describe the scope of representation with enough detail to know what's included and excluded, state the fee structure and billing practices, outline client responsibilities, and address how the representation can be terminated. Many states require some or all of this in writing, particularly for contingency fee arrangements, and even where it isn't strictly required, putting the terms in writing is considered a basic risk management practice.

Scope matters more than attorneys sometimes realize. A narrowly defined scope protects both sides by making clear what work is and isn't included, which prevents a client from assuming ongoing representation on matters the attorney never agreed to handle. Once your engagement letter is drafted, our conflict of interest checker is worth running again for any newly identified parties, and our legal fee comparison tool can help confirm the fee structure you've chosen makes sense for the matter.

Does the client need to sign the engagement letter for it to be valid?

Not always, though it's the best practice. Outside of contingency fee agreements and letters involving conflict waivers, most rules don't strictly require a client's countersignature, but a client's reluctance to sign can itself be an early warning sign about the relationship. At minimum, sending the letter through a dated, trackable method like email creates a record that the terms were communicated even without a signature.

Why does scope of representation matter so much for malpractice risk?

A vague or undefined scope is one of the most common sources of malpractice claims and fee disputes, since a client who believes a matter is covered by the existing engagement may later claim the attorney failed to act, when in fact that specific issue was never actually part of the agreed representation. Defining scope clearly, including explicitly naming what's excluded, reduces this risk substantially.

Should an engagement letter address what happens if the representation ends early?

Yes. Termination provisions should address how either party can end the representation, what happens to unearned retainer funds, how the client's file will be returned, and what final billing will look like. Addressing this upfront, rather than only when a relationship is already ending badly, makes disengagement far smoother when it happens.

Frequently asked questions about engagement letters

Not universally, but many states require a written agreement for contingency fee matters, and some require it above a certain dollar threshold or for specific practice areas. Even where not strictly required, putting terms in writing is close to universal best practice, since it substantially reduces both malpractice risk and fee disputes.

Yes, through an amended or supplemental agreement, commonly used when scope expands, a fee structure changes, or new parties are added. Any change should be documented the same way the original agreement was, in writing and ideally signed by the client.

The terms are often used interchangeably, though some attorneys use "retainer agreement" specifically for the fee and payment terms and "engagement letter" more broadly for the full scope of representation. Many firms combine both into a single document, which is generally acceptable as long as all required elements are covered somewhere in the writing.

Yes, particularly if any potential conflict was identified during intake and the client has agreed to proceed despite it. The disclosure should describe the nature of the conflict clearly enough for the client's consent to be genuinely informed, not just a generic boilerplate waiver.

Without a clear disengagement letter, a client may reasonably believe the attorney-client relationship is still active, which can create confusion about statute of limitations deadlines for a related malpractice claim or continued duties to the former client. Sending a brief closing letter confirming the matter is complete protects both sides.