A DA Classic from the Mid-1990s, and Going Strong
Our Client-Friendly Retention Agreement
by John Toothman
At the initiation of the lawyer-client relationship,
when clients tend to be at their most vulnerable and are distracted by the substance of the
issue that brought them to the lawyer in the first place, lawyers are ethically encouraged
to have the client sign a written retention agreement, including terms regulating payment
of fees. While some lawyers provide a barebones agreement and others provide one
with pages of details, nearly every agreement of this type that I have seen was lop-sided
in favor of the lawyer. Not only are their express terms lopsided, but the material
issues left out tend to be even more important. For example, the law firm may leave
out terms requiring it to issue detailed bills or obtain client input on issues that will
increase fees. The worst agreements actually attempt to
cause clients to "waive" many rights that ethical rules or laws would
otherwise require -- but this
intention and the
alternatives are never disclosed to the client.
Often bar rules or cynical
lawyers even go so far as to have the client "agree" that they were given the
opportunity to get independent advice or a second opinion from another lawyer
just about the advisability of signing this agreement. But, unless you're
a corporation with lawyers already in your corner or independently wealthy,
you're going to have a tough time affording one lawyer, let alone two.
Then too, the little inside joke of these clauses is that you probably won't
find a single lawyer in the area who would take on such an engagement -- it's
too small and few lawyers like to rock the boat without more to gain. And,
even if you go to the trouble and expense of finding this second opinion, the
first lawyer will probably tell you that his terms are non-negotiable:
Take it or leave it.
You probably won't need
another lawyer to tell you if the agreement is lopsided and unfair to you.
You can tell this simply by the subjects the agreement covers. Is there
anything in there that's binding on the lawyer? Is there any indication
that the client is concerned about anything other than getting paid and
protecting himself from responsibility to you? Anything that commits the
lawyer to check with the client first, to obtain client approval, to limit or
manage legal fees, to limit the size and turnover of the staff, to limit the
hourly rates, and so on. Certain things the lawyer can't promise, most
specifically that you will win. But there are plenty of other things the
lawyer can promise or at least not force you to waive.
Clients should decline to sign the standard
retention or billing agreements offered by many law firms. Too often these are lopsided
in favor of the firm, which refuses to negotiate the terms --
the technical term is a "contract of adhesion," just like you get from banks,
credit card companies, stockbrokers, and so on. This
anti-client attitude is hard to reconcile with the lawyer's fiduciary and
professional duties to the client, which may therefore come back to haunt the firm if a
dispute later arises. (One way for the firm to minimize ethical and legal restrictions on
dealing with clients is to insist that their agreement be signed before they are retained
-- any changes after that would be scrutinized more closely by courts and bar
authorities.) This phenomenon is part of a larger pattern in which many lawyers
effectively segregate their relationship with the client as customer (the business aspect)
from their relationship with the client as client (the professional aspect), though this
dichotomy is often imperceptible to the client (until trouble arises).
As a fee arbitrator as well as a consultant to clients,
I have seen, for example, terms attempting to waive in advance future conflicts of
interest, terms specifying that the firm may add any staff it wants (at whatever rates it
wants), no limitations or details regarding hourly rates and expenses (including law firm
expenses that may truly be nonbillable overhead), terms limiting the client's ability to contest a
bill to a very short period of time, and advance agreements to allow the firm to withdraw
with no advance notice, even in the midst of trial. Some of these terms, rather than
giving the firm more comfort, could actually be unethical per se, if ever
enforced. It seems that the firms, however, make these agreements even more
aggressive each time they have a major write-off or problem with some other client.
I would assume that when you see a long or complicated
lopsided fee agreement, you're looking a firm with lots of dissatisfied former
Because some ethical protections can be waived by the
client, especially if the waiver is obtained in writing at the threshold of the
representation, some firms seem to be overreaching at the very moment when the client is
typically most vulnerable. Often the lopsided retention agreement gets the relationship
off to a bad start. Even if the client signs the agreement without voicing any objection
and the firm never has to enforce it, it sends the client the signal that this is just
another relationship in which he or she may be taken advantage of -- the client's ability
to trust the lawyer is the immediate victim.
The model agreement presented below is
a basic sample, designed to
create a more level relationship, one in which neither side is securing waivers or
imposing terms that would be unfair. Yet, because the attorney is the
professional, subject to ethical duties, and bound to have the best ability to control
fees and know what is going on day-to-day as the matter progresses, the
model arrangement is
designed to give the client the upper hand in the event of a billing dispute.
ethical restrictions, the attorney's primary option is to withdraw to cut his or her losses.
The client's right to fire an attorney at any time and to pay no more than
a reasonable fee must be protected. No matter how one writes the
agreement, there is no written substitute for attorneys screening their clients
(and clients their attorneys) in the first place, including doing some "due
diligence" on the matter itself, and in deciding at the first sign of trouble
(not the day before trial) that it is time to withdraw (or
fire the lawyer).
This is just one version
of a reasonable agreement and can be modified, e.g., to
provide for fixed or contingent fees. This agreement is merely a general sample
-- there is no guarantee that this agreement will suit your particular needs,
nor that it covers all possible issues in all jurisdictions. You should seek
appropriate legal advice to insure that this agreement meets all your specific needs, in whatever
jurisdiction you may be.
This model agreement has been
updated several times to address new issues or issues that have become more
important, like so-called "outsourcing" of
legal services, i.e., having services performed -- often without the knowledge
or approval of the client -- by non-lawyers or subcontractors, even outside the U.S,
and like arbitration of fee disputes, which are too often being referred to
biased or expensive arbitration services charging far too much.
While outsourcing allegedly produces comparable quality in work product, at a lower
price, this is only if the savings are passed through to the client. The
motivation for many law firms is apparently, however, to charge clients for
hourly rates equivalent to those of U.S. lawyers, while the firm actually pays much less for them
and the quality and quantity may be questionable.
Actually, these charges should be treated as expenses of the law firm, should be
disclosed in advance and approved by the client, and should be passed through to
the client at the firm's actual cost, without markup or profit to the firm.
The inherent bias of most fee arbitration
systems should be obvious: The vast majority of fee arbitrators are
lawyers and, unless they are working pro bono, they are probably paid by the
hour. This, plus the ability of the law firm to keep arbitrations
confidential and the results secret, with no avenue for appeal in most cases,
creates yet another mechanism by which lawyers take advantage of the clients
they were supposed to be helping. (I am a founding member of Legal Fee
www.legalfeearbitration.us, which aims to rectify this problem by providing
neutral arbitrators already familiar with legal fee law and most billing
We welcome your comments and suggestions on this draft.
Our phone number is (703) 684-6996, or contact us at JToothman@devilsadvocate.com
Legal Services Agreement (Sample for Hourly
_________________________ ("Client") and _______________
("Attorney") hereby enter into this agreement regarding the retention of
Attorney by Client to provide legal advice and services:
A. Client: The client is ___________________. To the extent
ethically permissible, its officers, directors, employees, and agents should also be
treated as clients, unless Client advises Attorney otherwise. In the event that Attorney
cannot ethically represent individuals in addition to Client, Attorney shall advise Client
of that fact immediately.
B. Attorney: The Attorney is ___________________, who is licensed
to practice law in all jurisdictions relevant to this matter. If Attorney practices with
others who may also provide services to Client, he or she understands that Client expects
that Attorney will be responsible for managing the representation, assuring compliance of
others with the terms of this agreement and ethical requirements, preparing and
substantiating all bills, and communicating with Client.
Attorney may not delegate or outsource this work without full written disclosure
to and prior approval from the Client.
C. Matter: Attorney has been retained by Client in connection with:
_____________________ [description of matter]. Attorney represents that he or she is
competent and available to handle that matter. In the event that additional matters are
assigned by Client to Attorney, this agreement shall apply to those matters as well.
- Review of ethical obligations before initiating representation: Attorney has conducted a
thorough investigation and determined that neither Attorney nor his or her firm has any
ethical impediment, real or potential, to representing Client. (For conflict of interest
purposes, "Client" shall include all existing and future affiliates of Client.
To effectuate this provision, Attorney should keep apprised of all changes in Client's
corporate family.) To the extent that any ethical impediment, real or potential, ever
arises, Attorney shall immediately inform Client of the impediment (regardless of whether
Attorney believes he or she has taken all steps necessary to avoid the impediment and
regardless of whether Attorney believes that the impediment is insubstantial or
questionable), make full disclosure of the situation to Client, obtain Client's consent to
continue the later representation, and take all steps requested by Client to avoid or
mitigate the impediment. In particular, for example, Attorney has informed Client of all
past contact between Attorney and Client's competitors, opposing counsel, potential
opposing parties, witnesses, and any relevant
court or tribunal, regardless of whether that contact might be considered a
conflict of interest. Attorney understands that, if a direct or indirect
conflict of interest arises, e.g., under Model Rule of Professional Conduct
1.7(a) or (b), Client may, in its discretion, obtain reimbursement from
Attorney for all fees and expenses paid to Attorney in this matter,
cancellation of all amounts allegedly owed by Client to Attorney, and
reimbursement for consequential expenses incurred by Client, including the
cost of replacement counsel, in addition to other relief as
allowed by law.
- Limitations to scope of representation: [Include any limitations on scope of the
representation, e.g., local counsel only, co-counsel, portion of case being handled
- Term of representation: This representation is effective _________ [Insert date--need
not be date agreement is signed.] The representation shall continue until terminated by
either party in accordance with ethical requirements.
Client expectations and goals: [In some instances you may wish to
specify the purpose or goal of the matter, e.g., to draft a particular agreement, secure a
license, or whatever. This is a good way to spell out from the start such things, for
example, as the client's desire to resolve a matter quickly by settlement, if reasonable,
rather than litigating it at all costs or, conversely, to emphasize how important the
principle behind a case may be.]
D. Attorney Fee (Hourly): Attorney will be paid for his or her
services based on the number of hours expended on behalf of Client (rounded to the nearest
tenth hour for each time entry), not to include time billable to or compensated by other
clients, multiplied by the Attorney's hourly rate of $ _______. Details regarding bills,
documentation, and time-keeping are provided below and are a condition precedent to
payment by the Client.
[Note: Alternative fees, such as fixed fees, contingent fees, and so on
may be substituted where appropriate. Those arrangements generally reduce the
administrative burden and some requirements below, e.g., with respect to bills, would
Non-billable time: Attorney will bill client only for time reasonably
and necessarily incurred to render professional services on client's behalf in accordance
with this Agreement. Time attributable to billing questions is not billable, for example.
Time expended by time-keepers who have not been approved by Client is also not billable.
Changes to hourly rates: Attorney will charge no more than the hourly
rate quoted above throughout the duration of the matter, unless otherwise agreed in a
writing signed by Client.
Discounts to other clients: The rates Attorney will charge Client
represent the lowest rates charged for the same persons to other clients. In the event
that lower rates or discounts are provided to other clients, Attorney will also provide
them on the same basis to Client. [This is a so-called most favored nations clause,
providing that a client should be given the "best rates" especially where the
firm provides discounts to other clients. This may be reserved for only a few clients, but
the firm should then be careful not to misrepresent to other clients that they are
receiving its only or best rates.]
Additional time-keepers: Additional billing staff may not be added to
the matter without advance approval from Client. In the event that additional time-keepers
are added to the staff, with Client approval, then their hourly rates shall be provided to
Client in advance, and their rates and billing practices shall comply with the
requirements of this Agreement.
Existing work product: To the extent the Attorney makes use of existing
work product, e.g., in the form of research previously performed for another client, then
Attorney may bill only that time expended in using that work product for Client. In other
words, no premium, markup, or other adjustment may be made to bill Client for time spent
on work already performed.
Travel: Travel restrictions, including restrictions on billing time
during travel, are discussed below.
E. Billing of Fees and Expenses: Attorney shall comply with the
following requirements as to billing fees and expenses as a condition precedent to
Client's obligation to pay each bill:
Monthly bills: Unless otherwise agreed in a writing signed by the
Client, bills shall be issued monthly by Attorney within 15 days after the close of each
month. Attorney understands that Client requires prompt bills in part to facilitate
effective management of the representation and fees.
Bill format: Attorney shall provide detailed, itemized bills which
shall, at a minimum:
clearly identify each person performing services (i.e., time-keepers) in
conjunction with each entry,
clearly identify all persons who
are not full-time lawyers employed by the Attorney's firm (including
subcontractors, independent contractors, temporary employees, and
record the time expended by each time-keeper separately,
state the amount of time expended by each time-keeper daily (and, within
each day, broken down by task where more than one project or task was worked upon within
the same day),
describe within each itemized daily task entry, in sufficient detail to
readily allow the Client to determine the necessity for and reasonableness of the time
expended, the services performed, the project or task each service relates to, the subject
and purpose of each service, and the names of others who were present or communicated with
in the course of performing the service,
in a summary at the beginning or end of the bill,
provide the current hourly rate for each time-keeper, the total time
billed by each time- keeper in that bill, the product of the total time
and hourly rate for each time-keeper, the total fees charged, and a
reconciliation between the amount charged and any applicable estimated or
budgeted amount, by task,
time entries will be in tenth hour
Expenses: Client will pay the actual, reasonable cost of the following
expense items if incurred in accordance with the guidelines below and promptly itemized in
Attorney's monthly bill:
Reimbursable expenses: Actual cost for necessary long distance telephone
calls, telecopying (___¢/outgoing page), overnight or expedited delivery, couriers,
photocopying (___¢/page), postage, court fees, and other expenses approved in advance by
Client or as listed below:
Expenses charged to the client must be incurred on behalf of and
charged to the firm individually for that client. Expenses that
are lump sums or independent of use by or for a particular client are
overhead, not chargeable to a particular client even if the firm
attempts to itemize it by dividing it among clients.
Expedited or emergency services: Attorney is expected to avoid using
expedited or emergency services, such as express delivery services, couriers, telecopying,
overtime, and so on, unless necessary because of unexpected developments or extremely
short deadlines. Client may refuse to pay for any such expenses when incurred routinely or
because of Attorney's failure to manage the matter efficiently.
Computerized research: Attorney is expected to use computerized research
services cost-effectively to reduce time spent on research, for example, while closely-
monitoring computerized research to insure that the charges are reasonable and necessary.
Attorney is expected to pass through to Client any discounts or other arrangements that
reduce the cost of computerized services. (As
noted above, Attorney may not charge Client for computerized research
or other services where the Attorney is paying a lump sum or other
aggregated sum that does not vary with use by or for a particular
Client, such as a monthly or annual charge.)
Photocopying & Scanning: Attorney is encouraged to use outside copying services to
reduce the cost of copying and scanning documents
into paper or electronic form, provided that these expenses are incurred and billed in
accordance with this Agreement. Attorney is responsible for insuring that all copying
complies with copyright obligations.
Transcripts: Transcripts should not be ordered without prior approval
from Client. Transcripts should not be ordered on an expedited basis unless necessary and
approved in advance by Client. Attorney should obtain computerized copies of transcripts
when available at a reasonable cost to avoid charging for time spent digesting or indexing
Travel: Travel expenses within the firm's local or metropolitan area
will not be reimbursed if the time spent in transit is billed. Travel outside the
metropolitan area may only be reimbursed if the travel was approved in advance by Client.
Time spent in transit, locally or otherwise, may be billed only if (a) Attorney is unable
to avoid traveling by using other forms of communication and (b) Attorney is unable to
bill time in transit to other clients. Travel by more than one person at the same time to
the same destination is not allowed without prior approval from Client. Reimbursable
travel expenses, if approved in advance, are the cost of transportation by the least
expensive practicable means (e.g., coach class air travel, rail travel to nearby
destinations), the cost of reasonable hotel accommodations, and the cost of transportation
while out of town (e.g., by cab or rental car, whichever seems reasonable, at the lowest
Non-reimbursable expenses: The following expenses will in no event be
reimbursable, unless specifically agreed to in advance in a writing signed by Client:
Meals, overtime, word processing or computer charges, personal expenses,
expenses that benefited other clients, expenses for books, temporary employees,
periodicals or other library materials, filing or other document handling charges
within the firm,
clerical expenses, stationery and other supply expenses, utilities, and any other expense
that is either unreasonable or unnecessary. (The fact that the firm charges other clients
or that other firms charge their clients for an expense does not make it reasonable or
Experts, consultants, support services,
outsourcing firms, etc.: Attorney is not authorized
to retain experts, additional counsel, consultants, support services, or the like,
or to outsource or delegate work outside Attorney's law firm, without
prior written approval signed by Client. Attorney will be responsible for selecting and
managing the services of others so that their services and expenses will be rendered in
accordance with the terms of this Agreement, including terms applicable to Attorney.
Attorney will manage others to obtain cost-effective services for Client. Unless otherwise
agreed in writing, Attorney shall obtain a written retainer agreement, in a form specified
by Client, from each service provider, with bills from each provider being sent to both
Attorney (for management purposes) and Client (for review and payment).
Expenses passed through at actual cost: Client will not pay any markup
for expenses. Client will only reimburse the Attorney for their actual out-of-pocket cost.
Overhead not charged to Client: Client will not pay for any
"expense" items that are in fact part of Attorney's overhead which should be
included within Attorney's fee.
Advance approval of expenses: In addition to the items noted above,
Attorney shall obtain advance approval from Client before incurring any expense in excess
of $ ________ if Attorney expects to be reimbursed for that expense. Client may refuse to
pay any expense for which advance approval is not obtained by Attorney.
Copies of receipts for expenses: Attorney shall include copies of
receipts for all expenses in excess of $ _______ with the itemized monthly bill. Client
may refuse to pay any expense item for which documentation is not provided by Attorney.
Expenses (and fees) after termination: Upon termination of the
representation, Attorney shall promptly bill Client for any remaining reimbursable
expenses and fees. Client may refuse to pay any fees or expenses not billed within 45 days
of termination of the representation. Attorney is also expected to cooperate promptly with
all aspects of termination and transition to other counsel. Payment for fees and expenses
is contingent upon prompt, full cooperation.
Bill and expense documentation: Attorney understands that he or she must
have documentation to support all aspects of each bill, including fees and expenses, and
must maintain that documentation until at least one year after the termination of the
representation or until final resolution of any billing
dispute. This documentation shall be made promptly available by Attorney to Client
(or Client's designated representative, including an accountant or legal bill
upon Client's written request. Attorney agrees to cooperate with any examination of this
documentation and Attorney's fees and expenses, e.g., by responding promptly and
completely to any questions Client or its designated representative may have. Attorney
shall notify Client in writing at least 60 days in advance of destroying any such records
and, in the event that Client requests that they be preserved, shall preserve them at
least one additional year (with Client responsible for paying the actual cost of storage).
This documentation shall include, for example, original time records, expense receipts,
and documentation supporting the amount charged by Attorney for expense items generated by
the Attorney or his or her firm. Client reserves the right not to pay any fee or expense
item for which sufficient documentation is not available to determine whether the item was
necessary and reasonable.
Billing system requirements: Attorney should discuss the capabilities of
his or her billing system with Client before rendering the first bill. Client should
receive a computerized version of each bill, together with a paper copy, to facilitate
bill review. Attorney shall provide billing data in
readable electronic form if requested by the Client.
F. Payment terms: Attorney bills complying with this Agreement are
due and payable upon receipt. If the bill materially fails to comply with the requirements
of this Agreement, then it is not due and payable until its deficiencies are remedied by
Attorney. Client is entitled to a 1% prompt payment discount if a bill is paid within 15
days of receipt by Client or correction of deficiencies by Attorney, whichever is later
(or if the bill is satisfied by funds held by Attorney, e.g., in a trust account).
shall not be liable for interest or other late charges unless specifically agreed to in
advance in a writing signed by Client.
G. Advance fee payment: [Advance fees,
often confused with "retainers," are often
abused, but because they are so common, a standard term is included here.] An advance
payment against fees of $_________ has been paid
by Client to Attorney. The advance fee is to be held in Attorney's trust account and applied
to Attorney's bills, both fees and expenses, as earned by Attorney in accordance with this
Agreement. Payment of the advance fee does not, for example, release Attorney from the
obligation to provide detailed bills and itemized expenses, which Client may dispute, or
to obtain advance Client approval as required by this agreement. In the event of a dispute
as to any amount paid from the retainer, Attorney shall retain the disputed amount in
trust until the dispute is finally resolved. Attorney
may not pay himself from any recovered amounts (including amounts obtained
through settlement, payment of a judgment, expenses, or costs, and collected
amounts) without accounting for the proposed payment in advance to the Client
and obtaining Client's prior approval. All amounts recovered,
including amounts labeled as legal "fees," "costs," or "expenses" are the
property of the Client. Attorney's fees and expenses are governed
exclusively by this agreement.
H. Budgets: Attorney has (or will by __________ [date or number of
days]) prepared an estimate or budget of the likely cost, by task, of this matter,
including fees and expenses, and a plan for handling the matter.
Attorney will update the
budget and plan at least once every three months. In the event that Attorney
proposes work or obtains
information indicating that the budget (or any line item) may be exceeded by more than
five percent, he or she will notify Client of that immediately. In a written statement
accompanying each bill, preferably in tabular form, Attorney will reconcile the budget
with each month's bill, e.g., by explaining whether the billed amounts, by task,
and in light of the progress made toward completion of each
task, are proportionally more
or less than the amounts budgeted therefore. Client shall have the right not to pay any
amounts that are over budget or not included within the budget.
I. Staffing and matter management: Attorney has been retained
specifically because he or she, personally, is understood by Client to be able to handle
this matter. Employment of additional individuals, whether attorneys, paralegals, or
others, who will bill a Client is not permitted without the advance written approval
Staff changes: Changes in staff, e.g., replacement of an attorney as
well as increases or decreases in the size of the staff, must have the advance written
approval of Client except in emergencies outside the
Attorney's control. Client expects to receive discounts or other concessions so that any
increases or changes in staff will not result in unnecessary or unreasonable charges to
client, e.g., for training, internal conferences,
duplication, and management.
Duplication of effort: Unless advance Client approval is obtained,
Attorney will not have more than one time-keeper bill for court appearances, attendance at
depositions and meetings, including meetings with clients, and internal conferences. In
the event that more than one person attends, only the time of the person with the lowest
rate will be billable. Attorney is not permitted to use this matter to provide on the job
training for personnel without Client's advance approval.
Matter management: Attorney is responsible for managing the matter cost-effectively and competently, e.g., by insuring that additional personnel are competent,
properly supervised, efficient, and in compliance with the terms of this Agreement as well
as ethical obligations.
Communications: Client will expect that all communications between
Attorney and Client will be reviewed by Attorney and that Attorney will serve as the point
of contact for this matter, including billing questions. The point of contact for this
matter at Client is __________________________ [name].
Case monitoring: Client will be advised promptly by Attorney of all
significant facts and developments in the matter so that Client may manage the matter
effectively and make informed decisions about strategy, tactics, settlement, scheduling,
and so forth. Client will promptly receive from Attorney copies of all orders, opinions,
pleadings, briefs, memoranda (internal and external), correspondence, and any other
document material to this matter. As to discovery materials or exhibits that are lengthy,
Attorney should discuss them with Client before providing a copy. Documents available in
computerized form should be provided in that form unless
Client requests otherwise.
Case control: Attorney shall discuss all significant issues of strategy
and tactics, including motions, discovery, pleadings, briefs, trial preparation, experts,
and settlement, with Client before implementation. Attorney is expected to exercise
independent professional judgment, but to implement the decisions of Client.
Attorney cooperation: Attorney will cooperate with Client or Client's
representatives to provide promptly all information Client requests or needs about the
matter or Attorney's bills.
Client cooperation: Attorney should consult with Client about all
opportunities for Client to save money or make use of Client's expertise to assist in,
e.g., responding to discovery, preparing for trial, locating experts, and the like. Client
may also have personnel and facilities available to reduce the expense of litigation.
Temporary staff, delegation,
outsourcing: Attorney will not employ temporary employees,
including so-called "Temps" or contract attorneys or other staff from outside companies,
nor "outsource" or delegate work, nor charge for
summer associates, law clerks,
or student clerks, (collectively "temporary staff" even
if not temporarily employed) without full advance disclosure of the employee's temporary or
short-term status to client, including disclosure of the actual amount paid to the
individual. Unless Client expressly agrees in writing to paying additional amounts
after full disclosure by Attorney,
Attorney may not charge Client more than the actual
cost paid by attorney for the temporary staff or other
delegee or outsource. Other restrictions relating to
staffing also apply to temporary staff.
J. Confidentiality and public relations: Attorney is not authorized
to waive or release any privilege or other protection of information, confidential,
secret, or otherwise, obtained from or on behalf Client. Attorney is to keep all
confidential, privileged, or secret information confidential. This requirement is
perpetual, i.e., it will continue even after the termination of the relationship and this
Agreement. This requirement is also intended to prohibit Attorney from using information
obtained from or on behalf of Client, including work product prepared at Client's expense,
for other clients of Attorney or his or her firm, without Client's advance written
approval. Attorney is not authorized to identify Client as a client, e.g., for purposes of
marketing or advertising, without Client's prior approval. Upon termination of the
representation, Attorney agrees to return promptly all information obtained from or on
behalf of Client to Client. Attorney is not authorized to communicate with the public,
including the press, about Client or this matter without the advance approval of Client.
K. Ownership of Attorney files and work product: Attorney understands that
all files and work product prepared by Attorney or his or her firm at the expense of Client (or for
which Client is otherwise billed) is the property of Client. Without Client's prior written
approval, this work product may not be
used by Attorney or his or her firm nor disclosed by Attorney or his or her firm to
others, except in the normal course of Attorney's representation of Client in this
matter. Attorney agrees that Client owns all rights,
including copyrights, to materials prepared by Client or by Attorney on behalf of Client.
shall notify Client in writing at least 60 days in advance of destroying any such records
and, in the event that Client requests that they be preserved, shall preserve them at
least one additional year (with Client responsible for paying the actual cost of
storage). Attorney shall provide Client with prompt access to (including
the ability to make copies of) all attorney files and work product, regardless
of whether the representation or matter is ongoing and whether attorney fees and
expenses have been paid in full.
L. Dispute resolution: Attorney and Client agree that all disputes
regarding Attorney's fees or expenses are to be resolved by
mediation and binding arbitration by a single arbitrator appointed
by Legal Fee Arbitration, LLC, in accordance with
its then-current fee arbitration rules,
www.LegalFeeArbitration.us. Each party agrees to submit to the
jurisdiction of the arbitrator and to pay in advance a invoiced by the
arbitrator its pro-rata portion of the estimated costs of arbitration, subject
to adjustment in the final decision of the arbitrator. [The
specified arbitration provider specializes in resolving legal fee disputes and
is affiliated with the founder of Devil's Advocate. Whether you
want to use this term may depend upon your feeling about binding arbitration.
Firms should also be aware that in some jurisdictions, including the District of
Columbia, certain disclosures must be made or there are other ethical
restrictions on mandating fee arbitration for clients.]
M. Governing law, modification of this Agreement, entire agreement:
This Agreement is to be interpreted in accordance with the laws of _____________ and with
the ethical requirements of that jurisdiction. The Agreement may not be modified in any
way without the express, written agreement of both parties. This represents the entire
agreement of the parties.
[Make provision for authorized signatures on behalf of Attorney
and Client. For particularly large engagements, consider having a managing partner sign
for the Firm, so that the Firm may not later claim that Attorney acted without authority.]
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