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Most fee disputes and “that’s not what I hired you for” complaints trace back to the same document: an engagement letter that was vague, outdated, or never signed. This law firm engagement letter template gives you a clean starting structure, sample clause language you can adapt, and a practical way to stop retyping client names and fee terms into Word every time a new matter opens.
We’ll cover what the ethics rules actually require, a section-by-section template, how to turn it into an automated template that fills itself from your practice management data, and how to get it signed electronically the same day.
Not legal advice. This is general information and sample language, current as of October 2026. Engagement letter requirements vary by state and practice area. Check your jurisdiction’s rules of professional conduct and court rules, and adapt every clause to your matter before you use it.
The short version
- What it must cover: at minimum, the scope of the representation and the basis or rate of your fees and expenses (ABA Model Rule 1.5(b)). Contingent fee agreements must be in a writing signed by the client (Rule 1.5(c)).
- Some states go further. New York, for example, requires a written letter of engagement or signed retainer agreement for most matters where the fee is expected to be $3,000 or more.
- Automate the boring part. A document automation tool such as Docupilot can fill the client, matter, and fee fields from Clio or a web form, and its Starter plan is $29/month.
- Sign it electronically. A simple e-signature tool such as Signaturely sends the letter, reminds the client, and keeps an audit trail.
What the ethics rules require in an engagement letter
ABA Model Rule 1.5: scope and fees
Rule 1.5(b) of the ABA Model Rules says the scope of the representation and “the basis or rate of the fee and expenses for which the client will be responsible shall be communicated to the client, preferably in writing, before or within a reasonable time after commencing the representation.” There is an exception when you charge a regularly represented client on the same basis or rate. Any changes to the basis or rate must also be communicated.
Under the Model Rule, a written letter is “preferable” rather than mandatory for hourly or flat-fee work. In practice, a written and signed letter is what protects you when a client later remembers the deal differently.
Contingent fees must be in a signed writing
Rule 1.5(c) is stricter. A contingent fee agreement “shall be in a writing signed by the client” and must state how the fee is calculated, including the percentage that applies at settlement, trial, or appeal; which litigation and other expenses come out of the recovery; and whether expenses are deducted before or after the contingent fee is calculated. It must also tell the client about any expenses they owe whether or not they win.
Rule 1.5(d) prohibits contingent fees in some matters altogether: domestic relations fees contingent on securing a divorce or on the amount of alimony, support, or a property settlement, and contingent fees for representing a criminal defendant.
Fee splits with another firm
If you’ll divide a fee with a lawyer outside your firm, Rule 1.5(e) requires the client to agree to the arrangement, including each lawyer’s share, and that agreement must be “confirmed in writing.” Your engagement letter is the natural place to do that.
Source: ABA Model Rule 1.5: Fees.
State rules can be stricter: New York as an example
New York’s Part 1215 requires an attorney to provide “a written letter of engagement before commencing the representation, or within a reasonable time thereafter” in specified circumstances. The letter must explain the scope of services, the fees, expenses and billing practices, and, where applicable, the client’s right to arbitrate fee disputes under Part 137. A signed written retainer agreement covering the same points satisfies the rule. Exceptions include matters where the fee is expected to be less than $3,000, repeat work of the same general kind for an existing client, and domestic relations matters covered by Part 1400 (22 NYCRR 1215.1 and 1215.2).
Other states have their own statutes and rules. Build your template around the strictest rule that applies to your practice.
If you use AI on client matters, say so specifically
ABA Formal Opinion 512 says that “merely adding general, boiler-plate provisions to engagement letters purporting to authorize the lawyer to use GAI is not sufficient” for informed consent where consent is required. If your firm uses generative AI, an engagement letter can describe how you use it, but a one-line blanket authorization won’t do the job on its own. Our ABA Formal Opinion 512 policy template covers what a firm policy should say.
Law firm engagement letter template: section by section
Below is a structure you can adapt. The words in {{double_braces}} are placeholders. They are written that way on purpose: that is the same placeholder format most document automation tools, including Docupilot, use to merge data into a Word or PDF template.
1. Letterhead, date, and addressee
{{firm_name}}
{{firm_address}}{{letter_date}}
{{client_name}}
{{client_address}}Re: Engagement for {{matter_description}}
2. Opening and who the client is
Name the client precisely. If you represent a company, say so and say that you do not represent its officers, employees, or owners individually unless separately agreed.
Thank you for choosing {{firm_name}}. This letter confirms the terms on which we will represent {{client_name}} (“you”) in connection with {{matter_description}}. [If entity:] Our client is {{client_name}} only. We do not represent any of its owners, officers, directors, or employees individually unless we agree to do so in writing.
3. Scope of the representation
This is the section that prevents scope creep. Say what you will do, and just as clearly what you won’t.
We will {{scope_of_services}}. Our engagement does not include {{excluded_services}}, appeals, or any other matter unless we agree in writing to expand the scope. If you ask us to do additional work, we will confirm the new scope and fees in writing.
4. Fees
Use one fee block per fee type. Automation makes this easy: one template, with the right block switched on by a “fee type” field.
- Hourly: “Our fees are based on time spent. {{responsible_attorney}}’s current rate is {{attorney_rate}} per hour. Other lawyers and paralegals bill at their standard rates, currently {{other_rates}}. We bill in increments of {{billing_increment}}.”
- Flat fee: “Our fee for the services described above is a flat fee of {{flat_fee}}. [State how and when the fee is earned, and whether any portion is refundable, according to your jurisdiction’s rules on flat and advance fees.]”
- Contingent: “Our fee will be {{contingency_percent_settlement}} of any recovery if the matter settles before {{milestone}}, {{contingency_percent_trial}} if it is resolved at or after trial, and {{contingency_percent_appeal}} if an appeal is taken. Expenses will be deducted {{before_or_after}} the contingent fee is calculated. You will be responsible for {{client_liable_expenses}} whether or not you recover.” (Rule 1.5(c) requires the client’s signature on this agreement.)
5. Expenses and costs
In addition to our fees, you will be responsible for costs such as filing fees, service of process, court reporters, expert fees, and {{other_costs}}. We may ask you to pay larger expenses directly to the vendor.
6. Retainer or advance deposit
Before we begin, we ask for an advance deposit of {{retainer_amount}}, which we will hold in our client trust account and apply to invoices as fees are earned and costs are incurred. [Explain replenishment and refund of any unearned balance.]
Trust handling is jurisdiction-specific. If you accept card payments into trust, see our guide to legal billing software for tools that separate trust and operating funds.
7. Billing and payment terms
We will send invoices {{billing_frequency}}. Payment is due within {{payment_terms}} days. [If applicable in your state: You may have the right to arbitrate fee disputes under {{fee_arbitration_rule}}.]
8. Communication, technology, and AI
We will communicate with you by {{communication_methods}}. We use cloud-based practice management, e-signature, and document tools to store and process your information. [If the firm uses generative AI, describe how, with what safeguards, and how you will seek consent where your jurisdiction’s guidance calls for it.]
9. Client responsibilities
You agree to provide complete and accurate information, respond to our requests promptly, and tell us about any change in your contact details or circumstances.
10. Conflicts, termination, and file retention
You may end our representation at any time. We may withdraw as permitted or required by the rules of professional conduct and, where required, with court approval. When the matter ends, we will keep your file for {{file_retention_period}}, after which we may destroy it unless you ask for it to be returned.
11. No guarantee of outcome
We will use our best professional judgment, but we cannot guarantee any particular result.
12. Signature and acceptance
If these terms are acceptable, please sign below. [For contingent fee matters, the client’s signature is required.]
Accepted and agreed: ____________________ {{client_signer_name}}, {{client_signer_title}} Date: ________
Turning the template into an automated document
Once your template is settled, the slow part is filling it in. A new hourly matter needs the client name, address, matter description, responsible attorney, rate, retainer amount, and the right fee and scope blocks. Retyping those into Word is where typos and “wrong client name” emails come from.
How document automation handles it
Document automation tools turn your Word template into a reusable template with placeholders, then fill those placeholders from a data source. With Docupilot, for example, you replace client details in an existing document with placeholders such as {{client_name}}, and Docupilot generates a personalized document for each client. According to Docupilot’s own site:
- Templates: Word, PDF, Excel, and PowerPoint templates, plus a no-code document builder, with unlimited templates on every plan.
- Conditional logic: show or hide sections, repeat blocks, and tailor content based on your data. That is how one engagement letter template can switch between hourly, flat, and contingent fee language.
- Clio integration: Docupilot says it can create documents from your Clio data and deliver them back to your Clio account.
- Data capture forms: if a matter isn’t in your practice management system yet, a web form can collect the details and generate the document.
- Delivery: output as PDF, DOCX, or HTML, sent by email or to storage such as Dropbox or Google Drive.
Pricing (checked on Docupilot’s pricing page, October 2026): Starter is $29/month for 100 delivered documents and one user seat. Plus is $99/month for 500 documents and three seats, and plans go up to $699/month. There’s a 14-day free trial with no credit card required. Its built-in eSignature is an add-on starting at $1.50 per envelope.
If you want something built around legal intake questionnaires, compare options in our best legal document automation software guide. If you’re on Clio and want to stay inside it, read how to automate document generation with Clio templates first.
A simple automated engagement workflow
- Intake: the matter is opened in your practice management system (or a web form collects the details).
- Generate: the automation tool pulls the client, matter, and fee fields and produces the engagement letter with the correct fee and scope blocks.
- Review: the responsible attorney reads the generated letter. Automation fills fields; it doesn’t decide whether the scope is right.
- Send for signature: the letter goes to the client electronically.
- File: the signed copy and its audit trail are saved back to the matter.
Getting the engagement letter signed electronically
Under the federal ESIGN Act, a signature or contract relating to a transaction in interstate commerce “may not be denied legal effect, validity, or enforceability solely because it is in electronic form” (15 U.S.C. § 7001), and every state except New York has adopted the Uniform Electronic Transactions Act. Engagement letters are ordinary contracts, so electronic signatures are routinely used for them. Check your jurisdiction for any special requirement that applies to your fee arrangement.
You have three practical options:
- Your practice management system’s built-in e-signature. Check the limits. Our Clio vs Smokeball comparison notes that Clio’s Starter plan includes 3 e-signatures and Core includes 15, with unlimited e-signatures on Signature.
- Your automation tool’s add-on. Docupilot’s eSignature add-on is priced per envelope, which suits low volumes.
- A standalone e-signature tool. Signaturely is a simple option for solos and small firms. On its pricing page (checked October 2026), the Personal plan is $25/month ($240/year) for 5 signature requests a month and 1 template, and the Business plan is $50 per user per month ($480 per user per year) for unlimited signature requests and templates. Both include Google Drive, Dropbox, OneDrive, and Box integrations, notifications and reminders, and an audit log and history. Signaturely says its free plan lets you send 1 document a month.
Whichever you use, save the completed audit trail with the signed letter. It records who signed and when, which is what you’ll want if the agreement is ever questioned.
Engagement letter checklist
- Client correctly identified (and non-clients excluded for entity work)
- Scope of services, with exclusions
- Fee basis or rate, and how changes will be communicated
- Contingent fee terms in a writing signed by the client, if applicable
- Expenses, and who pays them
- Retainer and trust account handling
- Billing frequency and payment terms
- Fee arbitration notice, where your state requires it
- Technology and AI use described specifically, not as boilerplate
- Termination, withdrawal, and file retention
- Signature block and date
FAQ
Is an engagement letter required?
Under ABA Model Rule 1.5(b), scope and fees must be communicated, “preferably in writing.” Contingent fee agreements must be in a writing signed by the client. Some states, such as New York under Part 1215, require a written letter of engagement or signed retainer agreement in many matters. Check your state’s rules.
What’s the difference between an engagement letter and a retainer agreement?
The terms are often used interchangeably. Some firms use “engagement letter” for a letter the client countersigns and “retainer agreement” for a formal contract. In New York, a signed written retainer agreement covering the required points can be used instead of a letter of engagement.
Can a client sign an engagement letter electronically?
Generally yes. The ESIGN Act and state electronic transaction laws give electronic signatures legal effect for ordinary contracts. Use a tool that records an audit trail, and confirm there’s no special requirement for your matter type.
Can I automate engagement letters from Clio?
Yes. Clio has its own document templates, and third-party tools such as Docupilot and Gavel say they integrate with Clio to generate documents from matter data.
Should my engagement letter mention AI?
If AI is part of how you’ll handle the matter, describing it is good practice. Under ABA Formal Opinion 512, boilerplate authorization alone isn’t sufficient where informed consent is required.