EXCERPTS FROM A MODEL CLIENT ENGAGEMENT LETTER
© Needle & Rosenberg, P.C
999 Peachtree Street, N.E.
Atlanta, Georgia 30309
Dear [Insert Contact Name Here]:
It was a pleasure to speak with you on [Insert Date Here]. Thank you for asking Needle & Rosenberg, P.C. to represent [Insert Client Name Here]in this matter. We look forward to working with you. This letter describes the conditions and guidelines that will govern our relationship and will, when reviewed and signed by [[Delete if not applicable]you or appropriate corporate officer], be a binding agreement between [[Insert Client Name Here] and our law firm, subject to the current Rules of Professional Conduct issued by the Supreme Court of Georgia. You can find further information about the Rules of Professional Conduct and what a client can do if the client believes a lawyer has violated those rules at www.gabar.org/handbook/part_iv_after_january_1_2001_-_georgia_rules_of_professional_conduct/
We summarize below the terms governing our representation of [Insert Client Name Here] in this matter, some of the ethical rules governing the attorney-client relationship, and our firm policies. If you have any questions or concerns about this letter, please feel free to call us.
SCOPE AND COST OF REPRESENTATION
You have engaged us to [Insert Engagement Reasons Here] [Remove this block once info is entered Here] e.g., prepare a patent application related to, prepare a trademark application related to]. Details concerning the services that we expect to perform on behalf of [Insert Client Name Here] and typical costs to be expected for such services are attached. The provided cost information represents our best present estimate of what the fees and expenses may be. Of course, the actual costs for your particular matter may be higher or lower. For most matters, it is difficult to predict the precise amount of time that will be required, particularly where patent prosecution, legal research, litigation, or negotiations are involved. Therefore, estimates of fees or costs are not guarantees or caps on the amount that will be actually incurred.
Our firm’s fees are based upon the hourly rates charged by each attorney or other professional for services performed in the prior billing period. Our practice is to bill time in 6 minute increments (0.10 hr = 6 minutes). In accordance with ethical guidelines issued by the Supreme Court of Georgia, we “round-up” time units. Our statements will provide a description of the services performed, the time expended by each attorney, patent agent, science advisor, paralegal, or other professional, and the hourly rate charges therefore.
We will not charge you for time spent in preparation of or discussions related to our bills. You will be responsible for actual costs and expenses advanced or incurred by us on your behalf or in the course of representing you, including, for instance, government filing fees, travel costs, fees paid to our patent search associate to conduct a patentability search, long distance phone charges, photocopies, database access charges, document scanning, and litigation costs.
I will be the attorney with responsibility for your matters on a day-to-day basis. My current fee for professional services is $[Insert Attorney1 Billing Rate Here].00 per hour. Additionally, [Insert Attorney 2 Name Here] and [Insert Attorney 3 Name Here] may also perform work on this matter. [Insert Attorney 2 Name Here]’s current rate is $[Insert Attorney2 Billing Rate Here].00 per hour, and [Insert Attorney 3 Name Here]’s is $[Insert Attorney3 Billing Rate Here].00 per hour. [Insert Supervising Attorney Name Here] will provide general supervision and coordination of billing [[Delete if already included]Include billing rate of [Insert Supervising Attorney Name Here] if not already provided]. During the course of our engagement, it may be necessary or advisable to delegate various portions of this matter to other attorneys or to others in the firm such as patent agents, science advisors, or paralegals. Their hourly fees will be set forth when you are billed for their services. Any of these hourly fees may periodically increase. If requested in writing, we will be glad to provide notice of any hourly fee increase.
Our billing periods are approximately thirty days in length. The amounts shown on these statements are payable within thirty days after the date of the statements. If you ever have a concern about a bill, please contact us so we can address your concern. You can contact any of the attorneys working on this matter or our accounting department for clarification about your bill. You can reach the accounting department or any of the attorneys by calling our receptionist at 678-420-9300.
It is our standard policy to request a retainer for new matters. Based upon our initial assessment of the type of work that you have asked us to perform, we ask that your company send us a retainer in the amount of $[Insert Retainer Amount Here]. This retainer will be applied to our fees and expenses for performing work on behalf of [Insert Client Name Here]. We will hold the retainer in trust and apply those retainer funds to fees and disbursements as we incur them.
If appropriate, each month we will send a statement reflecting how much of the retainer we have applied to cover our fees and expenses. That monthly statement will reflect any additional fees and expenses due after the retainer funds are exhausted. Depending upon the amount and nature of the services that [Insert Client Name Here]asks us to provide and the timeliness with which we receive payment for services rendered beyond those covered by the retainer, we may from time to time request that [Insert Client Name Here]replenish its trust account with us.
If the services we are engaged to perform relate to a defense against a claim of infringement of a third party’s intellectual property rights, your company may want to contact your liability insurance carrier to determine the nature and extent of the applicable coverage, if any.
We have a duty to protect confidential information gained during our representation of [Insert Client Name Here], including, of course, any information that is specifically designated as confidential and any information which might be harmful if disclosed. This duty binds every member of our firm, including firm employees who are not lawyers; for this reason, client information can be shared among members of the firm in order to bring all our resources to the service of [Insert Client Name Here] without reducing the confidentiality of the information. We are bound by a duty of confidentiality after our representation of [Insert Client Name Here] has ended.
The legal right to keep information confidential belongs to the client. Therefore, clients must be careful not to give up this legal right inadvertently. Materials prepared within your company for our use should be clearly marked: “CONFIDENTIAL: FOR ATTORNEY REVIEW.” Confidential information, including our communications to you, should be limited [[Delete if not applicable] within your company] to persons whose duties require the preparation or review of the information [[Delete if not applicable]and should not be distributed outside the company]. Particular care must be taken when transmitting information by fax or email.
Exceptions to the duty of confidentiality are narrow. The Rules of Professional Conduct, for example, do permit limited disclosure of confidential information if necessary to prevent death or serious injury. Likewise, if a lawyer is aware of conduct that is clearly criminal, the lawyer may disclose confidential information if necessary to prevent harm or substantial financial loss to another person that has not yet occurred. The Rules also permit limited disclosure of confidential information if relevant to a criminal or civil proceeding brought directly against the lawyer. We want to emphasize that even these narrow exceptions only permit a lawyer to disclose client confidences. The Rules actually require a lawyer to disclose confidential information, however, when a lawyer discovers that he or she has submitted false evidence to a court or the lawyer knows that disclosure is otherwise necessary to avoid assisting in committing a crime or fraud in the conduct of a court proceeding. Even if an exception applies, we still have a duty to protect our client’s confidential information as much as possible.
Once you have engaged us, we have a duty of loyalty to [Insert Client Name Here]. The Rules of Professional Conduct prohibit us from representing or continuing to represent [Insert Client Name Here] if there is a significant risk that our interests or our duties to another client, a former client, or a third person will materially and adversely affect the representation of [Insert Client Name Here]. Therefore we have already investigated whether our firm has a conflict that might materially and adversely affect our ability to provide the services that you have requested in this matter. To determine whether a conflict exists, we have compared information about our current clients and matters with (1) the subject matter of the services you have requested and (2) information about [Insert Client Name Here] and its representatives having some interest in those services. Furthermore, it is our practice to perform a separate conflict analysis for each new matter in which you ask us to represent [Insert Client Name Here].
We currently do not believe that we represent clients in connection with any matter that would conflict with our representation of [Insert Client Name Here]. However, if, during the course of our firm’s services to [Insert Client Name Here], we become aware of potential conflicts of interest, we will re-evaluate the situation. If we become aware of a significant risk of a conflict of interest, we can in some cases continue our representation of [Insert Client Name Here] upon receipt of a waiver from[Insert Client Name Here]. If the conflict relates to another client, that client must also provide an informed waiver. If both clients fail to consent, then it will be necessary for us to end our representation of one or both clients, in which case the procedures for termination described below will be followed.
[[Delete if not a corporation]Because [Insert Client Name Here] is a corporation, our loyalty belongs to the corporation and not to any individual employee or officer of the corporation. The Rules of Professional Conduct require that we be alert for any possibility that a corporate employee or officer is acting contrary to the interests of the corporation, and we will proceed as is reasonably necessary in the best interest of [Insert Client Name Here]. In particular, we understand that the firm is not representing as individuals the inventor(s) of the subject matter of a patent application or any shareholders, officers, directors, or employees of [Insert Client Name Here]. If this understanding is incorrect, please contact us so that we can clarify the scope of the representation sought.]
We have a duty to provide [Insert Client Name Here] with information reasonably necessary to allow your company to make informed decisions about the issues involved in our representation. The Rules of Professional Conduct also require lawyers to keep clients reasonably informed about the status of the representation and to comply promptly with a client’s reasonable requests for information. Clients are entitled to our independent professional judgment and our candid advice.
TERMINATION OF THIS AGREEMENT
[Insert Client Name Here] has the right at all times to terminate our representation for any reason; however, such termination is effective only upon our receipt of a written notice of termination. We reserve the right to terminate the representation as permitted or required by the Georgia Rules of Professional Conduct or by any applicable laws or rules; such termination shall also be provided by written notice. Termination shall not affect [Insert Client Name Here]’s liability for services provided up to the effective date of notice. We may be required by the Rules of Professional Conduct or other applicable rules to continue to provide legal services to [Insert Client Name Here] after the effective date of termination and may also be required to expend time to accommodate a smooth transition of representation to new counsel. [Insert Client Name Here] agrees to compensate us for our time and expenses in any such transition at the hourly rates applicable at the time of termination.
It is our standard practice to deliver to clients upon request all documents and materials the client has provided to us, as well as all documents prepared as part of the representation to which the matter relates; however, we reserve the right to retain a copy of any such document. We do not deliver materials that were clearly not intended to be returned, such as generally disseminated descriptive materials, internal firm memoranda, attorney notes, and other similar documents.
ADDITIONAL TERMS OF THIS AGREEMENT
In the course of our representation, we will be asking [Insert Client Name Here] for information and instructions from time to time. It is important that we receive a response in a timely manner, i.e. well in advance of any impending deadline. We reserve the right to decline additional work if instructions are not timely and to withdraw from representation altogether if our ability to represent your company properly is impaired by failure to provide a complete and timely response.
We keep client files for at least five years after the matter is closed, after which time the files may be subject to destruction. If [Insert Client Name Here] wishes our firm to keep the files for a longer period, [Insert Client Name Here]should notify Needle & Rosenberg, P.C. in writing as promptly as practicable.
It is important that we maintain current contact information for [Insert Client Name Here] at all times. Please notify us promptly of any change of relevant personnel, postal address, phone or fax number, or email address. Even following the completion of the requested legal services, there may be a need to contact [Insert Client Name Here] in order to help maintain your company’s legal rights. In that event, a mailing to [Insert Client Name Here]'s last address of record will be considered adequate notice.
This letter is to serve as the complete and exclusive agreement regarding the representation of [Insert Client Name Here] by Needle & Rosenberg, PC. If any provision of this agreement is held invalid or unenforceable by any court of final jurisdiction, it is intended that all other provisions of this agreement be construed to remain fully valid, enforceable, and binding. This agreement may not be modified except in a writing signed by authorized representatives of [Insert Client Name Here] and Needle & Rosenberg, P.C. In signing this letter, [Insert Client Name Here]agrees to be subject to the laws and jurisdiction of the City of Atlanta, Fulton County, State of Georgia, and that Fulton County, Georgia is the appropriate venue for any dispute arising from this agreement.
We trust that this letter clearly describes the terms under which [Insert Client Name Here]agrees to be represented by Needle & Rosenberg, PC and that your company will find these terms acceptable. If so, please return to us the original of this letter agreement signed by an authorized officer of [Insert Client Name Here] along with a check for $[Insert Retainer Amount Here], which we will hold in trust on [Insert Client Name Here]’s behalf. Please retain a copy of the signed original letter for [Insert Client Name Here]’s files.
Please note that we will not generally begin any work before receiving this letter back, signed on behalf of [Insert Client Name Here], accompanied by the retainer.
Although we cannot make any guarantees as to final outcome, be assured that we will devote our best efforts in representing [Insert Client Name Here]. This firm’s primary goal is to provide clients with the highest level of service, personal attention, and expertise. Furthermore, we appreciate clients’ desire to control the cost of legal services and will work with you to avoid unnecessary expense. We encourage you to telephone, email or otherwise contact us any time you have a question or concern.
Thank you for retaining us as [Insert Client Name Here]’s attorneys. We appreciate the confidence you have placed in our firm and look forward to a mutually satisfactory relationship.
Very truly yours,