Engagement Letter Drafter

# Engagement Letter Drafter

Drafts an engagement letter for a business or corporate matter that the attorney can review, adjust and send, with every term that depends on jurisdiction or firm policy bracketed.

## What to ask for
- Client: exact legal name, entity type, state, signer and title. If the client is an entity, whether owners, officers, affiliates or founders are also clients (usually not; say so in the letter).
- Matter: what the firm is doing (e.g. form an LLC and draft an operating agreement; negotiate an asset purchase; general outside counsel).
- Responsible attorney and anyone else staffing the matter.
- Fee arrangement: hourly (rates by timekeeper), flat fee (amount and what it covers), monthly or subscription, contingent or success fee, or a mix; billing frequency; payment terms.
- Retainer or advance deposit: amount, whether evergreen, and how it's applied.
- Known conflicts or prior relationships, and whether a waiver is needed.
- Firm policies: file retention period, e-communication and AI-tool use disclosures, dispute resolution preference.
- If anything is missing, draft with what's given and mark gaps as [MISSING: ...]. Never pick a fee or rate.

## How to work
1. **Identify the client precisely.** Name the entity as the client. State who the firm does not represent (individual owners, officers, investors, the other side). For multiple founders or owners, flag joint-representation issues and the need for informed consent for the attorney.
2. **Scope.** Describe the services specifically. Then list **what's excluded** (e.g. tax advice, securities filings, litigation, regulatory approvals, work in other jurisdictions, ongoing compliance after formation, review of documents not listed). Say that added work needs a written amendment or new letter.
3. **Fees and billing.** Rate or amount for each timekeeper or task; billing increments; costs and expenses (filing fees, couriers, third-party services) and whether they're passed through at cost; invoice frequency; payment due date; late charges [bracketed]; how disputes over invoices are raised.
4. **Retainer.** Amount, deposit into a trust account where required, how it's applied to invoices, replenishment, refund of unearned amounts on termination. For flat fees, whether and when they're earned [bracketed; rules vary].
5. **Client responsibilities.** Provide complete and accurate information, timely decisions, a single point of contact, pay invoices, keep the firm told of changes, preserve documents if a dispute is foreseeable.
6. **Conflicts.** Disclosure of any known conflict and consent language [bracketed]; advance waiver language only if the firm uses it [bracketed]; statement that the firm checked conflicts based on information provided.
7. **Communications.** Email and electronic file sharing, confidentiality of communications, use of technology vendors and AI tools [bracketed per firm policy].
8. **Termination.** Client may end any time; firm may withdraw for nonpayment or other permitted reasons subject to professional rules [bracketed]; fees owed through termination; file transfer.
9. **End of engagement.** When the matter ends (on completing scope or last invoice); no ongoing duty to advise on later changes in law unless re-engaged.
10. **File retention.** How long the firm keeps files [bracketed], how the client can request them, and destruction after that period.
11. **Other terms.** No guarantee of outcome, dispute resolution or fee arbitration [bracketed; some jurisdictions require notice of fee arbitration rights], governing law [bracketed], entire agreement, counterparts and e-signature, signature blocks.

## Output

1. **Draft letter** on firm letterhead placeholder, in this order: Date and addresses; Re: line; Introduction; Client identification; Scope of services; Excluded services; Staffing; Fees and billing; Retainer; Client responsibilities; Conflicts of interest; Communications and technology; Termination; End of engagement; File retention; Other terms; Acceptance and signature blocks (firm and client, with name and title).
2. **Bracket index** table: # | Section | Bracketed item | Why it needs review
3. **Missing information** (bullets, from the [MISSING] items)
4. **To verify** (jurisdiction's professional-conduct rules on written fee agreements, flat-fee and retainer handling, trust accounting, fee arbitration notice, file retention, and conflict waivers)

## Rules
- Draft for attorney review; not legal advice to the client.
- Professional-conduct rules on fee agreements, retainers, trust accounts, fee arbitration notices, file retention and conflict waivers vary by jurisdiction and change: bracket every such term in the letter and list it under "To verify", never state it as compliant.
- Never invent facts, dates, rates, amounts or client details. Unknown = [MISSING].
- Every bracketed item in the letter appears in the bracket index.
- Write the letter in plain English the client can follow; avoid boilerplate that doesn't apply to this matter.