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Engagement Letter Template

Professional Services and Client Intake Resource

Define the scope and terms of professional engagements with our engagement letter template and checklist. For attorneys, accountants, consultants, and other professional service providers. An engagement letter confirms who the parties are, what services will be performed, what is excluded, fees and billing, term and termination, and each party's responsibilities so you reduce scope creep and disputes. Use this checklist to draft or review engagement letters before starting work. Customize for your industry and jurisdiction; many professions have ethics or regulatory expectations for written engagement terms.

Key Benefits

Confirm scope of services and exclusions in writing
Set fees, billing method, and payment terms clearly
Define term, termination, and each party's responsibilities
Reduce scope creep and fee disputes
Meet professional standards for written engagement terms
Professional client intake and engagement workflow

Common Use Cases

Law firms engaging new clients for a matter or ongoing representationCPAs and accounting firms defining audit, tax, or advisory engagementsConsultants and agencies formalizing project or retainer scopeFinancial advisors and planners documenting advisory relationshipsOther professional service providers starting a new client relationshipUpdating or renewing engagement terms for existing clients

Frequently Asked Questions

What is an engagement letter?
An engagement letter is a written agreement between a professional service provider (e.g. attorney, accountant, consultant) and the client that sets out the scope of services, fees and billing, responsibilities of each party, and other key terms. It confirms the relationship and reduces misunderstandings about what is (and is not) included. Many professions recommend or require a written engagement for ethics or liability reasons.
When should I use an engagement letter?
Use an engagement letter at the start of a new client relationship or a new matter. Send it before or as you begin work so both parties agree on scope and terms. For ongoing relationships, use a new or updated letter when the scope or fee structure changes. Some regulators and malpractice carriers expect engagement letters for certain services.
Is an engagement letter a contract?
Yes. When signed by both parties, an engagement letter typically constitutes a contract. It should be clear, complete, and legally enforceable. Have it reviewed by counsel if your practice or jurisdiction has specific requirements. Some industries use a separate master agreement plus engagement letters per matter or project.
What if the client doesn't sign the engagement letter?
Best practice is to obtain a signed copy before starting work. If the client proceeds with the engagement (e.g. pays a retainer or provides information) after receiving the letter, that may constitute acceptance in some jurisdictions, but written acceptance is stronger. Document any objections or requested changes and resolve them before performing substantive work.

Checklist

Parties

Identify the service provider (firm or professional) and the client (individual or entity)
Required

Full legal names and addresses. If the client is an entity, specify who is authorized to sign and who will be the primary contact. For law firms, confirm who the client is (e.g. the company vs. an individual) for conflict and engagement purposes.

Scope

Describe the scope of services to be performed
Required

Clearly state what you will do: e.g. 'representation in [matter],' 'preparation of [tax returns],' 'advisory services regarding [topic].' Be specific enough to avoid scope creep; refer to a statement of work or attachment if needed.

State what is excluded from the engagement (out of scope)
Required

List services you will not provide (e.g. no tax advice beyond the return, no litigation, no advice on other jurisdictions). Reduces disputes when the client later asks for something not covered.

Fees

Specify fees, rate structure, and billing and payment terms
Required

Hourly rates, flat fee, retainer, or other structure. Billing frequency (monthly, per phase, etc.). Payment terms (e.g. net 30). Retainer or advance if required. Expenses and how they are handled.

Term

State the term of the engagement and how either party may terminate
Required

Start date and duration (or 'until completion of the scope'). Notice required to terminate. Obligations upon termination (e.g. transition, final invoice, return of documents). For attorneys, include withdrawal and client rights per ethics rules.

Responsibilities

Set out the client's responsibilities (timely information, decisions, payment)
Required

Client will provide information and documents in a timely manner, make decisions as needed, and pay fees when due. Delays or nonpayment may affect delivery. Customize for your practice.

Set out the service provider's responsibilities (standards, communication)
Required

You will perform services with due care, communicate as appropriate, and maintain confidentiality. Align with professional standards and any regulatory requirements.

Legal

Address confidentiality of client information
Required

You will protect confidential information per applicable law and professional obligations. For attorneys, privilege; for CPAs, confidentiality rules. Note any exceptions (e.g. court order, consent).

Confirm conflict checks and any necessary client consent

For law and some other professions, confirm that conflicts have been checked and that the client has consented to the engagement where required. Include any disclosure of non-representation of other parties.

Specify governing law and dispute resolution (if desired)

Which state's law governs. Optional: arbitration or mediation for fee or other disputes. Check whether your profession limits choice of law or venue.

Execution

Signature blocks for both parties and effective date
Required

Duly authorized signatories for both sides. Effective date. Consider electronic signature for speed. Retain signed copy in client file.