Free Engagement Letter Template

ENGAGEMENT LETTER Date: [Letter Date] FROM: [Firm Name], with a principal place of business at [Firm Address] (the “Firm”); TO: [Client Name], with a principal place of business at [Client Address] (the “Client”). Attention: [Client Contact Person] The Firm and the Client may be referred to individually as a “Party” and collectively as the “Parties.” Dear [Client Contact Person], Thank you for choosing the Firm. This engagement letter (the “Letter”) confirms the terms on which we will provide our services. Please read it carefully and sign below to confirm your acceptance. 1. PURPOSE OF THIS LETTER This Letter sets out the scope of our engagement, the responsibilities of each Party, our fees and the other terms that will govern our work for you. Once signed by both Parties, it forms a binding agreement and applies to any later work of a similar nature unless a new letter is issued. 2. SCOPE OF SERVICES The Firm will provide the following services (the “Services”): [Description of Services]. The Services will be performed under the supervision of [Responsible Professional], who will be your main point of contact. 3. SERVICES NOT INCLUDED Unless agreed in writing, the Services do not include: [Excluded Services]. Additional work requested by the Client will be quoted separately and confirmed in writing before it begins. 4. RESPONSIBILITIES OF THE FIRM The Firm will perform the Services with reasonable skill, care and diligence, in accordance with the professional standards and rules that apply to its profession. The Firm will keep the Client informed of material developments and will raise any matter that may affect the Services as soon as reasonably practicable. 5. RESPONSIBILITIES OF THE CLIENT The Client will provide, on time and in complete and accurate form, the following information and documents: [Information and Documents to Provide]. The Client is responsible for the accuracy of the information it supplies, for its own business decisions and for implementing any advice given. Delays or inaccuracies in the information provided may affect timing and fees. 6. TIMELINE The Services will begin on [Engagement Start Date] and are expected to be completed by [Expected Completion Date], provided that the Client meets its responsibilities under Section 5. Any change in timing will be communicated promptly in writing. 7. FEES AND BILLING (a) Fees. Our fees will be calculated as follows: [Fee Basis], plus applicable taxes and approved out-of-pocket expenses. (b) Billing. Invoices will be issued [Billing Frequency] and are payable within [Payment Due Days] days of the invoice date. (c) Late Payment. The Firm may suspend the Services if invoices remain unpaid after written notice, subject to any professional rules that apply. 8. RETAINER Before work begins, the Client will pay a retainer of [Retainer Amount], if applicable. The retainer will be held and applied to invoices as permitted by the rules of the Firm's profession, and any unused balance will be refunded at the end of the engagement. 9. CONFIDENTIALITY AND DATA PROTECTION The Firm will keep the Client's information confidential and will use it only to provide the Services, except where disclosure is required by law, regulation, court order or professional rules, including any client identification or anti-money-laundering obligations. Personal data will be processed in accordance with applicable data protection laws. 10. LIMITATION OF LIABILITY To the extent permitted by law and the rules of the Firm's profession, the Firm's total liability arising out of or in connection with this engagement will not exceed [Liability Cap]. The Firm will not be liable for indirect or consequential losses. This limitation does not apply to fraud, gross negligence, willful misconduct or any liability that cannot be limited by law. 11. TERM AND TERMINATION This engagement continues until the Services are completed. Either Party may terminate it by giving [Termination Notice Period] written notice. The Firm may also end the engagement where continuing would breach the law or its professional obligations. On termination, the Client will pay for Services performed and expenses incurred up to the termination date. 12. RECORDS AND WORK PRODUCT The Firm will retain its working files for [Record Retention Period] or longer where the law requires. Original documents provided by the Client will be returned on request. Unless agreed otherwise, the Client may use the final reports and deliverables for its own internal purposes once fees have been paid, while the Firm retains its working papers, methods and know-how. 13. GOVERNING LAW This Letter is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. The courts located in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes arising out of or relating to this engagement, unless the Parties agree in writing to mediation before litigation or a professional body's complaint procedure applies. 14. GENERAL PROVISIONS (a) Entire Agreement. This Letter, together with any attached terms of business, constitutes the entire agreement between the Parties concerning the Services and supersedes prior proposals and discussions on that subject. (b) Amendments. Modifications must be in writing and signed by both Parties. (c) Severability. If any provision is held unenforceable, the remaining provisions remain in effect. (d) Assignment. Neither Party may assign this Letter without the other Party's prior written consent. (e) Counterparts and Electronic Signatures. This Letter may be executed in counterparts, including electronic signatures, each of which will be deemed an original. We look forward to working with you. If these terms are acceptable, please sign below and return a copy to us. Sincerely, FIRM Name: [Firm Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ ACCEPTANCE BY THE CLIENT I have read and understood this engagement letter and agree to its terms on behalf of the Client. Name: [Client Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________