Can a Co-Counsel Agreement be signed electronically?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Do clients need a separate disclosure for electronic records?

If consumer-facing disclosures apply, provide the ESIGN consumer disclosure demonstrating the client can access records electronically and allow withdrawal of consent.

When is notarization required for this agreement?

Most Co-Counsel Agreements are private contracts and do not require notarization, but check state-specific needs if the agreement affects real property or is used as an affidavit.

What is the best way to record fee splits?

Use explicit formulas or percentages with examples, specify timing for disbursements, and state handling of refunds, costs, and third-party expenses to avoid disputes.

How should firms protect privileged communications?

Include clear confidentiality, privilege retention, and information-sharing limits; identify who controls privilege assertions and how privileged materials are managed.

What happens if a signatory is outside the U.S.?

Confirm ESIGN/UETA applicability for cross-border signatures, verify authentication methods, and consider local electronic signature legality and choice-of-law provisions.

Electronic Signature
Templates
Legal
Co-Counsel Agreement

Co-Counsel Agreement

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CO-COUNSEL AGREEMENT

This Co-Counsel Agreement ("Agreement") is entered into as of between Primary Counsel: , with principal office at , and Co-Counsel: , with principal office at .

RECITALS

WHEREAS, Primary Counsel is engaged in the representation of Client Name: , in matter described as Case Name: , pending in Court: , Docket/Ref No.: .

WHEREAS, Primary Counsel seeks to engage Co-Counsel to provide specialist legal services, trial assistance, and related representation consistent with the terms set forth below; and

WHEREAS, Co-Counsel has represented that it possesses the experience, resources, and licensure necessary to assist in the representation and to perform duties set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows.

1. APPOINTMENT AND SCOPE

1.1 Appointment. Primary Counsel engages Co-Counsel to provide legal services for the matter identified above. Co-Counsel accepts such engagement and agrees to perform legal services as set forth in this Agreement.

1.2 Scope. The specific scope of services to be provided by Co-Counsel shall include, at minimum, the following tasks:

Describe scope of services:

2. DUTIES AND RESPONSIBILITIES

2.1 Professional Standard. Co-Counsel will perform services in accordance with the Rules of Professional Conduct, applicable laws, and accepted standards of practice. Co-Counsel shall exercise independent professional judgment in representation.

2.2 Coordination. The Parties shall coordinate strategy and client communications. Primary Counsel retains ultimate authority to make decisions concerning client objectives, subject to any written delegation to Co-Counsel agreed by the client.

3. FEES, BILLING AND FEE-SHARING

3.1 Fee Arrangement. Fees charged to the Client for work performed by the Parties shall be allocated as follows: Primary Counsel share % and Co-Counsel share %. The Parties acknowledge that any fee-splitting shall comply with applicable ethical rules and any client consent requirements.

3.2 Billing and Invoicing. Each Party shall maintain contemporaneous records of time and expenses. Billing shall be rendered to the Client by:

Billing method (select one):

Joint invoice issued by Primary Counsel
Separate invoices issued by each counsel (client to remit according to invoice instructions)

3.3 Hourly Rates. If applicable, the billing rates are as follows:

Primary Counsel hourly rate: Co-Counsel hourly rate:

4. EXPENSES AND COSTS

4.1 Reimbursement. Litigation and case-related expenses shall be reimbursed by the Client. Unless otherwise agreed in writing, such expenses shall be advanced as follows: Primary Counsel advances % and Co-Counsel advances %.

4.2 Approval. Expenses in excess of $ require prior written approval from the Client.

5. CLIENT COMMUNICATION AND CONSENT

5.1 Client Consent. The Parties shall obtain and document the Client's written consent to this co-counsel arrangement, including disclosure of fee-splitting and allocation of responsibilities. Evidence of client consent shall be attached to the Client file.

Client consent attached:

Yes, client written consent is on file

6. CONFIDENTIALITY AND RECORDS

6.1 Confidentiality. Each Party shall maintain the confidentiality of all client information and privileged communications in accordance with applicable ethical obligations. No Party shall disclose privileged material without the client's informed consent, except as required by law.

6.2 Records. Each Party shall keep accurate and contemporaneous records of services performed and expenses incurred. Upon reasonable request, Parties shall permit inspection of records related to fee-splitting, billing, or expenses for the sole purpose of resolving disputes under this Agreement.

7. CONFLICTS OF INTEREST

7.1 Representations. Each Party represents that, to the best of its knowledge, no conflict of interest exists that would materially impair its ability to perform under this Agreement. If a conflict arises, the affected Party shall promptly disclose it to the other Party and to the Client.

7.2 Remedies. If the Parties cannot resolve a conflict consistent with applicable rules, the Parties shall take such steps as are necessary to protect the Client, including withdrawal if required.

8. TERM AND TERMINATION

8.1 Term. This Agreement is effective as of the Effective Date and continues until final resolution of the identified matter unless earlier terminated in accordance with this Section.

8.2 Termination. Either Party may terminate this Agreement for convenience upon providing days' written notice to the other Party, provided that such termination shall not relieve the terminating Party of obligations incurred prior to the effective date of termination.

9. INSURANCE; INDEMNITY

9.1 Insurance. Each Party shall maintain professional liability insurance in an amount consistent with customary practice for the type of representation undertaken. Upon request, a Party shall provide proof of insurance to the other Party.

9.2 Indemnity. Each Party agrees to indemnify and hold harmless the other Party from any claim, liability, loss, or expense arising from the indemnifying Party's negligence, willful misconduct, or breach of this Agreement, except to the extent such claims arise from the indemnitee's own negligence or breach.

10. NOTICES

10.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the Parties at their addresses set forth below or at such other address as either Party may designate by notice.

Primary Counsel notice address: Co-Counsel notice address:

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written agreement signed by both Parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No delay or failure to exercise any right shall operate as a waiver.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically shall have the same force and effect as original signatures.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of , without regard to choice-of-law principles.

12.2 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

13. DISPUTE RESOLUTION

13.1 Resolution. Any dispute arising under or related to this Agreement shall first be submitted to good-faith negotiations between senior counsel for the Parties. If not resolved within thirty (30) days, the Parties agree to submit the dispute to mediation before resorting to litigation.

If mediation fails, forum for resolution:

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign to a successor by merger or sale of substantially all of its assets.

Additional provisions or special terms:

Primary Counsel:

By:

Date:

Co-Counsel:

By:

Date:

What a Co-Counsel Agreement Is and When Parties Use It

A Co-Counsel Agreement is a written contract between two or more law firms or attorneys that defines a shared representation: division of responsibilities, fee splitting, client communication, and ethical obligations. It sets the scope of tasks each attorney will perform, identifies the client and matter, specifies compensation and costs distribution, and establishes confidentiality and conflict-of-interest protocols. The agreement also addresses decision-making authority, file retention, billing procedures, and procedures for terminating the collaboration to reduce client disputes and malpractice exposure.

Why a Clear Co-Counsel Agreement Matters

A formal Co-Counsel Agreement reduces ambiguity about responsibilities, allocates fees and costs transparently, and documents client consent to joint representation.

Who Typically Uses a Co-Counsel Agreement

Law firms and solo practitioners enter co-counsel arrangements for complex matters, cross-jurisdictional cases, or when specialized expertise is required.

Small firms partnering with specialist counsel for complex litigation or appellate work, sharing research, depositions, and trial responsibilities.
Regional or national firms collaborating with local counsel for jurisdictional presence, service of process, and courtroom representation.
In-house legal teams engaging outside counsel to supplement capacity or provide niche regulatory or technical expertise.

The agreement benefits clients and attorneys by clarifying duties, billing expectations, and contact points throughout the engagement.

Who Signs and Executes Co-Counsel Agreements

Lead Counsel

The lead counsel is typically a named attorney or partner responsible for client communication and overall strategy. Their signature confirms authority to bind the firm and accept the fee-splitting arrangement on behalf of the firm.

Client Representative

A client representative (individual or corporate officer) signs to confirm informed consent to joint representation, fee allocation, and the division of work between the co-counsel parties.

Essential Clauses to Include in a Professional Co-Counsel Agreement

A thorough agreement anticipates operational needs and ethical requirements. Include clear sections on scope, fees, authority, confidentiality, file management, and dispute resolution to avoid later ambiguity.

Parties Identified

Full legal names, firm names, addresses, bar numbers, and the client’s identity to ensure clarity on who is bound by the agreement and to prevent naming disputes.

Scope of Work

A precise task list and limits on authority — which motions, filings, depositions, or hearings each party will handle — to avoid overlapping responsibilities.

Fee Allocation

Detailed method for splitting fees and costs (percentage, hourly accounting, or flat allocation), timing of distributions, and handling of retainers and contingency recoveries.

Client Consent

A signed client consent clause confirming the client understands joint representation and agrees to fee splits and communication protocols, meeting ethical disclosure requirements.

Confidentiality

Mutual confidentiality and data protection terms, including treatment of privileged communications and any required HIPAA or client confidentiality safeguards where applicable.

Termination & Disputes

Procedures for withdrawal, successor counsel, allocation of unfinished work, and choice of law, plus an agreed dispute resolution mechanism such as arbitration or mediation.

Required Information Fields for the Agreement

Party Names: Full legal names

Client Identity: Client legal name

Scope Summary: Short task list

Fee Terms: Split method

Signature Blocks: Signed and dated

Governing Law: State selected

Step-by-Step: Completing a Co-Counsel Agreement

Follow these sequential steps to draft, review, and execute a compliant Co-Counsel Agreement with minimal risk.

01

Draft Terms: Outline scope, fees, and authority.
02

Client Consent: Provide written disclosure and obtain signature.
03

Internal Review: Have each firm’s ethics counsel review.
04

Execute: All parties sign and date.

How to Configure an Online Co-Counsel Signing Workflow

Set up a digital workflow that defines signing order, authentication, templates, and notifications to streamline execution and auditability.

Field \| Configuration	Signing Order \| Sequential or parallel routing
Recipient Authentication	Email link, SMS code, or knowledge-based verification
Reusable Template Setup	Save standard agreement text and fields for reuse
Audit Trail Settings	Enable timestamps, IP logging, and download certificates
Automated Reminders	Configure reminders and expiration windows

Where to Send, File, or Store the Executed Agreement

Routing and final storage should preserve the executed record and ensure accessibility by authorized parties.

Client Copy: Send a signed PDF to the client
Firm Records: Store in each firm’s matter file
Document Management: Archive in secure DMS or matter management
Court Filings: File with court only if required

Digital Signing and Platform Considerations

Choose an eSignature platform that provides secure authentication, an auditable trail, and exportable signed copies.

Authentication Options: Email, SMS, KBA available
Audit Trail: Timestamps and IP addresses
File Formats: PDF and DOCX exports

Ensure the provider supports ESIGN/UETA compliance and any industry-specific standards such as HIPAA BAAs where protected health information is involved.

eSignature Vendor Comparison for Executing a Co-Counsel Agreement

Compare baseline vendor features and starting prices relevant to securely signing and distributing Co-Counsel Agreements; signNow is listed first per product data.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Trial available	Trial available	Trial available	Trial available
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year limit	Varies by plan	Varies by plan	Varies by plan

Common Preparation Mistakes to Avoid

Failing to obtain written client consent or not disclosing fee-splitting terms leads to ethical complaints and possible unenforceability.
Vague scope language that omits specific duties can create duplicate work, billing disputes, and delays in critical filings.
Neglecting to define who controls settlement decisions or communications with opposing counsel increases malpractice exposure.
Overlooking platform authentication and audit trail settings when eSigning can make attribution and enforcement difficult.

Key Risks and Potential Consequences

Unenforceable Terms: May be voided

Ethics Violations: Bar discipline risk

Fee Disputes: Client litigation risk

Malpractice Exposure: Increased liability

Confidentiality Breach: Data protection penalties

Missed Deadlines: Statute of limitations risk

Supporting Documents and Download Options

Collect and attach supporting materials when finalizing a Co-Counsel Agreement; ensure signed copies are saved in immutable formats and distributed appropriately.

Supporting Documents

Client retainer letters, conflict waivers, engagement memos, and relevant pleadings should be attached and identified as exhibits to the agreement.

Export Formats

Save executed copies as PDF/A for long-term archival and maintain editable DOCX copies for internal file updates where version control is retained.

Distribution Copies

Provide each firm and the client a signed copy. Keep an archived copy in the matter management system with an audit trail.

Version Control

Stamp executed versions with date/time and maintain a single authoritative original to avoid conflicting copies.

Frequently Asked Questions About Co-Counsel Agreements

Answers to common execution, enforceability, and e-signature questions to help practitioners finalize Co-Counsel Agreements correctly.

Need help? Contact support

Can a Co-Counsel Agreement be signed electronically?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
Do clients need a separate disclosure for electronic records?
If consumer-facing disclosures apply, provide the ESIGN consumer disclosure demonstrating the client can access records electronically and allow withdrawal of consent.
When is notarization required for this agreement?
Most Co-Counsel Agreements are private contracts and do not require notarization, but check state-specific needs if the agreement affects real property or is used as an affidavit.
What is the best way to record fee splits?
Use explicit formulas or percentages with examples, specify timing for disbursements, and state handling of refunds, costs, and third-party expenses to avoid disputes.
How should firms protect privileged communications?
Include clear confidentiality, privilege retention, and information-sharing limits; identify who controls privilege assertions and how privileged materials are managed.
What happens if a signatory is outside the U.S.?
Confirm ESIGN/UETA applicability for cross-border signatures, verify authentication methods, and consider local electronic signature legality and choice-of-law provisions.

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