Is an electronic signature valid here?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are present.

Who must sign the agreement?

An authorized firm representative (managing partner or similar authority) and the Of Counsel attorney must sign; include printed names and titles to show authority.

Do I need a notary or witnesses?

Not typically required for a private Of Counsel Agreement, but state or firm-specific rules may require notarization for certain filings or to support self-proving status.

What about HIPAA or client PHI access?

If the Of Counsel will access PHI, include a BAA or HIPAA-specific confidentiality provisions and require secure handling consistent with 45 CFR §164.

How do I revoke or amend the agreement?

Follow the contract's amendment and termination clauses; generally, amendments should be in writing and signed by both parties to be effective.

Does the agreement create tax withholding obligations?

Typically an Of Counsel relationship is independent for tax purposes; confirm characterization with tax counsel and document payment and reporting obligations.

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Of Counsel Agreement with Law Partnership

Of Counsel Agreement with Law Partnership

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What an Of Counsel Agreement with Law Partnership Is

An Of Counsel Agreement with Law Partnership is a written contract that defines a lawyer's relationship with a law firm when they are neither a partner nor a regular associate. It specifies scope of work, billing and compensation arrangements, confidentiality, conflicts of interest, duration, and any limitations on client development or firm governance. The agreement clarifies whether the attorney will handle matters as an independent practitioner, share office resources, receive a portion of fees, or act as a part-time specialist. Well-drafted terms reduce ambiguity about responsibilities, professional obligations, and fee allocation.

Why firms and attorneys use an Of Counsel Agreement

An Of Counsel Agreement aligns expectations on scope, compensation, and ethics, and protects clients and the firm by documenting conflict checks and confidentiality obligations.

Who typically completes this agreement

Both law firms and individual attorneys complete this agreement when adding a counsel-level relationship that is not full partnership or employment.

Managing partners and firm administrators who oversee hiring and risk management.
Experienced attorneys joining a firm in a consultative or referral capacity.
General counsel or compliance officers reviewing bar and client-conflict obligations.

Primary parties who sign the agreement

Managing Partner

A senior partner or firm administrator who has authority to bind the partnership on engagement terms, fee splits, and conflict waivers; typically signs for the firm and ensures the arrangement complies with firm policy and bar rules.

Of Counsel Attorney

An attorney who holds the counsel title and agrees to defined responsibilities, compensation, and ethics obligations; signs to accept the scope, confidentiality, insurance, and termination terms set by the firm.

Core provisions that should appear in a professional Of Counsel Agreement

Include clear, specific language for the main contract elements so parties understand obligations, payments, and termination mechanics; vague terms create future disputes.

Parties

Identify the firm (legal entity) and the Of Counsel lawyer by full legal name, business address, and professional license state(s).

Scope of Work

Describe precisely which matters, practice areas, or client types the attorney will handle and any limitations on authority or client intake.

Compensation

State fee-splitting formulas, hourly rates, retainer handling, reimbursement of expenses, and timing of payments to avoid ambiguity.

Term and Termination

Specify start date, renewal terms, notice period for termination, and steps for unfinished matters and client transition on termination.

Confidentiality

Define confidentiality obligations, permitted disclosures, client file custody, and obligations on return or destruction of firm materials.

Conflicts and Ethics

Address conflict-check procedures, notification duties, professional liability insurance requirements, and disciplinary reporting responsibilities.

Step-by-step: completing and executing the agreement

Follow a consistent sequence from drafting to signature to ensure ethics compliance and secure recordkeeping.

01

Draft: Prepare agreement text reflecting negotiated scope and compensation.
02

Conflict Check: Run firm conflict search and resolve any issues before signing.
03

Review: Have legal counsel or compliance review for bar rules and malpractice exposure.
04

Execute: Obtain authorized signatures, dates, and deliver executed copies to each party.

How to set up an online workflow for this agreement

Configure document fields, signer order, and authentication before distribution to reduce rework and secure execution.

Field	Configuration
Signature Blocks	Place signature, printed name, title, and date fields for each signer.
Routing Order	Define signer sequence and conditional signers for multi-step approvals.
Authentication	Choose email, SMS, or stronger verification depending on sensitivity.
Retention Settings	Enable audit trail storage and export to firm document management.

Technical considerations for e-signing and storage

Ensure the chosen eSignature platform supports the authentication, audit trail, and compliance features your firm requires.

Integrations: Salesforce, NetSuite, Google Workspace
File Formats: PDF, DOCX, HTML supported
Security: TLS in transit, AES-256 at rest

Verify access controls, BAA availability for HIPAA scenarios, and export options for long-term retention.

Where to send and how to submit the completed agreement

Route executed copies to the firm records manager, the Of Counsel attorney, and the applicable client matter file to ensure proper notice and retention.

Firm Records: Store in the firm DMS under personnel and matter files.
Attorney Copy: Provide signed PDF to the Of Counsel for their records.
Billing: Send compensation terms to finance for setup.
Client File: Attach agreement to matter within the client file where relevant.

How an Of Counsel Agreement differs from similar documents

Compare core relationship elements to distinguish this agreement from independent contractor or employment contracts.

Criteria	Of Counsel	Independent Contractor
Relationship Duration	ongoing or term-limited	project-limited
Firm Integration	partial integration	minimal integration
Tax Withholding	usually independent	independent typically
Typical Signatories	partner + counsel	contractor + firm rep

Comparing eSignature vendor pricing and compliance for this agreement

Basic pricing and feature availability for common eSignature providers; signNow appears first per vendor comparison rules.

	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	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Required data elements to include in the agreement

Attorney Names: Full legal name

Bar Number: Registration ID

Scope: Detailed matter list

Compensation: Exact fee terms

Term Dates: Start and end dates

Signatures: Signed and dated

Primary risks and penalties from incorrect or incomplete agreements

Ethics Violations: Disciplinary action

Fee Disputes: Lost revenue or litigation

Confidentiality Breach: Client harm and sanctions

Unauthorized Practice: Regulatory penalties

Tax Exposure: Incorrect withholding

Contract Unenforceable: Ambiguous terms invalidated

Common mistakes to avoid when preparing the agreement

Leaving scope vague and relying on catch-all language increases the likelihood of billing disputes and disagreements over responsibilities.
Failing to run or document a firm conflict check before execution can create ethical violations and force withdrawal from matters.
Not specifying compensation mechanics (who invoices, how retainer splits work) leads to accounting errors and delayed payments.
Omitting termination mechanics or notice periods creates friction when the relationship needs to end and complicates client transitions.

Key dates and scheduling elements to include

Document clear calendar items for performance, notice, and payment deadlines to reduce disputes and ensure operational readiness.

Effective Date:

MM/DD/YYYY when obligations commence

Term Length:

Fixed term or ongoing with renewal

Notice Period:

Number of days required to terminate

Payment Schedule:

Dates or billing cycle for compensation

Review Date:

Periodic contract review timing

Frequently asked questions about Of Counsel Agreements

Answers to common legal, administrative, and e-signature questions related to Of Counsel Agreements.

Need help? Contact support

Is an electronic signature valid here?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are present.
Who must sign the agreement?
An authorized firm representative (managing partner or similar authority) and the Of Counsel attorney must sign; include printed names and titles to show authority.
Do I need a notary or witnesses?
Not typically required for a private Of Counsel Agreement, but state or firm-specific rules may require notarization for certain filings or to support self-proving status.
What about HIPAA or client PHI access?
If the Of Counsel will access PHI, include a BAA or HIPAA-specific confidentiality provisions and require secure handling consistent with 45 CFR §164.
How do I revoke or amend the agreement?
Follow the contract's amendment and termination clauses; generally, amendments should be in writing and signed by both parties to be effective.
Does the agreement create tax withholding obligations?
Typically an Of Counsel relationship is independent for tax purposes; confirm characterization with tax counsel and document payment and reporting obligations.

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