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Legal Of Counsel Agreement

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LEGAL OF COUNSEL AGREEMENT

THIS LEGAL OF COUNSEL AGREEMENT (the Agreement) is entered into as of by and between Client Name: with principal address at (Client), and Of Counsel: with primary office at (Of Counsel).

RECITALS

WHEREAS, Client desires to retain counsel to provide legal services on the terms and conditions set forth in this Agreement; and

WHEREAS, Of Counsel is duly admitted and in good standing to practice law and has represented to Client that Of Counsel has the expertise, staffing, and insurance to perform the services described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of legal services by Of Counsel to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Engagement

1.1 Engagement. Client hereby engages Of Counsel to provide legal services described in Section 2 and Of Counsel accepts such engagement on the terms set forth in this Agreement. The relationship created by this Agreement is that of an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship.

2. Scope of Services

2.1 Services. Of Counsel shall provide legal services to Client in connection with the following matters:

2.2 Exclusions. Services do not include litigation or representation in matters not expressly authorized in writing by Client, unless agreed in writing by the parties. Of Counsel shall obtain Client's written consent prior to engaging in any activity that may reasonably be expected to result in significant additional fees or exposure.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on the effective date stated above and continue until terminated as provided herein. Initial term (months):

3.2 Termination. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days after receipt of written notice of the breach.

4. Compensation; Expenses

4.1 Fees. Client shall pay Of Counsel for services at the following rate(s): Hourly rate $ per hour, or as otherwise agreed in writing. Alternative fee arrangements, if any, are described here:

4.2 Billing and Payment. Of Counsel will submit invoices to Client on a basis. Invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Expenses. Client shall reimburse Of Counsel for reasonable and necessary out-of-pocket expenses incurred in connection with the performance of services, including filing fees, travel, courier and express delivery charges, and third-party vendor costs. Expenses will be billed in accordance with Of Counsel's expense policies.

Expenses reimbursed: Yes

5. Insurance; Indemnity

5.1 Insurance. Of Counsel shall maintain professional liability insurance in an amount not less than $ per claim and shall provide a certificate of insurance upon reasonable request.

5.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

6. Confidentiality

6.1 Confidential Information. For the purposes of this Agreement, Confidential Information means non-public information, documents and materials disclosed by Client to Of Counsel in connection with the engagement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. Of Counsel shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as necessary to perform services hereunder or as required by law, and shall use at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

7. Conflicts of Interest; Compliance

7.1 Conflicts. Of Counsel represents that, to the best of its knowledge after reasonable inquiry, there are no actual or potential conflicts of interest that would prevent Of Counsel from performing the services. If a conflict arises, Of Counsel will notify Client promptly and, if required by applicable rules of professional conduct, shall obtain Client's informed written consent prior to undertaking or continuing representation.

7.2 Compliance with Rules. Of Counsel shall comply with all applicable rules of professional conduct and legal ethics, including duties of competence, diligence and confidentiality.

8. Work Product; Records

8.1 Ownership. Client shall own all deliverables and documents prepared by Of Counsel specifically for Client in connection with the engagement (Work Product). Of Counsel may retain copies for its files, subject to Client's confidentiality rights.

8.2 Records and Audit. Of Counsel shall maintain contemporaneous time, billing and expense records relating to services provided. Client shall have the right to examine such records upon reasonable prior notice and during normal business hours, not more than once per calendar year, to verify billed fees and expenses.

Audit rights: Acknowledged

9. Independent Contractor

Of Counsel shall perform services hereunder as an independent contractor and not as an employee or agent of Client. Of Counsel shall have the sole right to control and direct the means and manner of performing the services, subject to Client's right to approve legal strategy and substantive matters.

10. Non-Solicitation

During the term of this Agreement and for a period of months following termination, neither party shall solicit for employment or engagement any employee or contractor of the other party who had material involvement in the engagement, without the other party's prior written consent.

11. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by written notice to the other.

12. Amendments; Waiver; Severability; Entire Agreement; Counterparts

12.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

12.2 Waiver. No waiver of any provision or breach shall be effective unless in writing and signed by the party waiving the right. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

12.4 Entire Agreement. This Agreement, together with any exhibits or written fee arrangements signed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and communications, whether written or oral, relating to the subject matter hereof.

12.5 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 transmitted by electronic imaging shall be deemed originals for all purposes.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Client - Printed Name:

By:

Date:

Of Counsel - Printed Name:

By:

Date:

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What a Legal Of Counsel Agreement Is and when it applies

The Legal Of Counsel Agreement is a written engagement that defines the relationship between a law firm or an individual attorney and a client organization when the attorney serves in an of counsel capacity. It sets the scope of services, allocation of responsibilities, fee and billing arrangements, confidentiality protections, conflicts procedures, and the term of the advisory role. The document clarifies whether the attorney will handle active matters, provide specialized subject-matter advice, or act solely as an advisor without client-facing litigation duties, reducing ambiguity about authority and ethical obligations.

Why documenting an of counsel relationship matters

A clear Legal Of Counsel Agreement reduces ethical and operational risk by defining scope, billing, confidentiality, and conflict-check procedures. It protects client privilege, sets expectations for authority and contact with clients, and creates a defensible record for billing and compliance reviews.

Why documenting an of counsel relationship matters

Typical users and situations for this agreement

This agreement suits law firms, solo practitioners, and corporations engaging external legal advisors in an advisory or specialty role.

  • Law firms bringing on experienced attorneys for specialized advice or capacity support.
  • In-house departments contracting outside counsel for niche regulatory, compliance, or transactional matters.
  • Individual attorneys serving 'of counsel' to retain firm affiliation without assuming partnership responsibilities.

Use the agreement to formalize responsibilities, limit ambiguity, and ensure the arrangement complies with professional conduct obligations and company policies.

Who reviews and signs this agreement

General Counsel

The in-house counsel who negotiates and reviews the Of Counsel Agreement on behalf of the company. They coordinate scope, billing standards, and conflicts checks, and ensure the arrangement aligns with corporate governance and procurement policies.

Of Counsel Attorney

A lawyer contracted to provide specialized advice or mentoring without full partnership duties. They need clarity on billing method, permitted client contact, confidentiality obligations, and any firm policies that limit court appearances or client representation.

Core provisions every professional agreement should include

A well-drafted Legal Of Counsel Agreement addresses responsibilities, compensation, confidentiality, conflict checks, term and termination, and liability allocation so both parties understand expectations and risks.

Scope of Services

A detailed description of permitted activities, excluded matters, deliverables, and limits on client representation so the attorney's duties are precise and enforceable.

Compensation

Clear billing method: hourly rates, flat fees, retainer rules, invoicing schedule, expense reimbursement, and any fee caps or approval requirements for additional work.

Confidentiality

Non-disclosure and privilege protections, handling of client files, secure communications, and rules for sharing sensitive information or engaging subcontractors.

Conflicts

Procedures for conflicts checks, required disclosures, consent or waiver mechanics, and steps to resolve or decline representation where conflicts arise.

Term & Termination

Effective date, renewal terms, notice periods, immediate termination triggers, transition obligations, and post-termination confidentiality or non-solicitation clauses.

Liability & Indemnity

Limits on liability, insurance expectations, indemnification for third-party claims, and whether malpractice claims are subject to arbitration or litigation.

Essential information to include on the form

Party Names: Full legal names of all parties
Effective Date: MM/DD/YYYY effective date of agreement
Scope of Services: Clear description of counsel duties
Compensation: Hourly, flat fee, or retainer terms
Confidentiality: Non-disclosure and client privilege terms
Termination: Notice period and post-termination obligations

Step-by-step: completing and finalizing the agreement

Follow these steps to complete a Legal Of Counsel Agreement accurately and reduce review cycles.

  • 01
    Prepare Parties: List full legal names and contact information.
  • 02
    Define Scope: Specify services, limits, and deliverables.
  • 03
    Set Fees: State rates, invoicing, and payment terms.
  • 04
    Sign & Archive: Obtain signatures, date, and store securely.

Configuring an electronic workflow for this agreement

Configure an e-sign workflow that enforces required fields, signer authentication, and retention for the completed agreement.

Field Configuration
Required Fields Signature, Date, Printed Name field required
Signer Order Of counsel signs before General Counsel
Authentication Email + SMS code or organization SSO
Retention Retain signed PDF and audit log

Typical electronic execution flow

This flow shows the typical routing and signing sequence for executing an Of Counsel agreement electronically.

  • Upload Doc: Add editable fields and attachments.
  • Assign Signers: Define signer order and roles.
  • Authenticate: Choose email, SMS, or KBA methods.
  • Complete: Signers receive final PDF and audit trail.

Platform and security considerations for e-signing

Ensure the e-sign platform supports required authentication, audit logs, and secure storage before sending the agreement.

  • File Formats: PDF and Word (DOCX) formats supported.
  • Integrations: Connects to Salesforce, NetSuite, Google Workspace.
  • Security: TLS 1.2/1.3 and AES-256 encryption

Dates and timing to include in the agreement

Key dates and standard deadlines to include in the Of Counsel Agreement help manage expectations and compliance obligations.

Effective Date:

Set as MM/DD/YYYY; governs when duties begin.

Signature Deadline:

Specify days for signing after delivery, e.g., 14 days.

Invoice Terms:

Net 30 or Net 45 payment terms from invoice date.

Termination Notice:

30–90 days typical; define immediate termination triggers.

Record Retention:

Retain signed agreement per company policy and law.

Key milestones from negotiation to oversight

Sequence of principal milestones from negotiation through execution, onboarding, ongoing oversight and compliance checks of an Of Counsel relationship.

01

Negotiation

Agree scope, fees, conflicts checks, and deliverables.

02

Execution

Sign agreement and record effective date.

03

Onboarding

Share firm policies, access rights, and contact info.

04

Periodic Review

Annual or matter-triggered review of scope and performance.

Common drafting pitfalls to avoid

  • Failing to define the scope clearly, leading to disputes over whether advisory work includes client representation or active case management.
  • Omitting conflict-check procedures and consent language, which may expose the firm to disciplinary action if an undisclosed conflict arises.
  • Using vague compensation clauses such as 'reasonable fees' without rates or billing intervals, causing billing disagreements and collection problems.
  • Neglecting to address intellectual property ownership, especially in technology or patent-related advisory arrangements, creating future ownership disputes.

Consequences of an incorrect or incomplete agreement

Ethics Violations: Conflicts of interest, Bar sanctions possible
Malpractice Exposure: Unclear duties increase litigation risk
Fee Disputes: Ambiguous billing leads to client claims
Invalid Contract: Missing signatures can void agreement
Tax Consequences: Misclassified payments affect reporting
Privacy Breach: Improper PHI handling risks HIPAA fines

Downloading, saving, and supporting documents

Preserve final executed copies and include supporting documentation when you archive an Of Counsel Agreement to ensure a complete compliance record.

Download Formats

Export executed agreements as secured PDFs and retain native DOCX copies when possible for redlines and internal records.

Audit Record

Keep the audit trail showing timestamps, signer IPs, authentication method, and signature events with the signed PDF for evidentiary support.

Supporting Documents

Attach conflict-check reports, client intake forms, fee schedules, and any BAAs or engagement letters to the record.

Version Control

Maintain a version log with revision dates and approver initials to track negotiated changes and final approved language.

Practical examples of how organizations use this agreement

Two common scenarios show how a clear agreement prevents disputes and preserves privilege while enabling flexible legal support.

Small Law Firm

A small firm engages an experienced attorney as Of Counsel to supplement practice areas without granting partnership rights.

  • Provides expert advice and client intake support.
  • The written Of Counsel Agreement defined billing, permitted client contact, and conflict procedures, preventing role confusion and protecting client privilege while keeping the arrangement administratively simple and compliant with professional rules.

Corporate Legal Team

An in-house legal team hires outside counsel as Of Counsel for regulatory expertise on discrete matters.

  • Provides specialized compliance guidance.
  • The engagement agreement limited representation to advisory work, required periodic conflict checks, and documented invoicing and transition obligations to ensure continuity and regulatory compliance.

Practical drafting and administration tips

Apply consistent drafting rules and administrative controls to reduce disputes and ensure the agreement satisfies ethical and corporate requirements.

Specify limited representation
Describe services, excluded activities, and whether the attorney may appear in court or contact clients directly. Clear boundaries reduce malpractice and fee disputes while protecting client privilege.
Define billing and expenses precisely
State rates, invoice timing, retainer handling, expense reimbursement rules, and approval thresholds. Precise billing language reduces disputes and supports predictable budgeting.
Address conflicts and privilege
Require initial and ongoing conflicts checks, define consent or waiver procedures, and confirm who controls privileged communications and client files.
Include termination and transition plans
Specify notice periods, outstanding matter handling, file transfer procedures, and post-termination confidentiality or non-solicitation obligations to minimize operational disruption.

eSignature vendor overview for executing agreements

Vendor pricing and feature comparison for eSignature options commonly used to execute Legal Of Counsel Agreements.

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 Yes, trial Yes, trial Yes, trial Yes, trial
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Legal Of Counsel Agreements

Answers to common questions about enforceability, e-signing, notarization, conflicts, and how to amend or terminate the agreement.


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