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Legal Solicitation Agreement

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LEGAL SOLICITATION AGREEMENT

This Legal Solicitation Agreement (the "Agreement") is made and entered into as of by and between Client Name: (the "Client"), and Solicitor Name: (the "Solicitor"). Client and Solicitor are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client is engaged in the business of providing legal services, legal products, or referrals and desires to expand its client base through targeted solicitation and referral activities; and

WHEREAS, Solicitor represents that Solicitor has the experience, contacts, and facilities necessary to solicit potential clients, leads, or referrals for Client in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth in writing the terms and conditions under which the Solicitor will perform solicitation services for Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Prospective Client" means any individual or entity introduced to Client by Solicitor who expresses a bona fide interest in the legal services or products offered by Client.

1.2 "Net Revenue" means the gross revenue actually received by Client from a Prospective Client referred by Solicitor, less refunds, credits, taxes collected on behalf of governmental authorities, and chargebacks.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Solicitor, and Solicitor accepts such engagement, to solicit Prospective Clients on the terms set forth in this Agreement. Solicitor shall perform solicitation services in a professional manner and in accordance with the standards of the legal and business community.

2.2 Scope. Solicitor shall perform the following solicitation services:

3. SOLICITOR DUTIES; STANDARDS

3.1 Duties. Solicitor shall: (a) conduct solicitation activities diligently and in good faith; (b) identify and document the source of each Prospective Client; (c) obtain Client's prior written approval before using Client's trade names, marks, or marketing materials; and (d) comply with Client's reasonable written policies concerning solicitation.

3.2 No Authority to Bind. Solicitor has no authority to bind Client to any contract, representation, or warranty except as expressly authorized in writing by Client.

4. COMPENSATION

4.1 Fees. As full compensation for services rendered hereunder, Client shall pay Solicitor the following: Commission Rate: % of Net Revenue and/or Flat Fee: .

4.2 Payment Timing. Commission payments shall be made within days after Client's receipt of payment from the Prospective Client. Flat fees shall be payable as set forth in a written invoice.

4.3 Records and Audit. Solicitor shall keep complete and accurate records of all referrals and solicitations. Client shall have the right, at Client's expense and upon reasonable notice, to audit Solicitor's records relating to payments due under this Agreement during normal business hours.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means information disclosed by Client to Solicitor that is proprietary or confidential, including client lists, lead data, pricing, marketing strategies, and case files.

5.2 Non-Disclosure. Solicitor shall not disclose, use, or permit access to Confidential Information except as reasonably required to perform the Solicitor's obligations under this Agreement. This obligation shall continue for a period of following termination.

6. NON-SOLICITATION; NON-CIRCUMVENTION

6.1 Non-Solicitation. During the Term and for a period of after termination, Solicitor shall not directly solicit or provide legal services to any Prospective Client procured under this Agreement without Client's written consent.

6.2 Non-Circumvention. Solicitor shall not, directly or indirectly, cause the circumvention of Client with respect to any Prospective Client introduced by Solicitor.

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of (the "Term"), unless earlier terminated as provided herein.

7.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within after receipt of written notice specifying the breach.

7.3 Effect of Termination. Termination shall not relieve Client of its obligation to pay commissions earned prior to termination. Sections concerning Confidentiality, Non-Solicitation, Indemnification, and Governing Law shall survive termination.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement, law, or obligation.

8.2 Solicitor represents that Solicitor's solicitation activities will comply with all applicable laws, rules, and professional conduct standards, and that Solicitor will not make any false or misleading statements on behalf of Client.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of any representation, warranty, or covenant in this Agreement, or the negligence or willful misconduct of the Indemnifying Party.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither Party's aggregate liability under this Agreement shall exceed the fees paid or payable to Solicitor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

10. COMPLIANCE WITH LAWS

10.1 Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including laws related to solicitation, data protection, anti-corruption, and the unauthorized practice of law.

11. NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement must be in writing and shall be delivered to the addresses below by hand, national mail, or other commercially reasonable means:

12. MISCELLANEOUS

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

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

12.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state selected by the Parties: State: . The Parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Agreement.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

ADDITIONAL PROVISIONS

Individual    Corporation    Limited Liability Company

Individual    Corporation    Limited Liability Company

Client Printed Name:

By:

Date:

Solicitor Printed Name:

By:

Date:

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What a Legal Solicitation Agreement Is and When it Applies

A Legal Solicitation Agreement is a written contract that governs the terms under which one party solicits legal services, client introductions, or referrals from another party. It typically defines the scope of permitted outreach, compensation or referral fees, confidentiality obligations, permitted jurisdictions, and the duration of the solicitation period. The instrument allocates responsibilities for compliance with professional conduct rules, consumer disclosures, and data protection. Parties use it to document mutual expectations and reduce risk when one professional or organization seeks to introduce potential clients to a law firm or legal service provider.

Why a Clear Solicitation Agreement Matters

A documented agreement reduces regulatory and ethical risk, clarifies compensation, and preserves evidence of consent and scope of solicitation.

Why a Clear Solicitation Agreement Matters

Who Commonly Prepares and Signs These Agreements

Typical users include law firms, referral partners, and in-house counsel responsible for third-party outreach.

  • Law firms and partners coordinating paid referrals or referral fee arrangements with other professionals.
  • In-house legal and compliance teams managing outside counsel panels and approved referrer lists.
  • Business development or marketing teams arranging introductions, events, or lead-sharing under documented terms.

The agreement also serves marketing, compliance, and business development teams that coordinate referrals or paid-solicitation programs.

Signatory Roles and Typical Authorities

Managing Partner

A firm’s managing partner or authorized partner usually executes a solicitation agreement on behalf of the law firm and accepts responsibility for compliance with professional conduct rules and fee-sharing limits. They confirm authority to bind the firm and designate who may receive referral payments.

General Counsel

Corporate general counsel or an authorized procurement manager signs for a corporate client or referral organization, confirming budget, permitted referral channels, data handling expectations, and the company’s internal approval for payments to outside referrers.

Core Elements to Include in a Professional Agreement

A robust Legal Solicitation Agreement sets clear boundaries and operational detail so each party understands obligations and limitations.

Parties

Full legal names and entity types for each party, including state of formation and a designated contact for notices.

Scope

Describe permitted solicitation activities, geographic or client-type limits, excluded practices, and any banned outreach methods.

Compensation

Specify referral fees or commissions, payment timing, invoicing requirements, and any holdbacks or clawback conditions.

Compliance

Reference applicable ethical rules, state bar restrictions, consumer disclosure obligations, and requirements to avoid conflicts of interest.

Confidentiality

Non-disclosure provisions for shared lead or client information and permitted uses of contact data.

Termination

Notice periods, cure rights, and post-termination obligations such as outstanding payments and data return or deletion.

Step-by-Step: Drafting, Reviewing, and Signing

Complete these steps in order to prepare a valid, enforceable solicitation agreement.

  • 01
    Draft Terms: Outline scope, fees, compliance, and confidentiality in a single draft.
  • 02
    Internal Review: Have legal and compliance review for ethics and regulatory constraints.
  • 03
    Counterparty Review: Send to the other party for negotiation and final edits.
  • 04
    Execute: Obtain authorized signatures, apply notarization if required, and retain copies.

How to Configure an Online Signing Workflow

Set up a clear eSignature flow to reduce signer friction and collect evidence of consent.

Field Configuration
Signer Order Sequential or parallel routing depending on approval needs.
Authentication Email link plus SMS code for medium assurance; KBA for higher assurance.
Required Fields Mark signature, date, printed name, and fee fields as mandatory to prevent omissions.
Retention Enable PDF audit trail and store copies in secure cloud storage.

Where to Send and File the Final Agreement

Decide recipients and retention location before execution to ensure notices and payments flow correctly.

  • Primary Recipient: Designated legal or compliance contact at each party.
  • Internal Records: Corporate counsel and finance departments for payment tracking.
  • Cloud Archive: Secure, access-controlled document repository for originals.
  • Optional Filing: Court filing only if the agreement is made part of litigation or settlement.

Digital Signing and Technical Requirements

Use a secure eSignature platform that preserves an audit trail and supports required authentication.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Formats: PDF and DOCX accepted
  • Security: TLS and AES-256 encryption

Consequences of an Incorrect or Incomplete Agreement

Unenforceable Agreement: Contract may be void or challenged
Regulatory Penalties: State bar discipline or fines possible
Payment Disputes: Referral fees may be withheld or clawed back
Privacy Violations: HIPAA or state privacy fines possible
Reputational Harm: Loss of client trust and market credibility
Litigation Risk: Exposure to breach and malpractice claims

Common Preparation Mistakes to Avoid

  • Using ambiguous compensation language that leaves fee triggers undefined, which often causes disputes and delayed payments during reconciliation.
  • Failing to include an express consumer-disclosure and consent process where consumer-facing obligations exist under ESIGN, which can undermine enforceability.
  • Collecting signatures without verifying signer authority, leading to later challenges that the signer lacked corporate power to bind the entity.
  • Neglecting data-protection clauses and secure transfer methods, increasing the risk of HIPAA or state privacy breaches when handling client information.

Key Security and Compliance Controls to Require

Encryption in Transit: TLS 1.2/1.3
Encryption at Rest: AES-256
Audit Trail: Detailed event logs and timestamps
Certifications: SOC 2 Type II
HIPAA Support: BAA available
Regulatory Fit: 21 CFR Part 11 capable

Comparing eSignature Options for Executing Solicitation Agreements

Select an eSignature solution that supports HIPAA if needed, audit trails, and the authentication level your agreement requires; pricing and features vary by vendor.

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

Practical Tips for Accurate and Efficient Completion

Follow these practices to reduce revision cycles and ensure the agreement stands up to regulatory and ethical scrutiny.

Use Clear, Measurable Terms
Define exact payment triggers, timelines, and measurable deliverables to avoid disputes and simplify accounting.
Confirm Signing Authority
Verify the signer’s authority with corporate resolutions or written agency confirmation before finalizing payments.
Preserve an Audit Trail
Capture timestamps, IP addresses, and authentication method details when collecting electronic signatures to support attribution.
Keep Template Versions
Maintain controlled templates and version history to ensure consistent language and simplify future audits or renegotiations.

Common Timeframes and Notice Deadlines to Build In

Include clear timing for effective date, notice periods, and payment triggers to avoid ambiguity and missed obligations.

Effective Date:

MM/DD/YYYY format; marks when obligations begin

Payment Trigger:

Define event that triggers payment and payment window

Termination Notice:

Commonly 30 or 60 days written notice

Cure Period:

Specify time to remedy breaches, often 10–30 days

Record Retention:

State required retention periods and access timelines

Key Processing Milestones from Draft to Archive

Track these numbered milestones to ensure the agreement moves from draft to enforceable record without gaps.

01

Draft Completed

Agreement language finalized and internal approvals obtained

02

External Review

Counterparty review and negotiated edits completed

03

Execution

Signatures collected with appropriate authentication

04

Storage and Retention

Final PDF, audit trail, and backups stored securely

Frequently Asked Questions

Answers to common practical and legal questions about using and enforcing a Legal Solicitation Agreement.


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