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Legal Sub of Counsel Agreement

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LEGAL SUB OF COUNSEL AGREEMENT

This Sub of Counsel Agreement (the Agreement) is entered into as of Effective Date: by and between Engaging Firm Name: with principal address: (hereafter "Firm"), and Sub of Counsel Name: with principal address: (hereafter "Sub"), each a Party and collectively the Parties.

RECITALS

WHEREAS, Firm is retained to provide legal services to Client Name: in connection with Matter: ; and

WHEREAS, Firm desires to engage Sub to perform specified legal services on Firm's behalf for the Matter and Sub represents that Sub is duly licensed, competent and has the requisite experience and insurance to perform such services; and

WHEREAS, Sub is willing to provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Firm hereby retains Sub, and Sub accepts such engagement, to perform the legal services described in the Scope of Services below on behalf of Firm for the Matter. Sub shall perform only those services expressly authorized in writing by Firm.

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until the completion of the Scope of Services unless earlier terminated as provided in this Agreement.

2.2 Termination. Either Party may terminate this Agreement for convenience upon written notice to the other Party. Unless otherwise agreed, termination shall be effective upon delivery of written notice, provided that the terminating Party shall give advance notice of Days' Notice: where practicable. Firm may terminate immediately for cause upon written notice in the event of Sub's material breach, disbarment, or failure to maintain required insurance.

3. COMPENSATION AND BILLING

3.1 Fees. Sub shall be compensated for services rendered at the following rates and terms: Hourly Rate: per hour, or as otherwise agreed in writing.

3.2 Expenses. Firm shall reimburse Sub for reasonable and preapproved out-of-pocket expenses incurred in connection with the Matter upon submission of receipts or other substantiation.

4. CONFLICTS; AUTHORITY

4.1 Conflicts. Sub represents that Sub is not aware of any conflict of interest that would preclude Sub from undertaking the engagement. Sub shall promptly disclose to Firm any actual or potential conflict or disqualifying representation that arises during the term of this Agreement.

4.2 Authority. Sub acknowledges that Sub acts at the direction of Firm and shall not enter into any agreements, settlements, or commitments on behalf of Firm or the Client without Firm's express prior written authorization.

5. CONFIDENTIALITY AND PRIVILEGE

5.1 Confidentiality. Sub shall keep confidential all non-public information obtained in the course of performing services and shall use such information solely for the benefit of the Matter, consistent with applicable rules of professional conduct.

5.2 Privilege. All communications and work product prepared by Sub for the Matter shall be privileged and shall be treated as attorney-client work product owned by Firm and the Client. Sub shall promptly deliver all files, documents, and effects relating to the Matter to Firm upon request or termination.

6. WORK PRODUCT; OWNERSHIP

6.1 Ownership. All work product, including drafts, memoranda, pleadings, research, and other materials produced by Sub in the performance of services under this Agreement shall be the property of Firm and the Client and shall be delivered to Firm upon request or upon termination.

7. INDEPENDENT CONTRACTOR; TAXES

7.1 Independent Contractor. Sub is retained as an independent contractor. Nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship between the Parties. Sub shall be solely responsible for all federal, state, and local taxes and contributions.

8. INSURANCE AND INDEMNIFICATION

8.1 Insurance. Sub shall maintain professional liability insurance in commercially reasonable amounts and upon request shall provide certificates of insurance evidencing such coverage. Insurance Limits:

8.2 Indemnification. Sub shall indemnify, defend and hold harmless Firm and its partners, members, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Sub's gross negligence, willful misconduct or breach of this Agreement.

9. RECORDS; AUDIT

9.1 Records. Sub shall keep contemporaneous time and expense records related to the Matter and shall permit Firm to inspect and copy such records upon reasonable notice during normal business hours.

10. SUBCONTRACTING

10.1 Subcontracting. Sub shall not delegate or subcontract any material portion of the services without Firm's prior written consent. Any permitted subcontractors shall be subject to the terms of this Agreement and Sub shall remain fully responsible for their acts and omissions.

11. NOTICES

11.1 Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate in writing.

12. GOVERNING LAW; VENUE

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

13. ENTIRE AGREEMENT; AMENDMENT

13.1 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, representations, and understandings, whether oral or written.

13.2 Amendment. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

14. SEVERABILITY; WAIVER; COUNTERPARTS

14.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.2 Waiver. No waiver of any breach of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

14.3 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 transmitted by electronic means shall be binding.

15. MISCELLANEOUS

15.1 Remedies. The Parties acknowledge that a breach of certain provisions, including confidentiality and ownership provisions, may cause irreparable harm for which monetary damages are inadequate, and that equitable relief, including injunction, may be appropriate in addition to other remedies.

Engaging Firm:

By:

Date:

Sub of Counsel:

By:

Date:

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What a Legal Sub of Counsel Agreement Covers

A Legal Sub of Counsel Agreement is a written contract that sets the terms under which a primary law firm engages another lawyer or law firm (the sub of counsel) to perform legal services on a matter. It allocates responsibilities such as scope of work, fee sharing, client communications, conflict checks, confidentiality, malpractice coverage, and termination rights. The agreement clarifies billing and invoicing procedures, consent mechanics for client substitution, and who controls strategic decisions. Proper documentation reduces ethical risks and supports fee allocation and insurance coverage when multiple counsel participate on a file.

Why firms and attorneys use this agreement

A documented sub of counsel arrangement protects client interests, preserves attorney-client privilege boundaries, clarifies financial splits, and creates an audit trail for billing and ethical compliance under state rules and ABA guidance.

Why firms and attorneys use this agreement

Typical users and signers

Use the agreement to document roles, fee splits, client consent, malpractice allocation, and notification procedures between all parties.

  • Lead law firms that retain specialist or local counsel for litigation or transactional matters.
  • Independent 'of counsel' or contract attorneys handling discrete tasks or jurisdictional work.
  • Corporate in-house legal teams contracting outside counsel for overflow or foreign-jurisdiction work.

Who typically signs this agreement

Lead Counsel

Senior partner or authorized representative who controls the matter and is responsible for client consent and fee allocation; signs to confirm engagement terms and oversight obligations, often including indemnity and reporting requirements.

Sub Counsel

Individual attorney or outside law firm accepting delegated work and fee share; signs to acknowledge scope, insurance limits, confidentiality duties, and compliance with client-authorized instructions and conflict procedures.

Core clauses to include

A complete agreement addresses the main legal and operational risks so both firms can perform and bill confidently.

Scope of Work

Define tasks, deliverables, jurisdictional limits, and who makes litigation or settlement decisions to avoid overlapping duties and client confusion.

Fee Allocation

State how fees and costs are split or billed, method of invoicing, fee-shifting arrangements, and whether client consent to division of fees is required.

Client Consent

Describe how the client will be informed and consent obtained when required by ethics rules or when fees are divided between firms.

Confidentiality

Obligate sub counsel to maintain privilege, return or destroy files on request, and follow security practices for client data and documents.

Insurance & Indemnity

Specify malpractice insurance requirements, limits, and indemnity obligations for errors, omissions, and third-party claims.

Termination & Transition

Set notice periods, file transfer procedures, and billing finalization steps to preserve client representation continuity.

Step-by-step: completing and executing the agreement

Follow these steps to prepare, review, and execute a compliant sub of counsel agreement with clear responsibilities and records.

  • 01
    Prepare Draft: Populate firm names, scope, fees, and dates.
  • 02
    Run Conflict Check: Both firms confirm no conflict before signing.
  • 03
    Obtain Client Consent: Provide disclosures and get written client approval if required.
  • 04
    Execute & Archive: Have authorized signers sign and store a final copy.

How to set up a secure e-signing workflow

Configure routing, authentication, and retention so signed agreements and audit trails meet legal and firm requirements.

Field Configuration
Routing Order Lead counsel → sub counsel → client (or client first if consent required)
Authentication Use email plus SMS or ID verification for higher assurance
Template Save standardized clause sets as reusable templates
Retention Store signed PDF with audit trail for the retention period

Typical electronic execution flow

The electronic signing process follows a linear flow from draft to completed record with an audit trail for each action.

  • Upload Document: Add finalized PDF or DOCX to the signing platform.
  • Place Fields: Add signature, date, and initial fields for each signer.
  • Assign Signers: Enter emails and set signing order and authentication.
  • Complete Signing: System captures timestamps, IP, and produces a certificate.

Security and compliance data to verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Detailed timestamps, IP addresses, actions
Certifications: SOC 2 Type II; ISO 27001
HIPAA Support: BAA available for covered entities
ESIGN/UETA: Compliant with ESIGN and UETA
21 CFR Part 11: Support for FDA-regulated records

Practical drafting and execution tips

These tips reduce ambiguity and ethical or billing disputes when multiple counsel handle the same matter.

Be specific about tasks and authority
Spell out which counsel can negotiate, settle, or instruct experts. Clear delegation avoids overlapping communications and preserves client instructions.
Document client consent where fee-splitting occurs
If fees are divided, obtain and store written client consent consistent with state ethics rules; include a copy of consent with the agreement.
Align insurance and indemnity clauses
Require minimum malpractice limits and confirm coverage prior to performance to protect both firms and the client from uninsured claims.
Use standardized templates with firm-specific clauses
Maintain a vetted template that includes mandatory firm policies, conflict procedures, and a standard retention schedule to speed reviews.

Common preparation mistakes to avoid

  • Failing to obtain written client consent when required, creating ethical and billing disputes.
  • Using vague scope language such as 'assist as needed' rather than listing concrete tasks and limits.
  • Neglecting to confirm malpractice insurance coverage and effective dates before work begins.
  • Omitting a clear fee invoicing method or failing to state who bills the client and how expenses are recovered.

Key risks and potential consequences

Ethics Violations: Disciplinary action
Fee Disputes: Client litigation risk
Malpractice Exposure: Insurance claims
Privilege Loss: Inadvertent disclosure
Contract Voidance: Enforceability questions
Regulatory Fines: State bar penalties

Typical timeline items to track

Track key dates to ensure timely client notices, billing, and transition events when working with sub counsel.

Effective Date Entry:

Date agreement takes effect; starts notice and payment cycles.

Client Consent Deadline:

Specify deadline for client to accept fee-splitting or substitution.

Billing Cycle:

State invoice frequency and payment due days.

Termination Notice:

Number of days required to end the sub arrangement.

File Transfer Timing:

When files and matter records must be delivered after termination.

Key milestones from engagement to close

A sequential milestone view helps coordinate client notifications, work handoff, and final accounting.

01

Engagement

Lead firm issues engagement and runs conflict check.

02

Consent

Client consent and disclosures completed and documented.

03

Performance

Sub counsel performs tasks and submits work product.

04

Closeout

Final invoices issued and files transferred per agreement.

How this agreement differs from similar documents

Compare common distinctions so you pick the right contract type for delegation, employment, or vendor relationships.

Criteria Sub of Counsel Independent Contractor
Employment relationship possibly yes
Professional licensing required depends
Fee structure split or referral salary or hourly
Malpractice coverage required by clause varies

eSignature vendor comparison for executing agreements

Compare vendor starting prices and key capabilities relevant to legal teams. signNow is listed first per comparison format requirements.

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 Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year No cap No cap No cap

Integrations and file formats to consider

Confirm the platform supports secure storage, certificate generation, and the audit trail format your compliance team requires.

  • Integrations: Salesforce | NetSuite | Microsoft 365 | Google Workspace
  • File Formats: PDF, DOCX, HTML, Excel
  • APIs & Tools: SSO, API access, and audit exports

Frequently asked questions about Sub of Counsel agreements

Answers to common concerns about enforceability, client consent, insurance, and electronic execution for sub of counsel arrangements.


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