Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
(CLEAN)
SAMPLE WRITTEN FEE AGREEMENTS FORMS
INSTRUCTIONS AND COMMENTS
I. INTRODUCTION
The Committee on Mandatory Fee Arbitration of the State Bar has prepared three sample
attorney client fee agreements which the Board of Trustees has approved. They are advisory
only, are not required, and are not binding on the Courts, the State Bar of California, the Board
of Trustees, any persons or tribunals charged with regulatory responsibility or any members of
the State Bar.
The three attached agreements are: (1) an hourly litigation agreement (2) an hourly non-litigation
agreement and (3) a contingency fee agreement. There is another document entitled “Optional
Clauses and Disclosure Forms” which lists optional provisions and disclosure forms which an
attorney may need to consider in certain situations.
II. OVERVIEW
A. Intended Purpose and Limitations
Attorneys who are admitted to practice in California may use the attached sample agreements but
should also use their own independent legal and business judgment when creating their attorney-
client fee agreement. The samples are prepared in a formal contract style but the provisions can
be incorporated into a letter fee agreement if the attorney chooses to use that format. Attorneys
are encouraged to modify the samples to fit their needs, provided such modifications do not
conflict with Bus. & Prof. Code § 6146 et. seq. or the Rules of Professional Conduct.
B. Summary of Statutes and Rules of Professional Conduct
• Non-Contingent Fee Agreements—B&P §6148
Business and Professions Code Section 6148 governs non-contingent fee agreements. It requires
attorneys to have a written agreement whenever it is reasonably foreseeable that the client’s total
expense, including attorneys’ fees, will exceed $1,000. A written fee agreement is not required
when services are rendered in an emergency to avoid prejudice to the client or where the writing
is otherwise impractical, when the client is a corporation, when the client, after full disclosure,
makes a written waiver of the benefits of Section 6148, or when the fee agreement is implied in
fact by prior services of the same general kind having been rendered to and paid for by the client.
The agreement must state: (a) any basis for compensation including, but not limited to hourly
rates, statutory or flat fees and other standard, rates and charges; (b) the general nature of the
legal services to be provided; and (c) the responsibilities of attorney and client under the
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
agreement. The attorney is required to provide a fully executed copy of the agreement to the
client at the time the contract is signed.
Section 6148(b) also requires attorneys to provide their clients with written bills. A client may
request a bill at intervals of 30 days or greater. The attorney must provide the bill within 10 days
after the demand. All bills must state the amount, rate and basis for calculation or other method
of determining the attorney’s fees and costs.
Finally, if an attorney fails to comply with any provision of the statute, the fee agreement
becomes voidable at the client’s option and the attorney is only entitled to a reasonable fee.
• Contingent Fee Agreements—B&P §6147
Business and Professions Code Section 6147 governs contingent fee agreements. It contains the
same requirements as the Non-Contingent fee agreements discussed in the section above, and the
following additional requirements:
(a) A statement of the contingency fee percentage amount.
(b) A statement as to how disbursements and costs will affect the contingency fee
and the client’s recovery.
(c) A statement as to what extent, if any, the client could be required to pay any
compensation to the attorney for related matters that arise out of their relationship
not covered by their contingency fee agreement. This may include any amounts
collected for the client by the attorney.
(d) Unless the claim is subject to the provisions of Business and Professions Code
Section 6146 (Claim Against Health Care Provider) a statement that the fee is not
set by law but is negotiable between the attorney and client.
(e) If the claim is subject to Section 6146, a statement that the rates set forth for that
section are the maximum limits for the contingency fee and that the attorney and
client may negotiate a lower rate.
The attorney is required to provide a fully executed copy of the agreement to the client at the
time the contract is signed.
Finally, if an attorney fails to comply with any provision of the statute, the fee agreement
becomes voidable at the client’s option and the attorney is only entitled to a reasonable fee.
• Disclosure Concerning Professional Liability Insurance—CPRC 1.4.2
California Rule of Professional Conduct (CPRC) 1.4.2 requires attorneys who know or
reasonably should know that they do not have professional liability insurance to inform the client
in writing at the time the client hires the attorney that the attorney does not have professional
liability insurance. The attorney must disclose he/she is not insured whenever it is foreseeable
the representation will exceed four hours or when, during the course of representation, the
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
attorney no longer carries professional liability insurance. In the sample agreements, there is a
provision to disclose whether you have professional liability insurance or not.
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
III. INSTRUCTIONS FOR USE OF FORMS
A. Form No. 1: Hourly Litigation
• Conditions (Par. 1) and Effective Date (Par. 17)
Paragraph 1 (Conditions) and paragraph 17 (Effective Date) work together and outline various
conditions which must be met before the fee agreement is binding on the parties. If the
conditions are not met, the agreement may not take effect but the attorney may still be entitled to
recover a reasonable fee. (B&P 6148(a), 6148(c))
• Scope of Services and Attorney’s Duties (Par. 2) and Client’s Duties (Par. 3)
The attorney should fill in a detailed description of the services to be provided. This may be a
statutory requirement. (B&P 6148(a)(2)) This paragraph excludes representation in an appeal,
collection proceedings after judgment or proceedings regarding renewal of a judgment. It also
provides that a separate written agreement is required for these services and any other services
not provided in the description. Paragraph 3 lists all the duties the client must fulfill during the
attorney-client relationship, which may be a statutory requirement. (B&P 6148(a)(3))
• Deposit (Par. 4)
Although a deposit is not required, if the attorney chooses to require a deposit, he or she should
keep this clause in the agreement and fill in the amount of the initial deposit and the date it must
be paid. Rule of Professional Conduct 1.15(a) requires that advances for fees, costs and expenses
must be deposited into the attorney’s client trust account. Since an attorney cannot withdraw
funds from the trust account without the client’s authorization, an authorization is included in
this paragraph. There is also a recitation that the deposit is not an estimate of the total fees and
costs to be charged.
When the initial deposit is exhausted, the provision permits the attorney to require a further
deposit and the attorney should fill in the amount. Finally, in the “Optional Clauses” document
there is a provision for a “Replenishing Deposit” which permits the attorney to require the client
replenish the deposit each month.
• Legal Fees (Par. 5)
Since Business & Professions Code Section 6148(a)(1) requires the attorney to list hourly rates,
the attorney should fill in the rates for each attorney and the attorney’s personnel. The provision
also states that rates are subject to change on 30 days written notice to the client. The attorney
may withdraw from the representation if the client declines to pay the increased rate and if
permitted under the California Rules of Professional Conduct. The paragraph also contains a list
of various tasks for which an attorney may charge the client. The agreement provides for a
minimum charge of one-tenth of an hour. This list may be modified.
• Costs and Other Charges (Par. 6); Other Fees and Costs (Par. 7)
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
In paragraph 6 there is a list of common costs and expenses in a litigation matter. The attorney
can add to or delete from the list and should fill in the rates for certain charges to comply with
the statute. (If applicable, B&P 6148(b)) The provision also allows the attorney to hire experts
and consultants and to obtain the client’s consent before a certain amount is incurred. The
attorney should fill in the amount in subparagraph (d).
Paragraph 7 describes the situation where the Court awards attorney’s fees and costs to another
party after trial or arbitration and states it is the obligation of the client to pay these fees and
costs. It also recites the client understands that any award for attorney’s fees to the client does
not affect the amount of fees and costs the client owes the attorney under the fee agreement.
• Bills (Par. 8)
Paragraph 8 complies with the statute regarding billing requirements. (B&P 6148(b)) The
attorney should fill in when payment is due. It also highlights the client’s obligation to review
each bill and communicate any objections, questions or concerns so the issue can be resolved
promptly.
• Client Approval for Settlement (Par. 9)
Paragraph 9 recites the client has the absolute right to accept or reject settlement and the attorney
will not settle or compromise the client’s claim without the client’s consent.
• Discharge and Withdrawal (Par. 10)
California Rule of Professional Conduct 1.16 recites the circumstances in which an attorney can
or must withdraw from the representation. Paragraph 10 lists these circumstances and whether
the attorney may recover attorney fees and costs after withdrawal.
• Conclusion of Services (Par. 11)
This paragraph states that final payment is due on completion of the attorney services, when an
attorney is discharged or withdraws. It also contains a description concerning return of the
client’s original file under CPRC 1.16(e)(1) and whether the file will be maintained or disposed
of when the client does not request its return. The attorney should fill in the period the attorney
will keep the file. If the client wants the file to be retained for a different period of time, the
provision requires that agreement to be in writing and specify who will bear the cost of storage.
• Disclaimer of Guarantee (Par. 12)
This paragraph states the attorney makes no guarantee about the outcome of the client’s matter
and any statements the attorney makes should not be construed as a guarantee. It also provides
that any client deposit or attorney statements about fees and costs are not a limitation on fees or
any guarantee they will not exceed the deposit or estimate. Since this is an important provision,
the attorney and client should initial it acknowledging their understanding and agreement.
• No Tax Advice (Par. 14)
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
Since many documents an attorney prepares may have significant tax implications, this
paragraph provides the attorney has not been retained to give tax advice and the client should
consult with tax advisors regarding the matter. This paragraph should be deleted when the client
hires the attorney to provide tax advice.
• Construction Clauses (Par. 15-18)
Paragraphs 15-18 are standard provisions concerning the construction of the agreement.
B. Form No. 2: Hourly Non-Litigation
The Instructions and Comments concerning the Hourly Litigation Sample Agreement apply to
the Hourly Non-Litigation Sample with the following exceptions:
• Scope of Services (Par. 2)
The references to litigation services are deleted.
• Client’s Duties (Par. 3)
The references to legal proceedings are deleted.
• Deposit (Par. 4)
The references to trial and arbitration are deleted.
• Legal Fees (Par. 5)
The references to litigation fees are deleted.
• Costs and Other Charges (Par. 6)
The references to litigation costs are deleted.
• Other Costs and Fees (Par. 7)
The paragraph entitled “Other Costs and Fees” is deleted.
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
C. Form No. 3: Contingency
The Instructions and Comments concerning the Hourly Litigation Sample Agreement apply to
the Contingent Fee Agreement with the following exceptions:
• Scope of Services (Par. 2)
This paragraph excludes the defense of the client in any matter and the representation of the
client on a cross-complaint or cross-claim.
• Legal Fees (Par. 4)
This paragraph complies with the statutory requirements of Business and Professions Code
Section 6147, which governs contingent fee agreements. It also recites the attorney fee is based
on the net recovery depending on the stage at which the settlement or judgment is reached. Since
the amount of the fee is subject to negotiation, this provision can be changed. The optional
clauses document contains other arrangements. The paragraph also addresses the situation where
the Court orders another party to pay the client’s attorney’s fees and costs. It recites that the
award is considered part of the client’s recovery. Finally, the paragraph lists thirteen (13) factors
from Rule of Professional Conduct 1.5 that are considered when determining whether an attorney
is entitled to a fee when the attorney fails to comply with the requirements of Section 6147, when
the attorney is discharged or when the attorneys withdraws with justifiable cause.
• Negotiability of Legal Fees (Par. 5)
Business and Professions Code Section 6147 requires this provision.
• Costs and Litigation Expenses (Par. 6)
This paragraph requires the client to pay for the costs of litigation and lists various costs which
can be charged. It also states that any award of fees and costs as a discovery or other sanction or
under a contract or statute shall belong to the attorney. If the Court assesses monetary sanctions
against the client for bad faith, this provision states the client must pay the sanction.
• Lien (Par. 10)
This paragraph provides the attorney has a lien on all claims that are the subject of the attorney's
representation. While under current law an attorney's lien in a contingency fee agreement (in
contrast to an hourly engagement or a combination of hourly and contingency) is not an adverse
interest as defined in Rule of Professional Conduct 1.8.1, it is recommended that the paragraph
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
recite the client may wish to seek the advice of an independent attorney before agreeing to this
provision. It is also recommended that both client and attorney should initial this paragraph to
acknowledge their understanding.
IV. OPTIONAL CLAUSES AND DISCLOSURE FORMS
A. Optional Clauses
There are many additional clauses an attorney may include in the fee agreement. Below is a
compilation of additional clauses which are all optional. In addition, there are several disclosure
forms an attorney may need to consider included in this section.
1. Arbitration Clause
An attorney may want to consult the firm’s malpractice insurance carrier regarding its position
on arbitration and particular arbitration provisions, including any award of attorney’s fees.
The suggested clause is appropriate for binding arbitration of all claims other than fee disputes
which are subject to non-binding arbitration under Business and Professions Code Sections 6200,
et seq. The agreement provides for full disclosure to the client of the ramifications of those
choices and the comparative advantages and disadvantages of other alternatives. This clause
advises the client of the right to have an independent attorney review.
2. Mediation Clause
This is an optional clause. However, if used, Evidence Code section 1129(a) requires that
attorneys provide written disclosure to the client regarding mediation confidentiality and that
communications between the attorney and client made in preparation for the mediation, or during
the mediation, are confidential and cannot be disclosed or used even if the client decides to sue
attorney for malpractice because of something that happens during the mediation.
Under Business and Professions Code Section 6200, a mediation option may be offered to the
parties after the attorney or client files a request for fee arbitration with some local bar
association or the State Bar fee arbitration programs.
The attorney may want to consider this in determining whether to include a pre-filing mediation
clause such as the suggested clause.
3. Interest Clause
It is legally and ethically proper to charge interest on fees. If the attorney elects to do so, this
clause provides appropriate language. Please keep in mind that interest, if charged, must be
reasonable so as not to violate either the prohibition against unconscionable fees nor the usury
provisions of the California Constitution. A periodic interest rate that does not exceed 10% per
annum simple interest should not violate California’s usury law. Generally, interest should begin
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
running only after a certain specified period, i.e., thirty, sixty or ninety days after the billing
invoice is rendered, if not paid within that time.
4. Replenishing Deposit
This is an alternative to Par. 4 in Forms 1 and 2, and provides for an automatically replenishing
deposit.
5. Attorneys’ Fees
An attorneys’ fees clause is permitted, except that attorneys’ fees are not recoverable in fee
arbitrations under Business and Professions Code Sections 6200, et seq. Further, an attorney may
not usually recover fees for representing him or herself. If this clause and an arbitration clause
are both used, the attorney’s fee provisions should be the same. Inclusion of this clause should be
cleared with the attorney’s malpractice insurance carrier.
6. Other Payor—Insurance
This clause may be used when an insurance company pays for some or all of the client’s attorney
fees. It also provides that if the insurance company refuses to pay the fees or only pays some of
the fees, the client is still responsible for payment.
7. Flat Fee
This clause is a suggested alternative to Paragraph 5 (Legal Fees and Billing Practices) where the
work is being performed on a fixed fee basis. Flat fees are governed by Rules 1.5(e) and 1.15(b)
of the Rules of Professional Conduct, which require certain written disclosures and
acknowledgment by the client where a flat fee paid in advance of performing the services will
be deposited into the lawyer or law firm’s operating account instead of a client trust account.
8. Division of Contingency Fees
This clause is required under California Rules of Professional Conduct 1.5.1 if the attorney wants
to associate another attorney who is not a member of his or her firm and will split the
contingency fee with the other attorney. The associated attorney should sign the fee agreement or
other writing acknowledging the fee division.
9. “Other Attorney”–Hourly
This clause is required under California Rules of Professional Conduct Rule 1.5.1. This clause
may be appropriate where the attorney contemplates working with another attorney who is not a
partner, associate or shareholder of the attorney. Charging associate counsel fees as a cost in an
hourly fee case is appropriate, but is a suspect practice in contingency fee litigation. Separate
sample clauses are therefore offered for hourly and contingency fee cases.
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
10. Payment of Referral
This clause is required under California Rules of Professional Conduct 7.2(b) and provides that
the payment of the referral fee to the referring attorney will not increase the client’s legal fees.
11. Lien—Hourly Fee Agreement
This clause satisfies the requirements set forth in the Supreme Court case, Fletcher v. Davis
(2004) 33 Cal. 4th 61. In that case the court held an attorney who wishes to secure payment of
hourly legal fees and costs with a lien must comply with California Rules of Professional
Conduct 1.8.1. That rule requires the attorney must advise the client in writing of the adverse
consequences of the lien and advise the client of his or her right to obtain an independent
attorney to review the lien provision before the client signs the fee agreement.
The attorney should have the client initial this clause.
12. Excluded Services
An attorney may limit or exclude certain services in the fee agreement and this clause provides
for the exclusion. Under Nichols v. Keller (1993) 15 Cal. App. 4th 1672 the attorney must alert
the client of the possible need to employ other counsel to handle the excluded services. Pursuant
to Meighan v. Shore (1995) 34 CA 4th 1025, an attorney also must alert the client’s spouse of a
possible claim for loss of consortium and whether the attorney will be handling the loss of
consortium claim.
13. Contingency Language Options
There are a variety of ways an attorney can represent a client in a contingent fee. These various
clauses describe the various options including how the fee is paid, whether the client or the
attorney advances cost and how it affects the client’s recovery.
14. Consent to Use of E-mail and Cloud Services
This clause informs the client that attorney will communicate with e-mail and store electronic
documents using cloud computing services.
B. Disclosure Forms
1. Third Party Payor Forms
A Third Party Payor agreement is appended. It can be used when someone other than the client
pays the client's attorney’s fees and costs. There is a selection to be made when completing the
form. One selection allows an attorney to share information regarding the representation with
the Third Party payor and the other selection prohibits sharing information.
2. Joint/Multiple Client Disclosure and Consent Form
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
This form may be appropriate for use when an attorney represents more than one
individual/entity and wants to disclose potential conflicts of interest and obtain waivers.
3. Mediation Notification and Acknowledgement Form – Evidence Code Section
1129(a)
Under Evidence Code section 1129(a), you are required to provide a Mediation Notification
Disclosure form to your client prior to attending a mediation. When using this form, it must be
(1) on one page; (2) not attached to any other document given to the client; (3) be printed in at
least 12 point font; (4) be in the client’s preferred language; (5) be dated; and (6) include the
names and signatures of the attorney and client.
V. CONCLUSION
These forms are disseminated in the hope that they will be useful to attorneys in their practice.
Attorneys are urged to make alterations to these forms so that they conform to the attorney’s
practice and the needs and requirements of the attorney and clients, subject always to satisfying
the statutory requirements for fee agreements and the Rules of Professional Conduct.
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
(REDLINE)
SAMPLE WRITTEN FEE AGREEMENTS FORMS
INSTRUCTIONS AND COMMENTS
I. INTRODUCTION
The Committee on Mandatory Fee Arbitration of the State Bar has prepared three sample
attorney client fee agreements which the Board of Trustees has approved. They are advisory
only, are not required, and are not binding on the Courts, the State Bar of California, the Board
of Trustees, any persons or tribunals charged with regulatory responsibility or any members of
the State Bar.
The three attached agreements are: (1) an hourly litigation agreement (2) an hourly non-litigation
agreement and (3) a contingency fee agreement. There is another document entitled “Optional
Clauses and Disclosure Forms” which lists optional provisions and disclosure forms which an
attorney may need to consider in certain situations.
II. OVERVIEW
A. Intended Purpose and Limitations
Attorneys who are admitted to practice in California may use the attached sample agreements but
should also use their own independent legal and business judgment when creating their attorney-
client fee agreement. The samples are prepared in a formal contract style but the provisions can
be incorporated into a letter fee agreement if the attorney chooses to use that format. Attorneys
are encouraged to modify the samples to fit their needs, provided such modifications do not
conflict with Bus. & Prof. Code § 6146 et. seq. or the Rules of Professional Conduct.
B. Summary of Statutes and Rules of Professional Conduct
• Non-Contingent Fee Agreements—B&P §6148
Business and Professions Code Section 6148 governs non-contingent fee agreements. It requires
attorneys to have a written agreement whenever it is reasonably foreseeable that the client’s total
expense, including attorneys’ fees, will exceed $1,000. A written fee agreement is not required
when services are rendered in an emergency to avoid prejudice to the client or where the writing
is otherwise impractical, when the client is a corporation, when the client, after full disclosure,
makes a written waiver of the benefits of Section 6148, or when the fee agreement is implied in
fact by prior services of the same general kind having been rendered to and paid for by the client.
The agreement must state: (a) any basis for compensation including, but not limited to hourly
rates, statutory or flat fees and other standard, rates and charges; (b) the general nature of the
legal services to be provided; and (c) the responsibilities of attorney and client under the
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
agreement. The attorney is required to provide a fully executed copy of the agreement to the
client at the time the contract is signed.
Section 6148(b) also requires attorneys to provide their clients with written bills. A client may
request a bill at intervals of 30 days or greater. The attorney must provide the bill within 10 days
after the demand. All bills must state the amount, rate and basis for calculation or other method
of determining the attorney’s fees and costs.
Finally, if an attorney fails to comply with any provision of the statute, the fee agreement
becomes voidable at the client’s option and the attorney is only entitled to a reasonable fee.
• Contingent Fee Agreements—B&P §6147
Business and Professions Code Section 6147 governs contingent fee agreements. It contains the
same requirements as the Non-Contingent fee agreements discussed in the section above, and the
following additional requirements:
(a) A statement of the contingency fee percentage amount.
(b) A statement as to how disbursements and costs will affect the contingency fee
and the client’s recovery.
(c) A statement as to what extent, if any, the client could be required to pay any
compensation to the attorney for related matters that arise out of their relationship
not covered by their contingency fee agreement. This may include any amounts
collected for the client by the attorney.
(d) Unless the claim is subject to the provisions of Business and Professions Code
Section 6146 (Claim Against Health Care Provider) a statement that the fee is not
set by law but is negotiable between the attorney and client.
(e) If the claim is subject to Section 6146, a statement that the rates set forth for that
section are the maximum limits for the contingency fee and that the attorney and
client may negotiate a lower rate.
The attorney is required to provide a fully executed copy of the agreement to the client at the
time the contract is signed.
Finally, if an attorney fails to comply with any provision of the statute, the fee agreement
becomes voidable at the client’s option and the attorney is only entitled to a reasonable fee.
• Disclosure Concerning Professional Liability Insurance—CPRC 1.4.23-410
California Rule of Professional Conduct (CPRC) 1.4.23-410 requires attorneys who know or
reasonably should know that they do not have professional liability insurance to inform thea
client in writing at the time the client hires the attorney that the attorney does not have
professional liability insurance. The attorney must disclose he/she is not insured whenever it is
foreseeable the representation will exceed four hours or when, during the course of
representation, the attorney no longer carries professional liability insurance. In the sample
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
agreements, there is a provision to disclose whether you have professional liability insurance or
not.
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
III. INSTRUCTIONS FOR USE OF FORMS
A. Form No. 1: Hourly Litigation
• Conditions (Par. 1) and Effective Date (Par. 17)
Paragraph 1 (Conditions) and paragraph 17 (Effective Date) work together and outline various
conditions which must be met before the fee agreement is binding on the parties. If the
conditions are not met, the agreement may not take effect but the attorney may still be entitled to
recover a reasonable fee. (B&P 6148(a), 6148(c))
• Scope of Services and Attorney’s Duties (Par. 2) and Client’s Duties (Par. 3)
The attorney should fill in a detailed description of the services to be provided. This may be a
statutory requirement. (B&P 6148(a)(2)) This paragraph excludes representation in an appeal,
collection proceedings after judgment or proceedings regarding renewal of a judgment. It also
provides that a separate written agreement is required for these services and any other services
not provided in the description. Paragraph 3 lists all the duties the client must fulfill during the
attorney-client relationship, which may be a statutory requirement. (B&P 6148(a)(3))
• Deposit (Par. 4)
Although a deposit is not required, if the attorney chooses to require a deposit, he or she should
keep this clause in the agreement and fill in the amount of the initial deposit and the date it must
be paid. Rule of Professional Conduct 1.15(a) requires that advances for fees, costs and expenses
must be deposited into the attorney’s client trust account. Since an attorney cannot withdraw
funds from the trust account without the client’s authorization, an authorization is included in
this paragraph. There is also a recitation that the deposit is not an estimate of the total fees and
costs to be charged.
When the initial deposit is exhausted, the provision permits the attorney to require a further
deposit and the attorney should fill in the amount. Finally, in the “Optional Clauses” document
there is a provision for a “Replenishing Deposit” which permits the attorney to require the client
replenish the deposit each month.
• Legal Fees (Par. 5)
Since Business & Professions Code Section 6148(a)(1) requires the attorney to list hourly rates,
the attorney should fill in the rates for each attorney and the attorney’s personnel. The provision
also states that rates are subject to change on 30 days written notice to the client. The attorney
may withdraw from the representation if the client declines to pay the increased rate and if
permitted under the California Rules of Professional Conduct. The paragraph also contains a list
of various tasks for which an attorney may charge the client. The agreement provides for a
minimum charge of one-tenth of an hour. This list may be modified.
• Costs and Other Charges (Par. 6); Other Fees and Costs (Par. 7)
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
In paragraph 6 there is a list of common costs and expenses in a litigation matter. The attorney
can add to or delete from the list and should fill in the rates for certain charges to comply with
the statute. (If applicable, B&P 6148(b)) The provision also allows the attorney to hire experts
and consultants and to obtain the client’s consent before a certain amount is incurred. The
attorney should fill in the amount in subparagraph (d).
Paragraph 7 describes the situation where the Court awards attorney’s fees and costs to another
party after trial or arbitration and states it is the obligation of the client to pay these fees and
costs. It also recites the client understands that any award for attorney’s fees to the client does
not affect the amount of fees and costs the client owes the attorney under the fee agreement.
• Bills (Par. 8)
Paragraph 8 complies with the statute regarding billing requirements. (B&P 6148(b)) The
attorney should fill in when payment is due. It also highlights the client’s obligation to review
each bill and communicate any objections, questions or concerns so the issue can be resolved
promptly.
• Client Approval for Settlement (Par. 9)
Paragraph 9 recites the client has the absolute right to accept or reject settlement and the attorney
will not settle or compromise the client’s claim without the client’s consent.
• Discharge and Withdrawal (Par. 10)
California Rule of Professional Conduct 1.163-700 recites the circumstances in which an
attorney can or must withdraw from the representation. Paragraph 10 lists these circumstances
and whether the attorney may recover attorney fees and costs after withdrawal.
• Conclusion of Services (Par. 11)
This paragraph states that final payment is due on completion of the attorney services, when an
attorney is discharged or withdraws. It also contains a description concerning return of the
client’s original file under CPRC 1.16(e)(1)3-700(D)(1) and whether the file will be maintained
or disposed of when the client does not request its return. The attorney should fill in the period
the attorney will keep the file. If the client wants the file to be retained for a different period of
time, the provision requires that agreement to be in writing and specify who will bear the cost of
storage.
• Disclaimer of Guarantee (Par. 12)
This paragraph states the attorney makes no guarantee about the outcome of the client’s matter
and any statements the attorney makes should not be construed as a guarantee. It also provides
that any client deposit or attorney statements about fees and costs are not a limitation on fees or
any guarantee they will not exceed the deposit or estimate. Since this is an important provision,
the attorney and client should initial it acknowledging their understanding and agreement.
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
• No Tax Advice (Par. 14)
Since many documents an attorney prepares may have significant tax implications, this
paragraph provides the attorney has not been retained to give tax advice and the client should
consult with tax advisors regarding the matter. This paragraph should be deleted when the client
hires the attorney to provide tax advice.
• Construction Clauses (Par. 15-18)
Paragraphs 15-18 are standard provisions concerning the construction of the agreement.
B. Form No. 2: Hourly Non-Litigation
The Instructions and Comments concerning the Hourly Litigation Sample Agreement apply to
the Hourly Non-Litigation Sample with the following exceptions:
• Scope of Services (Par. 2)
The references to litigation services are deleted.
• Client’s Duties (Par. 3)
The references to legal proceedings are deleted.
• Deposit (Par. 4)
The references to trial and arbitration are deleted.
• Legal Fees (Par. 5)
The references to litigation fees are deleted.
• Costs and Other Charges (Par. 6)
The references to litigation costs are deleted.
• Other Costs and Fees (Par. 7)
The paragraph entitled “Other Costs and Fees” is deleted.
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
February 1, 2019July 24, 2015 Instructions and Comments
7
Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
C. Form No. 3: Contingency
The Instructions and Comments concerning the Hourly Litigation Sample Agreement apply to
the Contingent Fee Agreement with the following exceptions:
• Scope of Services (Par. 2)
This paragraph excludes the defense of the client in any matter and the representation of the
client on a cross-complaint or cross-claim.
• Legal Fees (Par. 4)
This paragraph complies with the statutory requirements of Business and Professions Code
Section 6147, which governs contingent fee agreements. It also recites the attorney fee is based
on the net recovery depending on the stage at which the settlement or judgment is reached. Since
the amount of the fee is subject to negotiation, this provision can be changed. The optional
clauses document contains other arrangements. The paragraph also addresses the situation where
the Court orders another party to pay the client’s attorney’s fees and costs. It recites that the
award is considered part of the client’s recovery. Finally, the paragraph lists thirteeneleven (131)
factors from Rule of Professional Conduct 1.54-200 that are considered when determining
whether an attorney is entitled to a fee when the attorney fails to comply with the requirements
of Section 6147, when the attorney is discharged or when the attorneys withdraws with
justifiable cause.
• Negotiability of Legal Fees (Par. 5)
Business and Professions Code Section 6147 requires this provision.
• Costs and Litigation Expenses (Par. 6)
This paragraph requires the client to pay for the costs of litigation and lists various costs which
can be charged. It also states that any award of fees and costs as a discovery or other sanction or
under a contract or statute shall belong to the attorney. If the Court assesses monetary sanctions
against the client for bad faith, this provision states the client must pay the sanction.
• Lien (Par. 10)
This paragraph provides the attorney has a lien on all claims that are the subject of the attorney's
representation. While under current law an attorney's lien in a contingency fee agreement (in
contrast to an hourly engagement or a combination of hourly and contingency) is not an adverse
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
interest as defined in Rule of Professional Conduct 1.8.13-300, it is recommended that the
paragraph recite the client may wish to seek the advice of an independent attorney before
agreeing to this provision. It is also recommended that both client and attorney should initial this
paragraph to acknowledge their understanding.
IV. OPTIONAL CLAUSES AND DISCLOSURE FORMS
A. Optional Clauses
There are many additional clauses an attorney may include in the fee agreement. Below is a
compilation of additional clauses which are all optional. In addition, there are several disclosure
forms an attorney may need to consider included in this section.
1. Arbitration Clause
An attorney may want to consult the firm’s malpractice insurance carrier regarding its position
on arbitration and particular arbitration provisions, including any award of attorney’s fees.
The suggested clause is appropriate for binding arbitration of all claims other than fee disputes
which are subject to non-binding arbitration under Business and Professions Code Sections 6200,
et seq. The agreement provides for full disclosure to the client of the ramifications of those
choices and the comparative advantages and disadvantages of other alternatives. This clause
advises the client of the right to have an independent attorney review.
2. Mediation Clause
This is an optional clause. However, if used, Evidence Code section 1129(a) requires that
attorneys provide written disclosure to the client regarding mediation confidentiality and that
communications between the attorney and client made in preparation for the mediation, or during
the mediation, are confidential and cannot be disclosed or used even if the client decides to sue
attorney for malpractice because of something that happens during the mediation.
Under Business and Professions Code Section 6200, a mediation option may be offered to the
parties after the attorney or client files a request for fee arbitration with some local bar
association or the State Bar fee arbitration programs.
The attorney may want to consider this in determining whether to include a pre-filing mediation
clause such as the suggested clause.
3. Interest Clause
It is legally and ethically proper to charge interest on fees. If the attorney elects to do so, this
clause provides appropriate language. Please keep in mind that interest, if charged, must be
reasonable so as not to violate either the prohibition against unconscionable fees nor the usury
provisions of the California Constitution. A periodic interest rate that does not exceed 10% per
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
annum simple interest should not violate California’s usury law. Generally, interest should begin
running only after a certain specified period, i.e., thirty, sixty or ninety days after the billing
invoice is rendered, if not paid within that time.
4. Replenishing Deposit
This is an alternative to Par. 4 in Forms 1 and 2, and provides for an automatically replenishing
deposit.
5. Attorneys’ Fees
An attorneys’ fees clause is permitted, except that attorneys’ fees are not recoverable in fee
arbitrations under Business and Professions Code Sections 6200, et seq. Further, an attorney may
not usually recover fees for representing him or herself. If this clause and an arbitration clause
are both used, the attorney’s fee provisions should be the same. Inclusion of this clause should be
cleared with the attorney’s malpractice insurance carrier.
6. Other Payor—Insurance
This clause may be used when an insurance company pays for some or all of the client’s attorney
fees. It also provides that if the insurance company refuses to pay the fees or only pays some of
the fees, the client is still responsible for payment.
7. Flat Fee
This clause is a suggested alternative to Paragraph 5 (Legal Fees and Billing Practices) where the
work is being performed on a fixed fee basis. Flat fees are governed by Rules 1.5(e) and 1.15(b)
of the Rules of Professional Conduct, which require certain written disclosures and
acknowledgment by the client where a flat fee paid in advance of performing the services will
be deposited into the lawyer or law firm’s operating account instead of a client trust account.
8. Division of Contingency Fees
This clause is required under California Rules of Professional Conduct 1.5.12-200 if the attorney
wants to associate another attorney who is not a member of his or her firm and will split the
contingency fee with the other attorney. The associated attorney should sign the fee agreement or
other writing acknowledging the fee division.
9. “Other Attorney”–Hourly
This clause is required under California Rules of Professional Conduct Rule 1.5.12-200. This
clause may be appropriate where the attorney contemplates working with another attorney who is
not a partner, associate or shareholder of the attorney. Charging associate counsel fees as a cost
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
in an hourly fee case is appropriate, but is a suspect practice in contingency fee litigation.
Separate sample clauses are therefore offered for hourly and contingency fee cases.
10. Payment of Referral
This clause is required under California Rules of Professional Conduct 7.2(b)2-200 and provides
that the payment of the referral fee to the referring attorney will not increase the client’s legal
fees.
11. Lien—Hourly Fee Agreement
This clause satisfies the requirements set forth in the Supreme Court case, Fletcher v. Davis
(2004) 33 Cal. 4th 61. In that case the court held an attorney who wishes to secure payment of
hourly legal fees and costs with a lien must comply with California Rules of Professional
Conduct 1.8.13-300. That rule requires the attorney must advise the client in writing of the
adverse consequences of the lien and advise the client of his or her right to obtain an independent
attorney to review the lien provision before the client signs the fee agreement.
The attorney should have the client initial this clause.
12. Excluded Services
An attorney may limit or exclude certain services in the fee agreement and this clause provides
for the exclusion. Under Nichols v. Keller (1993) 15 Cal. App. 4th 1672 the attorney must alert
the client of the possible need to employ other counsel to handle the excluded services. Pursuant
to Meighan v. Shore (1995) 34 CA 4th 1025, an attorney also must alert the client’s spouse of a
possible claim for loss of consortium and whether the attorney will be handling the loss of
consortium claim.
13. Contingency Language Options
There are a variety of ways an attorney can represent a client in a contingent fee. These various
clauses describe the various options including how the fee is paid, whether the client or the
attorney advances cost and how it affects the client’s recovery.
14. Consent to Use of E-mail and Cloud Services
This clause informs the client that attorney will communicate with e-mail and store electronic
documents using cloud computing services.
B. Disclosure Forms
1. Third Party Payor Forms
A Third Party Payor agreement is appended. It can be used when someone other than the client
pays the client's attorney’s fees and costs. There is a selection to be made when completing the
form. One selection allows an attorney to share information regarding the representation with
the Third Party payor and the other selection prohibits sharing information.
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment A: Sample Fee Agreement Forms: Instructions and Comments (Clean and Redline)
2. Joint/Multiple Client Disclosure and Consent Form
This form may be appropriate for use when an attorney represents more than one
individual/entity and wants to disclose potential conflicts of interest and obtain waivers.
3. Mediation Notification and Acknowledgement Form – Evidence Code Section
1129(a)
Under Evidence Code section 1129(a), you are required to provide a Mediation Notification
Disclosure form to your client prior to attending a mediation. When using this form, it must be
(1) on one page; (2) not attached to any other document given to the client; (3) be printed in at
least 12 point font; (4) be in the client’s preferred language; (5) be dated; and (6) include the
names and signatures of the attorney and client.
V. CONCLUSION
These forms are disseminated in the hope that they will be useful to attorneys in their practice.
Attorneys are urged to make alterations to these forms so that they conform to the attorney’s
practice and the needs and requirements of the attorney and clients, subject always to satisfying
the statutory requirements for fee agreements and the Rules of Professional Conduct.
February 1, 2019July 24, 2015 Instructions and Comments
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
(CLEAN)
Form No. 1
Sample Written Fee Agreement
1
Hourly Litigation
LAW FIRM
ADDRESS
CITY, STATE, ZIP
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit called for under Paragraph 4; and (c) Attorney acknowledges acceptance of
representation by counter-signing this Agreement and returning a fully executed copy to
Client. Upon satisfaction of these conditions, this Agreement will be deemed to take effect
as of [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. If a court
action is filed, Attorney will represent Client through trial and post-trial motions. This
Agreement does not cover representation on appeal or in collection proceedings after
judgment or proceedings regarding renewal of a judgment. A separate written agreement for
these services or services in any other matter not described above will be required. Attorney
is representing Client only in the matter described above.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not withhold information. Further Client
agrees to cooperate, to keep Attorney informed of any information or developments which
1
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code section 6148 but may not address varying contractual obligations which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019 Sample Fee Agreement Form: Hourly Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time,
and to keep Attorney advised of Client’s address, telephone number and whereabouts. Client
will assist Attorney by timely providing necessary information and documents. Client agrees
to appear at all legal proceedings when Attorney deems it necessary, and generally to
cooperate fully with Attorney in all matters related to the preparation and presentation of
Client’s claims.
4. DEPOSIT
Client agrees to pay Attorney an initial deposit of $________ [PROVIDE DEPOSIT
AMOUNT] by _______ [DATE] which will be deemed an advance deposit for fees and costs
to be incurred in this matter. The hourly charges and costs will be charged against the
Deposit. The initial Deposit, as well as any future deposits, will be held in Attorney’s Client
Trust Account. Client authorizes Attorney to use that deposit to pay the fees and other
charges. Client acknowledges that the deposit is not an estimate of total fees and costs to be
charged by Attorney, but merely an advance.
Client agrees that Attorney’s right to recover fees and costs from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client authorizes Attorney to withdraw
the funds from Attorney’s Client Trust Account to pay Attorney’s fees and costs ____
[PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If Attorney
receives a written objection from Client within ____ [PROVIDE NUMBER] days of sending
the bill, Attorney’s right to withdraw the amount that is identified in the objection shall be
deemed to be disputed, and Attorney will not withdraw the disputed fees and/or costs from
the Client Trust Account until the dispute is resolved. If Attorney receives an objection from
Client more than ___ [PROVIDE NUMBER] days after the date the bill is sent and after the
funds have been withdrawn, Attorney will not be required to redeposit the disputed fees
and/or costs into the Client Trust Account during the pendency of the dispute.
Client agrees to pay all deposits after the initial deposit within ___ [PROVIDE NUMBER]
days of Attorney’s demand. In the event there is any money from any deposit remaining in
Attorney’s Client Trust Account after Attorney’s final bill is satisfied, that money will be
promptly refunded to Client.
Whenever the deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $__________ [PROVIDE AMOUNT OF FURTHER DEPOSIT] at
any time before a trial or arbitration date is set. Once a trial or arbitration date is set, Client
will pay all sums then owing and deposit the Attorney’s fees estimated to be incurred in
preparing for and completing the trial or arbitration, as well as the jury fees or arbitration
fees, expert witness fees and other costs likely to be assessed. Those sums may exceed the
maximum deposit.
5. LEGAL FEES AND BILLING PRACTICES
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client agrees to pay by the hour at Attorney’s rates as set forth below for all time spent on
Client’s matter by Attorney and Attorney’s legal personnel. Current hourly rates for legal
personnel are as follows:
Senior partners ____________ /hour
Partners _____________ /hour
Associates _____________ /hour
Paralegals _____________ /hour
Law clerks _____________ /hour
The rates on this schedule are subject to change on 30 days written notice to Client. If Client
declines to pay increased rates, Attorney will have the right to withdraw as attorney for
Client if permitted under the Rules of Professional Conduct of the State Bar of California
and/or applicable law.
The time charged will include, but is not limited to, the time Attorney spends on telephone
calls, e-mails and other electronic communications relating to Client’s matter, including calls
and e-mails with Client, witnesses, opposing counsel, court personnel or other persons.
[OPTIONAL: The legal personnel assigned to Client’s matter may confer among themselves
about the matter, as required and appropriate. When they do confer, each person will charge
for the time expended, as long as the work done is reasonably necessary and not duplicative.
Likewise, if more than one of the legal personnel attends a meeting, court hearing or other
proceeding, each will charge for the time spent.] Time is billed in minimum increments one-
tenth (.1) of an hour. Attorney will charge for waiting time in court and elsewhere and for
travel time, both local and out of town.
6. COSTS AND OTHER CHARGES
(a) Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses in addition to
the hourly fees. The costs and expenses commonly include, service of process charges,
filing fees, court and deposition reporters’ fees, translator/interpreter fees, jury fees,
notary fees, deposition costs, long distance telephone charges, messenger and other
delivery fees, postage, outside photocopying and other reproduction costs, travel costs
including parking, mileage, transportation, meals and hotel costs, investigation expenses,
consultants’ fees, expert witness, professional, mediator, arbitrator and/or special master
fees and other similar items. The foregoing external costs and expenses will be charged
at Attorney’s cost. Internal charges are billed at the following rates: (1) mileage – IRS
Standard Mileage Rate; (2) in-house printing and photocopying – [__] [PROVIDE
RATE] cents per page; (3) facsimile charges – [__] [PROVIDE RATE] cents per page;
(4) postage at cost; and (5) computerized legal research at cost.
(b) Out-of-town travel. Client agrees to pay transportation, meals, lodging and all other costs
of any necessary out-of-town travel by Attorney and Attorney’s personnel. Client will
also be charged _____% [PROVIDE RATE] of the hourly rates for the time legal
personnel spend traveling.
February 1, 2019 Sample Fee Agreement Form: Hourly Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
(c) Experts, Consultants and Investigators. To aid in the preparation or presentation of
Client’s case, it may become necessary to hire expert witnesses, consultants or
investigators. Client agrees to pay such fees and charges. Attorney will select any expert
witnesses, consultants or investigators to be hired, and Client will be informed of persons
chosen and their charges.
(d) Attorney will obtain Client’s consent before incurring any costs in excess of
$_____________ [PROVIDE AMOUNT].
7. OTHER FEES AND COSTS
Client understands that if Client’s case proceeds to court action or arbitration, the court may
award attorney fees as well as some or all of the type of costs enumerated in Paragraph 6
above to the other party or parties. Payment of such attorney fees and costs shall be the sole
responsibility of Client. Similarly, other parties may be required to pay some or all of the
fees and costs incurred by the Client. Client acknowledges that any such determination does
not in and of itself affect the amount of the fees and costs to be paid by Client to Attorney
pursuant to this agreement.
8. BILLS
Attorney will send Client periodic bills for fees and costs incurred. Each bill will be payable
within ____ [PROVIDE NUMBER] days of its mailing date. Client may request a bill at
intervals of no less than 30 days. If Client so requests, Attorney will provide one within 10
days. Bills for the fee portion of the bill will include the amount, rate, basis for calculation,
or other method of determination of the Attorney’s fees. Bills for the cost and expense
portion of the bill will clearly identify the costs and expenses incurred and the amount of the
costs and expenses. Client agrees to promptly review all bills rendered by Attorney and to
promptly communicate any objections, questions, or concerns about their contents.
9. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
10. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to
pay Attorney’s fees or costs as required by this Agreement. Notwithstanding the discharge,
Client will remain obligated to pay Attorney at the agreed rates for all services provided and
to reimburse Attorney for all costs advanced.
11. CONCLUSION OF SERVICES
February 1, 2019 Sample Fee Agreement Form: Hourly Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for fees or costs will be due
and payable immediately.
Client may have access to Client’s case file at Attorney’s office at any reasonable time. At
the end of the engagement, Client may request the return of Client’s case file. If Client has
not requested the return of Client’s file, and to the extent Attorney has not otherwise
delivered it or disposed of it consistent with Client’s directions, Attorney will retain the case
file for a period of ________, [PROVIDE LENGTH OF TIME] after which Attorney is
authorized by this agreement to have the case file destroyed. If Client would like Attorney to
maintain Client’s case file for more than ___________ [PROVIDE LENGTH OF TIME]
after the conclusion of Attorney’s services for Client on a given matter, a separate written
agreement must be made between Attorney and Client, which may provide for Client to bear
the cost of maintaining the file. In the event Client requests that Attorney transfer possession
of Client’s case file to Client or a third party, Attorney is authorized to retain copies of the
case file at Attorney’s expense. The case file includes Client papers and property as defined
in Rule 3-700(D)(1) of the California Rules of Professional Conduct.
12. DISCLAIMER OF GUARANTEE AND ESTIMATES
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed
as a promise or guarantee about the outcome of the matter. Attorney makes no such
promises or guarantees. Attorney’s comments about the outcome of the matter are
expressions of opinion only, are neither promises nor guarantees, and will not be construed as
promises or guarantees. Any deposits made by Client, or estimate of fees given by Attorney,
are not a representation of a flat fee and will not be a limitation on fees or a guarantee that
fees and costs will not exceed the amount of the deposit or estimate. Actual fees may vary
significantly from estimates given.
13. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2(a), I am informing you in writing
that I ____have ____ do not have [CHECK APPROPRIATE ENTRY] professional liability
insurance.
14. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific
tax ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
15. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties. No other agreement, statement,
or promise made on or before the effective date of this Agreement will be binding on the
parties.
16. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
February 1, 2019 Sample Fee Agreement Form: Hourly Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
17. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both of them.
18. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of
this Agreement is for reference only. Even if this Agreement does not take effect, Client will
be obligated to pay Attorney the reasonable value of any services Attorney may have
performed for Client.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE,
JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS
AGREEMENT. CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS
AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ ATTORNEY OR LAW FIRM
By:______________________________
ATTORNEY
February 1, 2019 Sample Fee Agreement Form: Hourly Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Form No. 2
Sample Written Fee Agreement
2
Hourly Non-Litigation
LAW FIRM
ADDRESS
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit called for under Paragraph 4; and (c) Attorney acknowledges acceptance of
representation by counter-signing this Agreement and returning a fully executed copy to
Client. Upon satisfaction of these conditions, this Agreement will be deemed to take effect
retroactive to [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. This
Agreement does not cover litigation services of any kind, whether in court, arbitration,
administrative hearings, or government agency hearings. A separate written agreement for
these services or services in any other matter not described above will be required.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not to withhold information, to cooperate, to
keep Attorney informed of any information or developments which may come to Client’s
attention, to abide by this Agreement, to pay Attorney’s bills on time, and to keep Attorney
2
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code section 6148 but may not address varying contractual obligations, which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
7
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
advised of Client’s address, telephone number and whereabouts. Client will assist Attorney
by timely providing necessary information and documents.
4. DEPOSIT
Client agrees to pay Attorney an initial deposit of $________ [PROVIDE DEPOSIT
AMOUNT] by _________ [DATE] which will be deemed an advance deposit for fees and
costs to be incurred in this matter. The hourly charges and costs will be charged against the
Deposit. The initial Deposit, as well as any future deposit, will be held in Attorney’s Client
Trust Account. Client authorizes Attorney to use that deposit to pay the fees and other
charges. Client acknowledges that the deposit is not an estimate of total fees and costs to be
charged by Attorney, but merely an advance.
Client agrees that Attorney’s right to recover fees and costs from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client authorizes Attorney to withdraw
the funds from Attorney’s Client Trust Account to pay Attorneys’ fees and costs ____
[PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If Attorney
receives a written objection from Client within ______ [PROVIDE NUMBER] days of
sending the bill, Attorney’s right to recover the amount that is identified in the objection will
be deemed to be disputed, and Attorney will not withdraw the disputed fees and/or costs from
the Client Trust Account until the dispute is resolved. If Attorney receives an objection from
Client more than ___ [PROVIDE NUMBER] days after the date the bill is sent and after the
funds have been withdrawn, Attorney shall not be required to redeposit the disputed fees
and/or costs into the Client Trust Account during the pendency of the dispute.
Client agrees to pay all deposits after the initial deposit within ___ [PROVIDE NUMBER]
days of Attorney’s demand. In the event there is any money from any deposit remaining in
Attorney’s Client Trust Account after Attorney’s final bill is satisfied, that money will be
promptly refunded to Client.
Whenever the deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $__________ [PROVIDE AMOUNT OF FURTHER DEPOSIT] .
5. LEGAL FEES AND BILLING PRACTICES
Client agrees to pay by the hour at Attorney’s rates as set forth below for all time spent on
Client’s matter by Attorney and Attorney’s legal personnel. Current hourly rates for legal
personnel are as follows:
Senior partners ____________ /hour
Partners _____________ /hour
Associates _____________ /hour
Paralegals _____________ /hour
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Law clerks _____________ /hour
The rates on this schedule are subject to change on 30 days written notice to Client. If Client
declines to pay increased rates, Attorney will have the right to withdraw as attorney for Client
if permitted under the Rules of Professional Conduct of the State Bar of California and/or
applicable law.
The time charged will include, but is not limited to, the time Attorney spends on telephone
calls, e-mails and other electronic communications relating to Client’s matter, including calls
and e-mails with Client and other parties and attorneys. [OPTIONAL: The legal personnel
assigned to Client’s matter may confer among themselves about the matter, as required and
appropriate. When they do confer, each person will charge for the time expended, as long as
the work done is reasonably necessary and not duplicative. Likewise, if more than one of the
legal personnel attends a meeting or other proceeding, each will charge for the time spent].
Time is billed in minimum increments of one-tenth (.1) of an hour. Attorney will charge for
waiting time and for travel time, both local and out of town.
6. COSTS AND OTHER CHARGES
(a) Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses in addition to
the hourly fees. The costs and expenses commonly include notary fees, long distance
telephone charges, messenger and other delivery fees, postage, outside photocopying and
other reproduction costs, travel costs including parking, mileage, transportation, meals and
hotel costs, investigation expenses, translator/interpreter fees, consultants’ fees and/or
special master fees and other similar items. The foregoing external costs and expenses
will be charged at Attorney’s cost. Internal charges are billed at the following rates: (1)
mileage – IRS Standard Mileage Rate; (2) in-house printing and photocopying – [__]
[PROVIDE RATE] cents per page; (3) facsimile charges – [__][PROVIDE RATE] cents
per page; (4) postage at costs; and (5) computerized legal research at cost.
(b) Out-of-town travel. Client agrees to pay transportation, meals, lodging and all other costs
of any necessary out-of-town travel by Attorney and Attorney’s personnel. Client will
also be charged _____% [PROVIDE RATE] of the hourly rates for the time legal
personnel spend traveling.
(c) Experts, Consultants and Investigators. To aid in the preparation or presentation of
Client’s case, it may become necessary to hire expert witnesses, consultants or
investigators. Client agrees to pay such fees and charges. Attorney will select any expert
witnesses, consultants or investigators to be hired, and Client will be informed of persons
chosen and their charges.
(d) Attorney will obtain Client’s consent before incurring any costs in excess of
$_____________ [PROVIDE AMOUNT].
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
7. BILLS
Attorney will send Client periodic bills for fees and costs incurred. Each bill will be payable
within ____ [PROVIDE NUMBER] days of its mailing date. Client may request a bill at
intervals of no less than 30 days. If Client so requests, Attorney will provide one within 10
days. Bills for the fee portion of the bill will include the amount, rate, basis for calculation, or
other method of determination of the Attorney’s fees. Bills for the cost and expense portion of
the bill will clearly identify the costs and expenses incurred and the amount of the costs and
expenses. Client agrees to promptly review all bills rendered by Attorney and to promptly
communicate any objections, questions, or concerns about their contents.
8. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
9. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to pay
Attorney’s fees or costs as required by this Agreement. Notwithstanding the discharge, Client
will remain obligated to pay Attorney at the agreed rates for all services provided and to
reimburse Attorney for all costs advanced.
10. CONCLUSION OF SERVICES
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for fees or costs will be due and
payable immediately.
Client may have access to Client’s case file at Attorney’s office at any reasonable time. At the
end of the engagement, Client may request the return of Client’s case file. If Client has not
requested the return of Client’s file, and to the extent Attorney has not otherwise delivered it
or disposed of it consistent with Client’s directions, Attorney will retain the case file for a
period of ______ [PROVIDE LENGTH OF TIME], after which Attorney is authorized by this
agreement to have the case file destroyed. If Client would like Attorney to maintain Client’s
case file for more than _______ [PROVIDE LENGTH OF TIME] after the conclusion of
Attorney’s services for Client on a given matter, a separate written agreement must be made
between Attorney and Client, which agreement may provide for Client to bear the cost of
maintaining the file. In the event Client requests that Attorney transfer possession of Client’s
case file to Client or a third party, Attorney is authorized to retain copies of the case file. The
case file includes Client papers and property as defined in Rule 3-700(D)(1) of the California
Rules of Professional Conduct.
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
11. DISCLAIMER OF GUARANTEE AND ESTIMATES
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as
a promise or guarantee about the outcome of the matter. Attorney makes no such promises or
guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion
only, are neither promises nor guarantees, and will not be construed as promises or
guarantees. Any deposits made by client or estimate of fees given by Attorney are not a
representation of a flat fee and will not be a limitation on fees or a guarantee that fees and
costs will not exceed the amount of the deposit or estimate. Actual fees may vary
significantly from estimates given.
12. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2.(a), I am informing you in writing
that I ____have ____ do not have [CHECK APPROPRIATE ENTRY] professional liability
insurance.
13. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific tax
ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties. No other agreement, statement,
or promise made on or before the effective date of this Agreement will be binding on the
parties.
15. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
16. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both of them.
17. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of this
Agreement is for reference only. Even if this Agreement does not take effect, Client will be
obligated to pay Attorney the reasonable value of any services Attorney may have performed
for Client.
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE,
JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS AGREEMENT.
CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ ATTORNEY OR LAW FIRM
By:______________________________
ATTORNEY
February 1, 2019 Sample Fee Agreement Form: Hourly Non-Litigation
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Form No. 3
Sample Written Fee Agreement
3
Contingency Fee Agreement
LAW FIRM
ADDRESS
CITY, STATE, ZIP
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit for costs, if any, called for under Paragraph 7; and (c) Attorney acknowledges
acceptance of representation by counter-signing this Agreement and returning a fully executed
copy to Client. Upon satisfaction of these conditions, this Agreement will be deemed to take
effect as of [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. If a court
action is filed, Attorney will represent Client through trial and post-trial motions. This
Agreement does not cover representation on appeal or in collection proceedings after
judgment or proceedings regarding renewal of a judgment. A separate written agreement for
these services or services in any other matter not described above will be required. Attorney is
representing Client only in the matter described above.
This Agreement also does not include defending Client against, or representing Client in, any
claims that may be asserted against Client as a cross-claim or counter-claim in Client’s case.
If any such matters arise later, Attorney and Client will either negotiate a separate agreement
if Client and Attorney agree that the Attorney will perform such additional legal work or
3
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code Section 6147 but may not address varying contractual obligations which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client will engage separate counsel with respect to the cross-claim or counter-claim or
additional legal work.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not to withhold information. Further, Client
agrees to cooperate, to keep Attorney informed of any information or developments which
may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time,
and to keep Attorney advised of Client’s address, telephone number and whereabouts. Client
will assist Attorney by timely providing necessary information and documents. Client agrees
to appear at all legal proceedings when Attorney deems it necessary, and generally to
cooperate fully with Attorney in all matters related to the preparation and presentation of
Client’s claims.
4. LEGAL FEES
Attorney will only be compensated for legal services rendered if a recovery is obtained for
Client. If no recovery is obtained, Client will be obligated to pay only for costs,
disbursements and expenses, as described in Paragraph 6.
The fee to be paid to Attorney will be a percentage of the “net recovery,” depending on the
stage at which the settlement or judgment is reached. The term “net recovery” means: (1) the
total of all amounts received by settlement, arbitration award or judgment, including any
award of attorney’s fees, (2) minus all costs and disbursements set forth in Paragraph 6. If
another party is ordered by the court to pay Client’s Attorney’s fees and/or costs, that award
will be part of Client’s net recovery and the contingent fee will be based on the Client’s total
recovery, including the amount of the court ordered award of attorney’s fees and/or costs. Net
recovery will also include the reasonable value of any non-monetary proceeds.
Attorney’s fee will be calculated as follows:
(a) If the matter is resolved before filing a lawsuit or formal initiation of proceedings,
then Attorney’s fee will be _________[PROVIDE RATE] percent (____%) of the
net recovery;
(b) If the matter is resolved prior to ____ [PROVIDE NUMBER] days before the
initial trial or arbitration date, then Attorney’s fee will be _________ [PROVIDE
RATE] percent (____%) of the net recovery; and
(c) If the matter is resolved after the times set forth in (i) and (ii), above, then
Attorney’s fee will be _________ [PROVIDE RATE] percent (____%) of the net
recovery.
In the event of Attorney’s discharge, or withdrawal with justifiable cause, as provided in
Paragraph 13, Client agrees that, upon payment of the settlement, arbitration award or
judgment in Client’s favor in this matter, Attorney will be entitled to be paid by Client a
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
reasonable fee for the legal services provided. Such fee will be determined by considering the
following factors:
(1) Whether the Attorney engaged in fraud or overreaching in negotiating or setting
the fee;
(2) Whether the Attorney failed to disclose material facts;
(3) The amount of the fee in proportion to the value of the services performed;
(4) The relative sophistication of the Attorney and the Client;
(5) The novelty and difficulty of the questions involved and the skill requisite to
perform the legal service properly;
(6) The likelihood, if apparent to the Client, that the acceptance of the particular
employment will preclude other employment by the Attorney;
(7) The amount involved and the results obtained;
(8) The time limitations imposed by the Client or by the circumstances;
(9) The nature and length of the professional relationship with the Client;
(10) The experience, reputation, and ability of the Attorney;
(11) Whether the fee is fixed or contingent;
(12) The time and labor required;
(13) The informed consent of the Client to the fee.
5. NEGOTIABILITY OF LEGAL FEES
Client understands that the rates set forth above are not set by law, but are negotiable between
Attorney and Client.
6. COSTS AND LITIGATION EXPENSES/OTHER ATTORNEY’S FEES
Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses paid or owed by
Client in connection with this matter, or which have been advanced by Attorney on Client’s
behalf and which have not been previously paid or reimbursed to Attorney.
Costs, disbursements and litigation expenses commonly include court fees, jury fees, service
of process charges, court and deposition reporters’ fees, interpreter/translator fees, outside
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
photocopying and reproduction costs, notary fees, long distance telephone charges, messenger
and other delivery fees, postage, deposition costs, travel costs including parking, mileage,
transportation, meals and hotel costs, investigation expenses, consultant, expert witness,
professional mediator, arbitrator and/or special master fees and other similar items. Internal
charges are billed at the following rates: (1) mileage – IRS Standard Mileage Rate; (2) in-
house printing and photocopying – [__] [PROVIDE RATE] cents per page; (3) facsimile
charges – [__] [PROVIDE RATE] cents per page; (4) messenger services – at cost; (5)
postage at cost; and (6) computerized legal research at cost.
Client understands that, as set forth in Paragraph 7 below, a deposit for costs may be required
before the expenditure is made by Attorney.
To aid in the preparation or presentation of Client’s case, it may become necessary to hire
expert witnesses, consultants or investigators. Attorney will select any expert witnesses,
consultants or investigators to be hired, and Client will be informed of persons chosen and
their charges.
Client authorizes Attorney to incur all reasonable costs and to hire any investigators,
consultants or expert witnesses reasonably necessary in Attorney’s judgment.
Attorney will obtain Client’s consent before incurring any costs in excess of $_____________
[PROVIDE AMOUNT].
A. Client’s Responsibility for Prevailing Party or Court Ordered Fees and Costs to Other
Party
Client understands that if Client’s case proceeds to court action or arbitration and Client loses
or is not the prevailing party, the court may award Attorney fees as well as some or all of the
type of costs enumerated in this Paragraph 6 to the winning or prevailing party or parties.
Payment of such attorney fees and costs will be the sole responsibility of Client.
If an award of fees and/or costs to be paid by another party is sought on Client’s behalf in this
action, Client understands that the amount which the court may order as fees and/or costs is
the amount the court believes the party is entitled to recover, and does not determine what fees
and/or costs Attorney is entitled to charge Client or that only the fees and/or costs which were
allowed were reasonable.
B. Allocation of Court Award for Statutory or Contract Fees and Costs
Client agrees that any award of fees and costs that may be awarded pursuant to contract or
statute will belong exclusively to Attorney. Client further agrees that, whether or not
attorney’s fees or costs are awarded by the court in Client’s case, if there is a recovery other
than an award of fees and costs pursuant to contract or statute Client will remain responsible
for the payment, in full, of the attorney’s fees and costs in accordance with this Agreement.
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
However, any payment of court-awarded fees and/or costs by a third party will be credited
against the amount of fees and/or costs owed by Client under this Agreement. Therefore,
Client agrees that the attorney’s fees and costs payable to Attorney pursuant to this Agreement
shall be the greater of: (i) the amount otherwise owed to Attorney under this Agreement if the
award of attorney’s fees and costs were disregarded; or (ii) the amount of the court ordered
award of attorney’s fees and costs.
C. Responsibility For and Allocation Of Sanctions
Client agrees that any award of fees and costs that may be awarded as discovery or other
sanctions shall not be considered part of the Client's recovery and shall belong exclusively to
Attorney as additional compensation for extraordinary time and effort.
The court may assess monetary sanctions, (including attorney fees and costs) against Client
for bad faith conduct, including of discovery proceedings prior to trial, or inappropriate
conduct during or even after trial. Any such award will be entirely the responsibility of
Client.
7. DEPOSIT
Client agrees to pay Attorney an initial deposit for costs of $_____________ [PROVIDE
AMOUNT], to be returned with this signed Agreement. Attorney will hold this initial deposit
in a trust account. Client hereby authorizes Attorney to use that deposit to pay the costs,
disbursements and other expenses incurred under this Agreement.
Client agrees that Attorney’s right to recover costs and expenses from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client therefore authorizes Attorney to
withdraw the funds from Attorney’s Client Trust Account to pay Attorney’s costs and
expenses ____ [PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If
Attorney receives a written objection from Client within ____ [PROVIDE NUMBER] days of
sending the bill, Attorney’s right to recover the amount that is identified in the objection will
be deemed to be disputed, and Attorney will not withdraw the disputed costs and/or expenses
from the Client Trust Account until the dispute is resolved. If Attorney receives an objection
from Client more than ___[PROVIDE NUMBER] days after the date the bill is sent and after
the funds have been withdrawn, Attorney will not be required to redeposit the disputed costs
and/or expenses into the Client Trust Account during the pendency of the dispute.
When Client’s deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $_____________ [PROVIDE AMOUNT].
Once a trial or arbitration date is set, Attorney will require Client to pay all sums then owing,
and to deposit the costs Attorney estimates will be incurred in preparing for and completing
the trial or arbitration, as well as the jury fees or arbitration fees likely to be assessed. Those
sums may exceed the maximum deposit.
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client agrees to pay all deposits required under this Agreement within ____ [PROVIDE
NUMBER] days of Attorney’s demand. Any deposit that is unused at the conclusion of
Attorney’s services will be promptly refunded to Client.
8. BILLS FOR COSTS AND EXPENSES
Attorney will send Client periodic bills for costs and expenses incurred. Except as provided in
Paragraph 7 (“Deposit”), each bill is to be paid in full within ____ [PROVIDE NUMBER]
days of its mailing date. Client may request a bill at intervals of no less than 30 days. If
Client so requests, Attorney will provide one within 10 days. Bills for the cost and expense
portion of the bill will clearly identify the costs and expenses incurred and the amount of the
costs and expenses. Client agrees to promptly review all bills rendered by Attorney and to
promptly communicate any objections, questions, or concerns about their contents.
9. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
10. LIEN
Attorney has a lien on any and all claims that are the subject of Attorney’s representation
under this Agreement. Attorney’s lien will be for any sums owing to Attorney for any unpaid
costs, or attorney’s fees, at the conclusion of Attorney’s services. The lien will attach to any
recovery Client may obtain, whether by arbitration award, judgment, settlement or otherwise.
An effect of such a lien is that Attorney may be able to compel payment of fees and costs
from any such funds recovered on behalf of Client even if Attorney has been discharged
before the end of the case. In the event Attorney withdraws from representing Client without
cause, Attorney will not be entitled to any lien for fees. The lien will exist and attach to any
recovery only for costs already advanced by Attorney pursuant to Paragraph 6. Because a lien
may affect Client’s property rights, Client may seek the advice of an independent lawyer of
Client’s own choice before agreeing to such a lien. By initialing this paragraph, Client
represents and agrees that Client has had a reasonable opportunity to consult such an
independent lawyer and—whether or not Client has chosen to consult such an independent
lawyer—Client agrees that Attorney will have a lien as specified above.
__________(Client initials here) _________(Attorney initials here)
11. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2.(a), Attorney is informing Client in
writing that Attorney ____has ____ does not have [SELECT APPROPRIATE RESPONSE]
professional liability insurance.
12. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific tax
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
13. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to pay
Attorney’s costs and expenses as required by this Agreement. Notwithstanding the discharge
and provided there is a recovery, Client will remain obligated to pay Attorney at a reasonable
rate for all services provided and to reimburse Attorney for all costs advanced.
Notwithstanding Client’s notice of discharge, and without regard to the reasons for the
withdrawal or discharge, Client will remain obligated to pay Attorney for all costs and
expenses incurred prior to the termination and, in the event that there is any net recovery
obtained by Client after conclusion of Attorney’s services, Client remains obligated to pay
Attorney for the reasonable value of all services rendered from the effective date of this
Agreement to the date of discharge. In the event Attorney voluntarily withdraws from
representing Client without cause, Attorney waives, and will not be entitled to be paid, any
fees by Client but will be entitled to be reimbursed for any costs and expenses already
advanced by Attorney.
14. CONCLUSION OF SERVICES
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for costs and expenses will be
due and payable immediately. Client may have access to Client’s case file at Attorney’s
office at any reasonable time. At the end of the engagement, Client may request the return of
Client’s case file. If Client has not requested the return of Client’s file, and to the extent
Attorney has not otherwise delivered it or disposed of it consistent with Client’s directions,
Attorney will retain the case file for a period of _________ [PROVIDE LENGTH OF TIME],
after which Attorney is authorized by this agreement to have the case file destroyed. If Client
would like Attorney to maintain Client’s case file for more than _____________ [PROVIDE
LENGTH OF TIME] after the conclusion of Attorney’s services for Client on a given matter
have concluded, a separate written agreement must be made between Attorney and Client,
which may provide for Client to bear the cost of maintaining the file. In the event Client
requests that Attorney transfers possession of Client’s case file to Client or a third party,
Attorney is authorized to retain copies of the case file at Attorney’s expense. The case file
includes Client papers and property as defined in Rule 3-700(D)(1) of the California Rules of
Professional Conduct.
15. RECEIPT OF PROCEEDS
All proceeds of Client’s case will be deposited into Attorney’s trust account for disbursement
in accordance with the provisions of this Agreement.
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
16. DISCLAIMER OF GUARANTEE
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as
a promise or guarantee about the outcome of this matter. Attorney makes no such promises or
guarantees. Attorney’s comments about the outcome of this matter are expressions of opinion
only, are neither promises nor guarantees, and will not be construed as promises or
guarantees. Any deposits made by client or estimate of costs and expenses given by Attorney
will not be a limitation on costs and expenses or a guarantee that costs and expenses will not
exceed the amount of the deposit or estimate. Actual costs and expenses may vary
significantly from estimates given.
17. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties. No other agreement, statement
or promise made on or before the effective date of this Agreement will be binding on the
parties.
18. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
19. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both parties.
20. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of the
Agreement is for reference only. Even if this Agreement does not take effect, Client will be
obligated to pay Attorney the reasonable value of any services Attorney may have performed
for Client.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM, AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE
JOINTLY AND SEVERALLY FOR ALL OBLIGATIONS UNDER THIS AGREEMENT.
THE CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ LAW FIRM NAME
By:______________________________
ATTORNEY
February 1, 2019 Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
(REDLINE)
Form No. 1
Sample Written Fee Agreement
1
Hourly Litigation
LAW FIRM
ADDRESS
CITY, STATE, ZIP
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit called for under Paragraph 4; and (c) Attorney acknowledges acceptance of
representation by counter-signing this Agreement and returning a fully executed copy to
Client. Upon satisfaction of these conditions, this Agreement will be deemed to take effect
as of [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. If a court
action is filed, Attorney will represent Client through trial and post-trial motions. This
Agreement does not cover representation on appeal or in collection proceedings after
judgment or proceedings regarding renewal of a judgment. A separate written agreement for
these services or services in any other matter not described above will be required. Attorney
is representing Client only in the matter described above.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not withhold information. Further Client
1
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code section 6148 but may not address varying contractual obligations which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
1
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
agrees to cooperate, to keep Attorney informed of any information or developments which
may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time,
and to keep Attorney advised of Client’s address, telephone number and whereabouts. Client
will assist Attorney by timely providing necessary information and documents. Client agrees
to appear at all legal proceedings when Attorney deems it necessary, and generally to
cooperate fully with Attorney in all matters related to the preparation and presentation of
Client’s claims.
4. DEPOSIT
Client agrees to pay Attorney an initial deposit of $________ [PROVIDE DEPOSIT
AMOUNT] by _______ [DATE] which will be deemed an advance deposit for fees and costs
to be incurred in this matter. The hourly charges and costs will be charged against the
Deposit. The initial Deposit, as well as any future deposits, will be held in Attorney’s Client
Trust Account. Client authorizes Attorney to use that deposit to pay the fees and other
charges. Client acknowledges that the deposit is not an estimate of total fees and costs to be
charged by Attorney, but merely an advance.
Client agrees that Attorney’s right to recover fees and costs from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client authorizes Attorney to withdraw
the funds from Attorney’s Client Trust Account to pay Attorney’s fees and costs ____
[PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If Attorney
receives a written objection from Client within ____ [PROVIDE NUMBER] days of sending
the bill, Attorney’s right to withdraw the amount that is identified in the objection shall be
deemed to be disputed, and Attorney will not withdraw the disputed fees and/or costs from
the Client Trust Account until the dispute is resolved. If Attorney receives an objection from
Client more than ___ [PROVIDE NUMBER] days after the date the bill is sent and after the
funds have been withdrawn, Attorney will not be required to redeposit the disputed fees
and/or costs into the Client Trust Account during the pendency of the dispute.
Client agrees to pay all deposits after the initial deposit within ___ [PROVIDE NUMBER]
days of Attorney’s demand. In the event there is any money from any deposit remaining in
Attorney’s Client Trust Account after Attorney’s final bill is satisfied, that money will be
promptly refunded to Client.
Whenever the deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $__________ [PROVIDE AMOUNT OF FURTHER DEPOSIT] at
any time before a trial or arbitration date is set. Once a trial or arbitration date is set, Client
will pay all sums then owing and deposit the Attorney’s fees estimated to be incurred in
preparing for and completing the trial or arbitration, as well as the jury fees or arbitration
fees, expert witness fees and other costs likely to be assessed. Those sums may exceed the
maximum deposit.
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
2
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
5. LEGAL FEES AND BILLING PRACTICES
Client agrees to pay by the hour at Attorney’s rates as set forth below for all time spent on
Client’s matter by Attorney and Attorney’s legal personnel. Current hourly rates for legal
personnel are as follows:
Senior partners ____________ /hour
Partners _____________ /hour
Associates _____________ /hour
Paralegals _____________ /hour
Law clerks _____________ /hour
The rates on this schedule are subject to change on 30 days written notice to Client. If Client
declines to pay increased rates, Attorney will have the right to withdraw as attorney for
Client if permitted under the Rules of Professional Conduct of the State Bar of California
and/or applicable law.
The time charged will include, but is not limited to, the time Attorney spends on telephone
calls, e-mails and other electronic communications relating to Client’s matter, including calls
and e-mails with Client, witnesses, opposing counsel, court personnel or other persons.
[OPTIONAL: The legal personnel assigned to Client’s matter may confer among themselves
about the matter, as required and appropriate. When they do confer, each person will charge
for the time expended, as long as the work done is reasonably necessary and not duplicative.
Likewise, if more than one of the legal personnel attends a meeting, court hearing or other
proceeding, each will charge for the time spent.] Time is billed in minimum increments one-
tenth (.1) of an hour. Attorney will charge for waiting time in court and elsewhere and for
travel time, both local and out of town.
6. COSTS AND OTHER CHARGES
(a) Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses in addition to
the hourly fees. The costs and expenses commonly include, service of process charges,
filing fees, court and deposition reporters’ fees, translator/interpreter fees, jury fees,
notary fees, deposition costs, long distance telephone charges, messenger and other
delivery fees, postage, outside photocopying and other reproduction costs, travel costs
including parking, mileage, transportation, meals and hotel costs, investigation expenses,
consultants’ fees, expert witness, professional, mediator, arbitrator and/or special master
fees and other similar items. The foregoing external costs and expenses will be charged
at Attorney’s cost. Internal charges are billed at the following rates: (1) mileage – IRS
Standard Mileage Rate; (2) in-house printing and photocopying – [__] [PROVIDE
RATE] cents per page; (3) facsimile charges – [__] [PROVIDE RATE] cents per page;
(4) postage at cost; and (5) computerized legal research at cost.
(b) Out-of-town travel. Client agrees to pay transportation, meals, lodging and all other costs
of any necessary out-of-town travel by Attorney and Attorney’s personnel. Client will
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
3
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
also be charged _____% [PROVIDE RATE] of the hourly rates for the time legal
personnel spend traveling.
(c) Experts, Consultants and Investigators. To aid in the preparation or presentation of
Client’s case, it may become necessary to hire expert witnesses, consultants or
investigators. Client agrees to pay such fees and charges. Attorney will select any expert
witnesses, consultants or investigators to be hired, and Client will be informed of persons
chosen and their charges.
(d) Attorney will obtain Client’s consent before incurring any costs in excess of
$_____________ [PROVIDE AMOUNT].
7. OTHER FEES AND COSTS
Client understands that if Client’s case proceeds to court action or arbitration, the court may
award attorney fees as well as some or all of the type of costs enumerated in Paragraph 6
above to the other party or parties. Payment of such attorney fees and costs shall be the sole
responsibility of Client. Similarly, other parties may be required to pay some or all of the
fees and costs incurred by the Client. Client acknowledges that any such determination does
not in and of itself affect the amount of the fees and costs to be paid by Client to Attorney
pursuant to this agreement.
8. BILLS
Attorney will send Client periodic bills for fees and costs incurred. Each bill will be payable
within ____ [PROVIDE NUMBER] days of its mailing date. Client may request a bill at
intervals of no less than 30 days. If Client so requests, Attorney will provide one within 10
days. Bills for the fee portion of the bill will include the amount, rate, basis for calculation,
or other method of determination of the Attorney’s fees. Bills for the cost and expense
portion of the bill will clearly identify the costs and expenses incurred and the amount of the
costs and expenses. Client agrees to promptly review all bills rendered by Attorney and to
promptly communicate any objections, questions, or concerns about their contents.
9. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
10. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to
pay Attorney’s fees or costs as required by this Agreement. Notwithstanding the discharge,
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
4
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client will remain obligated to pay Attorney at the agreed rates for all services provided and
to reimburse Attorney for all costs advanced.
11. CONCLUSION OF SERVICES
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for fees or costs will be due
and payable immediately.
Client may have access to Client’s case file at Attorney’s office at any reasonable time. At
the end of the engagement, Client may request the return of Client’s case file. If Client has
not requested the return of Client’s file, and to the extent Attorney has not otherwise
delivered it or disposed of it consistent with Client’s directions, Attorney will retain the case
file for a period of ________, [PROVIDE LENGTH OF TIME] after which Attorney is
authorized by this agreement to have the case file destroyed. If Client would like Attorney to
maintain Client’s case file for more than ___________ [PROVIDE LENGTH OF TIME]
after the conclusion of Attorney’s services for Client on a given matter, a separate written
agreement must be made between Attorney and Client, which may provide for Client to bear
the cost of maintaining the file. In the event Client requests that Attorney transfer possession
of Client’s case file to Client or a third party, Attorney is authorized to retain copies of the
case file at Attorney’s expense. The case file includes Client papers and property as defined
in Rule 3-700(D)(1) of the California Rules of Professional Conduct.
12. DISCLAIMER OF GUARANTEE AND ESTIMATES
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed
as a promise or guarantee about the outcome of the matter. Attorney makes no such
promises or guarantees. Attorney’s comments about the outcome of the matter are
expressions of opinion only, are neither promises nor guarantees, and will not be construed as
promises or guarantees. Any deposits made by Client, or estimate of fees given by Attorney,
are not a representation of a flat fee and will not be a limitation on fees or a guarantee that
fees and costs will not exceed the amount of the deposit or estimate. Actual fees may vary
significantly from estimates given.
13. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2(a)3-410, I am informing you in
writing that I ____have ____ do not have [CHECK APPROPRIATE ENTRY] professional
liability insurance.
14. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific
tax ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
15. ENTIRE AGREEMENT
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
5
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
This Agreement contains the entire agreement of the parties. No other agreement, statement,
or promise made on or before the effective date of this Agreement will be binding on the
parties.
16. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
17. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both of them.
18. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of
this Agreement is for reference only. Even if this Agreement does not take effect, Client will
be obligated to pay Attorney the reasonable value of any services Attorney may have
performed for Client.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE,
JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS
AGREEMENT. CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS
AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ ATTORNEY OR LAW FIRM
By:______________________________
ATTORNEY
February 1, 2019July 24, 2015
Sample Fee Agreement Form: Hourly Litigation
6
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Form No. 2
Sample Written Fee Agreement
2
Hourly Non-Litigation
LAW FIRM
ADDRESS
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit called for under Paragraph 4; and (c) Attorney acknowledges acceptance of
representation by counter-signing this Agreement and returning a fully executed copy to
Client. Upon satisfaction of these conditions, this Agreement will be deemed to take effect
retroactive to [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. This
Agreement does not cover litigation services of any kind, whether in court, arbitration,
administrative hearings, or government agency hearings. A separate written agreement for
these services or services in any other matter not described above will be required.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not to withhold information, to cooperate, to
keep Attorney informed of any information or developments which may come to Client’s
attention, to abide by this Agreement, to pay Attorney’s bills on time, and to keep Attorney
2
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code section 6148 but may not address varying contractual obligations, which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
7
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
advised of Client’s address, telephone number and whereabouts. Client will assist Attorney
by timely providing necessary information and documents.
4. DEPOSIT
Client agrees to pay Attorney an initial deposit of $________ [PROVIDE DEPOSIT
AMOUNT] by _________ [DATE] which will be deemed an advance deposit for fees and
costs to be incurred in this matter. The hourly charges and costs will be charged against the
Deposit. The initial Deposit, as well as any future deposit, will be held in Attorney’s Client
Trust Account. Client authorizes Attorney to use that deposit to pay the fees and other
charges. Client acknowledges that the deposit is not an estimate of total fees and costs to be
charged by Attorney, but merely an advance.
Client agrees that Attorney’s right to recover fees and costs from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client authorizes Attorney to withdraw
the funds from Attorney’s Client Trust Account to pay Attorneys’ fees and costs ____
[PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If Attorney
receives a written objection from Client within ______ [PROVIDE NUMBER] days of
sending the bill, Attorney’s right to recover the amount that is identified in the objection will
be deemed to be disputed, and Attorney will not withdraw the disputed fees and/or costs from
the Client Trust Account until the dispute is resolved. If Attorney receives an objection from
Client more than ___ [PROVIDE NUMBER] days after the date the bill is sent and after the
funds have been withdrawn, Attorney shall not be required to redeposit the disputed fees
and/or costs into the Client Trust Account during the pendency of the dispute.
Client agrees to pay all deposits after the initial deposit within ___ [PROVIDE NUMBER]
days of Attorney’s demand. In the event there is any money from any deposit remaining in
Attorney’s Client Trust Account after Attorney’s final bill is satisfied, that money will be
promptly refunded to Client.
Whenever the deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $__________ [PROVIDE AMOUNT OF FURTHER DEPOSIT] .
5. LEGAL FEES AND BILLING PRACTICES
Client agrees to pay by the hour at Attorney’s rates as set forth below for all time spent on
Client’s matter by Attorney and Attorney’s legal personnel. Current hourly rates for legal
personnel are as follows:
Senior partners ____________ /hour
Partners _____________ /hour
Associates _____________ /hour
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
8
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Paralegals _____________ /hour
Law clerks _____________ /hour
The rates on this schedule are subject to change on 30 days written notice to Client. If Client
declines to pay increased rates, Attorney will have the right to withdraw as attorney for Client
if permitted under the Rules of Professional Conduct of the State Bar of California and/or
applicable law.
The time charged will include, but is not limited to, the time Attorney spends on telephone
calls, e-mails and other electronic communications relating to Client’s matter, including calls
and e-mails with Client and other parties and attorneys. [OPTIONAL: The legal personnel
assigned to Client’s matter may confer among themselves about the matter, as required and
appropriate. When they do confer, each person will charge for the time expended, as long as
the work done is reasonably necessary and not duplicative. Likewise, if more than one of the
legal personnel attends a meeting or other proceeding, each will charge for the time spent].
Time is billed in minimum increments of one-tenth (.1) of an hour. Attorney will charge for
waiting time and for travel time, both local and out of town.
6. COSTS AND OTHER CHARGES
(a) Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses in addition to
the hourly fees. The costs and expenses commonly include notary fees, long distance
telephone charges, messenger and other delivery fees, postage, outside photocopying and
other reproduction costs, travel costs including parking, mileage, transportation, meals and
hotel costs, investigation expenses, translator/interpreter fees, consultants’ fees and/or
special master fees and other similar items. The foregoing external costs and expenses
will be charged at Attorney’s cost. Internal charges are billed at the following rates: (1)
mileage – IRS Standard Mileage Rate; (2) in-house printing and photocopying – [__]
[PROVIDE RATE] cents per page; (3) facsimile charges – [__][PROVIDE RATE] cents
per page; (4) postage at costs; and (5) computerized legal research at cost.
(b) Out-of-town travel. Client agrees to pay transportation, meals, lodging and all other costs
of any necessary out-of-town travel by Attorney and Attorney’s personnel. Client will
also be charged _____% [PROVIDE RATE] of the hourly rates for the time legal
personnel spend traveling.
(c) Experts, Consultants and Investigators. To aid in the preparation or presentation of
Client’s case, it may become necessary to hire expert witnesses, consultants or
investigators. Client agrees to pay such fees and charges. Attorney will select any expert
witnesses, consultants or investigators to be hired, and Client will be informed of persons
chosen and their charges.
(d) Attorney will obtain Client’s consent before incurring any costs in excess of
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
9
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
$_____________ [PROVIDE AMOUNT].
7. BILLS
Attorney will send Client periodic bills for fees and costs incurred. Each bill will be payable
within ____ [PROVIDE NUMBER] days of its mailing date. Client may request a bill at
intervals of no less than 30 days. If Client so requests, Attorney will provide one within 10
days. Bills for the fee portion of the bill will include the amount, rate, basis for calculation, or
other method of determination of the Attorney’s fees. Bills for the cost and expense portion of
the bill will clearly identify the costs and expenses incurred and the amount of the costs and
expenses. Client agrees to promptly review all bills rendered by Attorney and to promptly
communicate any objections, questions, or concerns about their contents.
8. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
9. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to pay
Attorney’s fees or costs as required by this Agreement. Notwithstanding the discharge, Client
will remain obligated to pay Attorney at the agreed rates for all services provided and to
reimburse Attorney for all costs advanced.
10. CONCLUSION OF SERVICES
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for fees or costs will be due and
payable immediately.
Client may have access to Client’s case file at Attorney’s office at any reasonable time. At the
end of the engagement, Client may request the return of Client’s case file. If Client has not
requested the return of Client’s file, and to the extent Attorney has not otherwise delivered it
or disposed of it consistent with Client’s directions, Attorney will retain the case file for a
period of ______ [PROVIDE LENGTH OF TIME], after which Attorney is authorized by this
agreement to have the case file destroyed. If Client would like Attorney to maintain Client’s
case file for more than _______ [PROVIDE LENGTH OF TIME] after the conclusion of
Attorney’s services for Client on a given matter, a separate written agreement must be made
between Attorney and Client, which agreement may provide for Client to bear the cost of
maintaining the file. In the event Client requests that Attorney transfer possession of Client’s
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
10
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
case file to Client or a third party, Attorney is authorized to retain copies of the case file. The
case file includes Client papers and property as defined in Rule 3-700(D)(1) of the California
Rules of Professional Conduct.
11. DISCLAIMER OF GUARANTEE AND ESTIMATES
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as
a promise or guarantee about the outcome of the matter. Attorney makes no such promises or
guarantees. Attorney’s comments about the outcome of the matter are expressions of opinion
only, are neither promises nor guarantees, and will not be construed as promises or
guarantees. Any deposits made by client or estimate of fees given by Attorney are not a
representation of a flat fee and will not be a limitation on fees or a guarantee that fees and
costs will not exceed the amount of the deposit or estimate. Actual fees may vary
significantly from estimates given.
12. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2.(a)3-410, I am informing you in
writing that I ____have ____ do not have [CHECK APPROPRIATE ENTRY] professional
liability insurance.
13. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific tax
ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
14. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties. No other agreement, statement,
or promise made on or before the effective date of this Agreement will be binding on the
parties.
15. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
16. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both of them.
17. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of this
Agreement is for reference only. Even if this Agreement does not take effect, Client will be
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
11
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
obligated to pay Attorney the reasonable value of any services Attorney may have performed
for Client.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE,
JOINTLY AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS AGREEMENT.
CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ ATTORNEY OR LAW FIRM
By:______________________________
ATTORNEY
February 1, 2019July 1, 2015 Sample Fee Agreement Form: Hourly Non-Litigation
12
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Form No. 3
Sample Written Fee Agreement
3
Contingency Fee Agreement
LAW FIRM
ADDRESS
CITY, STATE, ZIP
PHONE NUMBER
(Date)
ATTORNEY-CLIENT FEE AGREEMENT
[LAW FIRM OR ATTORNEY] (“Attorney”) and [CLIENT] (“Client”) hereby agree that
Attorney will provide legal services to Client on the terms set forth below.
1. CONDITIONS
This Agreement will not take effect, and Attorney will have no obligation to provide legal
services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial
deposit for costs, if any, called for under Paragraph 7; and (c) Attorney acknowledges
acceptance of representation by counter-signing this Agreement and returning a fully executed
copy to Client. Upon satisfaction of these conditions, this Agreement will be deemed to take
effect as of [DATE].
2. SCOPE OF SERVICES AND ATTORNEY’S DUTIES
Client hires Attorney to provide legal services in the following matter: [PROVIDE
DETAILED DESCRIPTION OF SERVICES TO BE PROVIDED]. Attorney will provide
those legal services reasonably required to represent Client. Attorney will take reasonable
steps to keep Client informed of progress and to respond to Client’s inquiries. If a court
action is filed, Attorney will represent Client through trial and post-trial motions. This
Agreement does not cover representation on appeal or in collection proceedings after
judgment or proceedings regarding renewal of a judgment. A separate written agreement for
these services or services in any other matter not described above will be required. Attorney is
representing Client only in the matter described above.
This Agreement also does not include defending Client against, or representing Client in, any
claims that may be asserted against Client as a cross-claim or counter-claim in Client’s case.
If any such matters arise later, Attorney and Client will either negotiate a separate agreement
3
This sample written fee agreement form is intended to satisfy the basic requirements of Business & Professions
Code Section 6147 but may not address varying contractual obligations which may be present in a particular case.
The State Bar makes no representation of any kind, express or implied, concerning the use of these forms.
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
13
Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
if Client and Attorney agree that the Attorney will perform such additional legal work or
Client will engage separate counsel with respect to the cross-claim or counter-claim or
additional legal work.
3. CLIENT’S DUTIES
Client agrees to be truthful with Attorney and not to withhold information. Further, Client
agrees to cooperate, to keep Attorney informed of any information or developments which
may come to Client’s attention, to abide by this Agreement, to pay Attorney’s bills on time,
and to keep Attorney advised of Client’s address, telephone number and whereabouts. Client
will assist Attorney by timely providing necessary information and documents. Client agrees
to appear at all legal proceedings when Attorney deems it necessary, and generally to
cooperate fully with Attorney in all matters related to the preparation and presentation of
Client’s claims.
4. LEGAL FEES
Attorney will only be compensated for legal services rendered if a recovery is obtained for
Client. If no recovery is obtained, Client will be obligated to pay only for costs,
disbursements and expenses, as described in Paragraph 6.
The fee to be paid to Attorney will be a percentage of the “net recovery,” depending on the
stage at which the settlement or judgment is reached. The term “net recovery” means: (1) the
total of all amounts received by settlement, arbitration award or judgment, including any
award of attorney’s fees, (2) minus all costs and disbursements set forth in Paragraph 6. If
another party is ordered by the court to pay Client’s Attorney’s fees and/or costs, that award
will be part of Client’s net recovery and the contingent fee will be based on the Client’s total
recovery, including the amount of the court ordered award of attorney’s fees and/or costs. Net
recovery will also include the reasonable value of any non-monetary proceeds.
Attorney’s fee will be calculated as follows:
(a) If the matter is resolved before filing a lawsuit or formal initiation of proceedings,
then Attorney’s fee will be _________[PROVIDE RATE] percent (____%) of the
net recovery;
(b) If the matter is resolved prior to ____ [PROVIDE NUMBER] days before the
initial trial or arbitration date, then Attorney’s fee will be _________ [PROVIDE
RATE] percent (____%) of the net recovery; and
(c) If the matter is resolved after the times set forth in (i) and (ii), above, then
Attorney’s fee will be _________ [PROVIDE RATE] percent (____%) of the net
recovery.
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
In the event of Attorney’s discharge, or withdrawal with justifiable cause, as provided in
Paragraph 13, Client agrees that, upon payment of the settlement, arbitration award or
judgment in Client’s favor in this matter, Attorney will be entitled to be paid by Client a
reasonable fee for the legal services provided. Such fee will be determined by considering the
following factors:
(1) (1) Whether the Attorney engaged in fraud or overreaching in negotiating or
setting the fee;
(2) Whether the Attorney failed to disclose material facts;
(1)(3) The amount of the fee in proportion to the value of the services performed;
(42) The relative sophistication of the Attorney and the Client;
(53) The novelty and difficulty of the questions involved and the skill requisite to
perform the legal service properly;
(64) The likelihood, if apparent to the Client, that the acceptance of the particular
employment will preclude other employment by the Attorney;
(75) The amount involved and the results obtained;
(86) The time limitations imposed by the Client or by the circumstances;
(97) The nature and length of the professional relationship with the Client;
(108) The experience, reputation, and ability of the Attorney;
(119) Whether the fee is fixed or contingent;
(12) The time and labor required;
(130) The informed consent of the Client to the fee.
5. NEGOTIABILITY OF LEGAL FEES
Client understands that the rates set forth above are not set by law, but are negotiable between
Attorney and Client.
6. COSTS AND LITIGATION EXPENSES/OTHER ATTORNEY’S FEES
Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees to pay for all costs, disbursements and expenses paid or owed by
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client in connection with this matter, or which have been advanced by Attorney on Client’s
behalf and which have not been previously paid or reimbursed to Attorney.
Costs, disbursements and litigation expenses commonly include court fees, jury fees, service
of process charges, court and deposition reporters’ fees, interpreter/translator fees, outside
photocopying and reproduction costs, notary fees, long distance telephone charges, messenger
and other delivery fees, postage, deposition costs, travel costs including parking, mileage,
transportation, meals and hotel costs, investigation expenses, consultant, expert witness,
professional mediator, arbitrator and/or special master fees and other similar items. Internal
charges are billed at the following rates: (1) mileage – IRS Standard Mileage Rate; (2) in-
house printing and photocopying – [__] [PROVIDE RATE] cents per page; (3) facsimile
charges – [__] [PROVIDE RATE] cents per page; (4) messenger services – at cost; (5)
postage at cost; and (6) computerized legal research at cost.
Client understands that, as set forth in Paragraph 7 below, a deposit for costs may be required
before the expenditure is made by Attorney.
To aid in the preparation or presentation of Client’s case, it may become necessary to hire
expert witnesses, consultants or investigators. Attorney will select any expert witnesses,
consultants or investigators to be hired, and Client will be informed of persons chosen and
their charges.
Client authorizes Attorney to incur all reasonable costs and to hire any investigators,
consultants or expert witnesses reasonably necessary in Attorney’s judgment.
Attorney will obtain Client’s consent before incurring any costs in excess of $_____________
[PROVIDE AMOUNT].
A. Client’s Responsibility for Prevailing Party or Court Ordered Fees and Costs to Other
Party
Client understands that if Client’s case proceeds to court action or arbitration and Client loses
or is not the prevailing party, the court may award Attorney fees as well as some or all of the
type of costs enumerated in this Paragraph 6 to the winning or prevailing party or parties.
Payment of such attorney fees and costs will be the sole responsibility of Client.
If an award of fees and/or costs to be paid by another party is sought on Client’s behalf in this
action, Client understands that the amount which the court may order as fees and/or costs is
the amount the court believes the party is entitled to recover, and does not determine what fees
and/or costs Attorney is entitled to charge Client or that only the fees and/or costs which were
allowed were reasonable.
B. Allocation of Court Award for Statutory or Contract Fees and Costs
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
Client agrees that any award of fees and costs that may be awarded pursuant to contract or
statute will belong exclusively to Attorney. Client further agrees that, whether or not
attorney’s fees or costs are awarded by the court in Client’s case, if there is a recovery other
than an award of fees and costs pursuant to contract or statute Client will remain responsible
for the payment, in full, of the attorney’s fees and costs in accordance with this Agreement.
However, any payment of court-awarded fees and/or costs by a third party will be credited
against the amount of fees and/or costs owed by Client under this Agreement. Therefore,
Client agrees that the attorney’s fees and costs payable to Attorney pursuant to this Agreement
shall be the greater of: (i) the amount otherwise owed to Attorney under this Agreement if the
award of attorney’s fees and costs were disregarded; or (ii) the amount of the court ordered
award of attorney’s fees and costs.
C. Responsibility For and Allocation Of Sanctions
Client agrees that any award of fees and costs that may be awarded as discovery or other
sanctions shall not be considered part of the Client's recovery and shall belong exclusively to
Attorney as additional compensation for extraordinary time and effort.
The court may assess monetary sanctions, (including attorney fees and costs) against Client
for bad faith conduct, including of discovery proceedings prior to trial, or inappropriate
conduct during or even after trial. Any such award will be entirely the responsibility of
Client.
7. DEPOSIT
Client agrees to pay Attorney an initial deposit for costs of $_____________ [PROVIDE
AMOUNT], to be returned with this signed Agreement. Attorney will hold this initial deposit
in a trust account. Client hereby authorizes Attorney to use that deposit to pay the costs,
disbursements and other expenses incurred under this Agreement.
Client agrees that Attorney’s right to recover costs and expenses from the Deposit or any
subsequent deposit held in Attorney’s Client Trust Account becomes fixed ____ [PROVIDE
NUMBER] days after the date a bill is sent to Client. Client therefore authorizes Attorney to
withdraw the funds from Attorney’s Client Trust Account to pay Attorney’s costs and
expenses ____ [PROVIDE NUMBER] calendar days after the date a bill is sent to Client. If
Attorney receives a written objection from Client within ____ [PROVIDE NUMBER] days of
sending the bill, Attorney’s right to recover the amount that is identified in the objection will
be deemed to be disputed, and Attorney will not withdraw the disputed costs and/or expenses
from the Client Trust Account until the dispute is resolved. If Attorney receives an objection
from Client more than ___[PROVIDE NUMBER] days after the date the bill is sent and after
the funds have been withdrawn, Attorney will not be required to redeposit the disputed costs
and/or expenses into the Client Trust Account during the pendency of the dispute.
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
When Client’s deposit is exhausted, Attorney reserves the right to demand further deposits,
each up to a maximum of $_____________ [PROVIDE AMOUNT].
Once a trial or arbitration date is set, Attorney will require Client to pay all sums then owing,
and to deposit the costs Attorney estimates will be incurred in preparing for and completing
the trial or arbitration, as well as the jury fees or arbitration fees likely to be assessed. Those
sums may exceed the maximum deposit.
Client agrees to pay all deposits required under this Agreement within ____ [PROVIDE
NUMBER] days of Attorney’s demand. Any deposit that is unused at the conclusion of
Attorney’s services will be promptly refunded to Client.
8. BILLS FOR COSTS AND EXPENSES
Attorney will send Client periodic bills for costs and expenses incurred. Except as provided in
Paragraph 7 (“Deposit”), each bill is to be paid in full within ____ [PROVIDE NUMBER]
days of its mailing date. Client may request a bill at intervals of no less than 30 days. If
Client so requests, Attorney will provide one within 10 days. Bills for the cost and expense
portion of the bill will clearly identify the costs and expenses incurred and the amount of the
costs and expenses. Client agrees to promptly review all bills rendered by Attorney and to
promptly communicate any objections, questions, or concerns about their contents.
9. CLIENT APPROVAL NECESSARY FOR SETTLEMENT
Attorney will not make any settlement or compromise of any nature of any of Client’s claims
without Client’s prior approval. Client retains the absolute right to accept or reject any
settlement.
10. LIEN
Attorney has a lien on any and all claims that are the subject of Attorney’s representation
under this Agreement. Attorney’s lien will be for any sums owing to Attorney for any unpaid
costs, or attorney’s fees, at the conclusion of Attorney’s services. The lien will attach to any
recovery Client may obtain, whether by arbitration award, judgment, settlement or otherwise.
An effect of such a lien is that Attorney may be able to compel payment of fees and costs
from any such funds recovered on behalf of Client even if Attorney has been discharged
before the end of the case. In the event Attorney withdraws from representing Client without
cause, Attorney will not be entitled to any lien for fees. The lien will exist and attach to any
recovery only for costs already advanced by Attorney pursuant to Paragraph 6. Because a lien
may affect Client’s property rights, Client may seek the advice of an independent lawyer of
Client’s own choice before agreeing to such a lien. By initialing this paragraph, Client
represents and agrees that Client has had a reasonable opportunity to consult such an
independent lawyer and—whether or not Client has chosen to consult such an independent
lawyer—Client agrees that Attorney will have a lien as specified above.
__________(Client initials here) _________(Attorney initials here)
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
11. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE
Pursuant to California Rule of Professional Conduct 1.4.2.(a)3-410, Attorney is informing
Client in writing that Attorney ____has ____ does not have [SELECT APPROPRIATE
RESPONSE] professional liability insurance.
12. NO TAX ADVICE
Attorney has not been retained to provide Client with any tax advice concerning any of the
services described in paragraph 2. Any documents prepared by Attorney may have specific tax
ramifications. To be sure Client understands and is certain of all the potential tax
consequences, Client should consult with tax advisors regarding these matters.
13. DISCHARGE AND WITHDRAWAL
Client may discharge Attorney at any time. Attorney may withdraw with Client’s consent or
for good cause or if permitted under the Rules of Professional Conduct of the State Bar of
California and/or applicable law. Among the circumstances under which Attorney may
withdraw are: (a) with the consent of Client; (b) Client’s conduct renders it unreasonably
difficult for the Attorney to carry out the employment effectively; and/or (c) Client fails to pay
Attorney’s costs and expenses as required by this Agreement. Notwithstanding the discharge
and provided there is a recovery, Client will remain obligated to pay Attorney at a reasonable
rate for all services provided and to reimburse Attorney for all costs advanced.
Notwithstanding Client’s notice of discharge, and without regard to the reasons for the
withdrawal or discharge, Client will remain obligated to pay Attorney for all costs and
expenses incurred prior to the termination and, in the event that there is any net recovery
obtained by Client after conclusion of Attorney’s services, Client remains obligated to pay
Attorney for the reasonable value of all services rendered from the effective date of this
Agreement to the date of discharge. In the event Attorney voluntarily withdraws from
representing Client without cause, Attorney waives, and will not be entitled to be paid, any
fees by Client but will be entitled to be reimbursed for any costs and expenses already
advanced by Attorney.
14. CONCLUSION OF SERVICES
When Attorney’s services conclude, whether by completing the services covered by this
Agreement, or by discharge or withdrawal, all unpaid charges for costs and expenses will be
due and payable immediately. Client may have access to Client’s case file at Attorney’s
office at any reasonable time. At the end of the engagement, Client may request the return of
Client’s case file. If Client has not requested the return of Client’s file, and to the extent
Attorney has not otherwise delivered it or disposed of it consistent with Client’s directions,
Attorney will retain the case file for a period of _________ [PROVIDE LENGTH OF TIME],
after which Attorney is authorized by this agreement to have the case file destroyed. If Client
would like Attorney to maintain Client’s case file for more than _____________ [PROVIDE
LENGTH OF TIME] after the conclusion of Attorney’s services for Client on a given matter
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
have concluded, a separate written agreement must be made between Attorney and Client,
which may provide for Client to bear the cost of maintaining the file. In the event Client
requests that Attorney transfers possession of Client’s case file to Client or a third party,
Attorney is authorized to retain copies of the case file at Attorney’s expense. The case file
includes Client papers and property as defined in Rule 3-700(D)(1) of the California Rules of
Professional Conduct.
15. RECEIPT OF PROCEEDS
All proceeds of Client’s case will be deposited into Attorney’s trust account for disbursement
in accordance with the provisions of this Agreement.
16. DISCLAIMER OF GUARANTEE
Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as
a promise or guarantee about the outcome of this matter. Attorney makes no such promises or
guarantees. Attorney’s comments about the outcome of this matter are expressions of opinion
only, are neither promises nor guarantees, and will not be construed as promises or
guarantees. Any deposits made by client or estimate of costs and expenses given by Attorney
will not be a limitation on costs and expenses or a guarantee that costs and expenses will not
exceed the amount of the deposit or estimate. Actual costs and expenses may vary
significantly from estimates given.
17. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties. No other agreement, statement
or promise made on or before the effective date of this Agreement will be binding on the
parties.
18. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY
If any provision of this Agreement is held in whole or in part to be unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
19. MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument in writing signed by both parties.
20. EFFECTIVE DATE
This Agreement will govern all legal services performed by Attorney on behalf of Client
commencing with the date Attorney first performed services. The date at the beginning of the
Agreement is for reference only. Even if this Agreement does not take effect, Client will be
obligated to pay Attorney the reasonable value of any services Attorney may have performed
for Client.
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment B: Sample Fee Agreement Forms: Three Sample Fee Agreements (Clean and Redline)
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND
AGREE TO THEM, AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE
JOINTLY AND SEVERALLY FOR ALL OBLIGATIONS UNDER THIS AGREEMENT.
THE CLIENT WILL RECEIVE A FULLY EXECUTED COPY OF THIS AGREEMENT.
DATED: _________________________ _________________________________
CLIENT
Address:__________________________
_________________________________
Telephone:________________________
E-mail Address:____________________
DATED: _________________________ LAW FIRM NAME
By:______________________________
ATTORNEY
February 1, 2019July 1, 2015
Sample Fee Agreement Form: Contingency
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
(CLEAN)
Optional Clauses and Disclosure Forms
1. ARBITRATION
A. ARBITRATION OF ALL DISPUTES INCLUDING CLAIMS OF
MALPRACTICE
Any dispute between the parties [Attorney and Client] regarding the construction,
application or performance of any services under this Agreement, and any claim arising out of or
relating to this Agreement or its breach, including, without limitation, claims for breach of
contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud and disputes
regarding attorney fees and/or costs charged under this Agreement (except as provided in
Paragraph B below) shall be submitted to binding arbitration upon the written request of one party
after the service of that request on the other party. The parties shall appoint one person [Option:
or agree upon a 3-person panel] to hear and determine the dispute.
Option: The arbitration provider shall be ______________ [fill in the name of the arbitration
provider] whose rules shall govern the arbitration.
Option: If the parties cannot agree on the selection of an arbitrator, a party may petition the
Superior Court of _____________ [fill in name of county] County and the procedures set forth in
Code of Civil Procedure Section 1281.6 for Appointment of Arbitrators shall apply. The court
will choose an impartial arbitrator and the court’s decision shall be final and conclusive on all
parties.
Option: Attorney and Client shall each have the right of discovery in connection with any
arbitration proceeding in accordance with Code of Civil Procedure Section 1283.05.
Option: Each party shall bear its own costs, expenses, attorney’s fees and an equal share of the
arbitrators’ and administrative fees.
The venue for the arbitration and any post-award proceeding to confirm, correct or vacate the
award shall be __________________ [fill in name of county] County, California.
Client and Attorney confirm that they have read and understand subparagraphs A above,
and voluntarily agree to binding arbitration. In doing so, Client and Attorney voluntarily give up
important constitutional rights to trial by judge or jury, as well as rights to appeal. Client may
consult with an independent lawyer of Client’s choice to review these arbitration provisions, and
this entire agreement, prior to signing this Agreement.
February 1, 2019
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
B. MANDATORY FEE ARBITRATION
Notwithstanding subparagraph A above, the parties acknowledge that in any dispute over
attorney’s fees, costs or both subject to the jurisdiction of the State of California over attorney’s
fees, charges, costs or expenses, Client has the right to elect arbitration pursuant to procedures as
set forth in California Business and Professions Code Sections 6200-6206 (the Mandatory Fee
Arbitration Act). If, after receiving a Notice of Client’s Right to Fee Arbitration, Client does not
elect to proceed under the Mandatory Fee Arbitration Act procedures by failing to file a request
for fee arbitration within 30 days, any dispute over fees, charges, costs or expenses, will be
resolved by binding arbitration as provided in the previous paragraph A. Arbitration pursuant to
the Mandatory Fee Arbitration Act is non-binding unless the parties agree in writing, after the
dispute has arisen, to be bound by the arbitration award. The Mandatory Fee Arbitration Act
procedures permit a court trial after non-binding arbitration, or a subsequent binding contractual
arbitration if the parties have agreed to binding arbitration, if either party rejects the award within
30 days after the award is mailed to the parties.
2. MEDIATION
Attorney and Client agree to try to settle all disputes between them through private
mediation before initiating any arbitration, litigation or other dispute resolution procedure. The
disputes which are subject to mediation include without limitation the following: claims regarding
the construction, application or performance of services, claims for breach of contract,
professional negligence, breach of fiduciary duty, misrepresentation, fraud and attorney’s fees and
costs. Any party to the agreement may initiate mediation through service of a written demand in
person or by mail or , if agreed to by the parties in advance, by e-mail to the opposing party. The
mediation session will occur at a time mutually agreed upon by the parties in consultation with a
mutually selected mediator, though no later than ___ days after the date of services of the initial
notice, unless otherwise agreed by the parties and mediator. Each party shall bear its own fees
and costs for the mediation. Under Evidence Code section 1129(a), Attorney is required to
provide notice and have Client acknowledge certain confidentiality restrictions prior to
participating in mediation. Attorney will provide Client with the Notice and Acknowledgement
form.
3. INTEREST CHARGES
If a bill is not paid when due, interest will be charged on the principal balance (consisting
of any unpaid fees, costs, and/or expenses) shown on the bill. Interest will be calculated by
multiplying the unpaid balance by the periodic rate of .833% per month (TEN PERCENT [10%]
PER ANNUM). The unpaid balance will bear interest until paid.
4. REPLENISHING DEPOSIT
February 1, 2019
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
To commence the representation, Client has provided [must provide] Attorney with a
$_____________ deposit. Attorney will hold the deposit in Attorney/Client Trust Account and
apply it to each bill when rendered by Attorney. Client will pay any additional balance in an
amount necessary to return the deposited amount to $________. At the conclusion of the matter,
the deposit will be applied to the final bill, in which event Client will be responsible for any
remaining amount due over and above the deposit. If no amount remains due after the deposited
funds have been applied to the final invoice, and should any deposited funds remain, Client is
entitled to and will have those funds returned in a timely manner.
5. ATTORNEY’S FEES
The prevailing party in any action or proceeding arising out of or to enforce any provision
of this Agreement, with the exception of a fee arbitration or mediation under Business and
Professions Code Sections 6200-6206, will be awarded reasonable attorney’s fees and costs
incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.
6. OTHER PAYOR– INSURANCE
Client has informed Attorney that Client may have insurance coverage which may pay for
some or all of Attorney’s fees and costs that may become due under this Agreement. Attorney
will make a claim on Client’s behalf with the insurer requesting that the insurer pay for the
Attorney’s services and costs incurred. It is understood, however, that if the insurer refuses or
fails to pay Attorney for any reason, Client will remain responsible for all Attorney’s bills as they
are rendered upon the billing and payment terms set forth in this Agreement. Should the insurer
pay only a portion of the fees and costs, Client will be responsible for the balance.
7. FLAT FEE
OPTION 1: FLAT FEE PAID UPON COMPLETION OF SERVICES; OR, PAID IN
ADVANCE AND HELD IN CLIENT TRUST ACCOUNT
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed. Client acknowledges that this
fee is negotiated and is not set by law. The fee shall be paid by Client [Alternative 1: when the
work is completed]; [Alternative 2: in advance of the services to be rendered on (insert date) and
will be withdrawn after the work is completed]; [Alternative 3: in equal installments of
$_____due on ______].
OPTION 2: WHERE FLAT FEE PAID IN ADVANCE EXCEEDS $1,000 AND
ATTORNEY SEEKS CLIENT AGREEMENT TO DEPOSIT IN AN OPERATING
February 1, 2019
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
ACCOUNT
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed. Client acknowledges that this
fee is negotiated and is not set by law. The fee shall be paid by Client in advance of the services
to be rendered on [insert date].
Client has the right to (1) require that the flat fee be deposited into Attorney’s Client Trust
Account until the fee is earned; and (2) a refund of any amount of the fee that has not been earned
in the event the representation is terminated or the services for which the flat fee has been paid are
not completed. Having been informed of these rights, Client hereby agrees to the flat fee being
deposited into Attorney’s operating account. ___________________________ (Client signature
here); or: Client does not agree to the flat fee being deposited into Attorney’s operating account
and instead requires that the fee be deposited into Attorney’s Client Trust Account.
____________ (Client signature here).
OPTION 3: WHERE FLAT FEE PAID IN ADVANCE IS $1,000 OR LESS AND
ATTORNEY SEEKS TO DEPOSIT IN AN OPERATING ACCOUNT
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed. Client acknowledges that this
fee is negotiated and is not set by law. The fee shall be paid by Client in advance of the services
to be rendered on [insert date]. The fee will be deposited into the Attorney’s operating account.
Attorney hereby discloses to Client that Client has the right to (1) require that the flat fee
be deposited into Attorney’s Client Trust Account until the fee is earned; and (2) a refund of any
amount of the fee that has not been earned in the event the representation is terminated or the
services for which the flat fee has been paid are not completed.
8. DIVISION OF CONTINGENCY FEES
Client agrees that Attorney may associate other attorneys to assist in the representation.
Client’s legal fees under this agreement will not increase by reason of this association. The
associated attorneys will receive ___________(fill in fraction or other method) of the fee and this
firm will receive ____________(fill in fraction or other method).
By signing this agreement, Client has read and understands the above and confirms
his/her/its consent to the terms of the association of counsel and division of fees.
9. “OTHER ATTORNEY”–HOURLY
February 1, 2019
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
OPTION 1 BILLED AS A COST
It is agreed that Attorney will associate with another attorney, [name], who will assist
Attorney regarding the representation. [Name] will be compensated by Attorney on an hourly
basis at a rate of $________ per hour. These charges will be billed by Attorney to Client as a cost
as defined in this Agreement.
OPTION 2 DIRECT BILLED
It is agreed that Attorney will associate with another attorney, [name], who will assist
Attorney regarding the representation. [Name] will be compensated on an hourly basis at a rate of
$________ per hour. These charges will be billed directly to Client by attorney [name].
[NOTE: This language was not created for use in contingency cases.]
10. PAYMENT OF REFERRAL FEE
Client acknowledges that attorney ____________________(fill in name) who referred the
case to this Attorney/firm will receive a referral fee of ________(fill in percentage) of all sums
paid in this matter. Client’s legal fees will not be increased by reason of the referral fee.
By signing this agreement, Client confirms his/her/its consent to the terms of the payment
of the referral fee.
11. LIEN—HOURLY FEE AGREEMENT
Client hereby grants Attorney a lien on any and all claims that are the subject of
Attorney’s representation under this Agreement. Attorney’s lien will be for any sums owing to
Attorney for any unpaid costs, or attorney’s fees, at the conclusion of Attorney’s services. The
lien will attach to any recovery Client may obtain, whether by arbitration award, judgment,
settlement or otherwise. An effect of such a lien is that Attorney may be able to compel payment
of fees and costs from any such funds recovered on behalf of Client even if Attorney has been
discharged before the end of the case. The lien shall exist and attach to any recovery only for
costs already advanced by Attorney pursuant to Paragraph __ [insert paragraph number pertaining
to Costs]. Because a lien may affect Client’s property rights, Client may seek the advice of an
independent lawyer of Client’s own choice before agreeing to such a lien. By initialing this
paragraph, Client represents and agrees that Client has had a reasonable opportunity to consult
such an independent lawyer and—whether or not Client has chosen to consult such an
independent lawyer—Client agrees that Attorney will have a lien as specified above.
__________(Client initials here) _________(Attorney initials here)
February 1, 2019
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
12. EXCLUDED SERVICES
Attorney’s representation does not include independent or related matters that may arise,
including, among other things, claims for property damage, workers’ compensation, disputes with
a health care provider about the amount owed for their services, or claims for reimbursement
(subrogation) by any insurance company for benefits paid under an insurance policy. [Expand as
necessary.]
13. OPTIONAL CONTINGENCY LANGUAGE
A. NO RECOVERY LANGUAGE
If no recovery is obtained, Client will be obligated to pay only for costs, disbursements
and expenses, as described in Paragraph __ [insert paragraph number pertaining to Costs]. These
may include Client’s obligation to pay attorney fees and costs of the type enumerated in
Paragraph __ [insert paragraph number pertaining to Costs] to any prevailing party, either
pursuant to statute or court order.
B. ATTORNEY ADVANCING COSTS LANGUAGE
Client will not be obligated to pay Attorney for costs, disbursements or expenses advanced
by Attorney. However, if Client is not the prevailing party the court may award attorney fees and
costs of the type enumerated in Paragraph __ [insert paragraph number pertaining to Costs] to any
prevailing party and payment of such attorney fees and costs will be the sole responsibility of
Client.
C. NET RECOVERY OPTIONS
OPTION 1A:
STRAIGHT PERCENTAGE OF NET RECOVERY
The fee to be paid to Attorney will be _____ percent (___%) of the “net recovery”. The
term “net recovery” means (1) the total of all amounts received by settlement, arbitration
award or judgment, (2) minus all costs and disbursements set forth in Paragraph __ [insert
paragraph number pertaining to Costs].
OPTION 1B:
NET RECOVERY INCLUDING COURT ORDERED FEES
The term “net recovery” means (1) the total of all amounts received by settlement,
arbitration award or judgment, (2) minus all costs and disbursements set forth in
Paragraph __ [insert paragraph number pertaining to Costs]. If another party is ordered by
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
the court to pay Client’s Attorney’s fees and/or costs, that award shall be part of Client’s
net recovery and the contingent fee shall be based on the Client’s total recovery, including
the amount of the court ordered award of attorney’s fees and/or costs.
OPTION 1C:
NET RECOVERY GREATER OF NET OR COURT ORDERED FEES:
The term “net recovery” means (1) the total of all amounts received by settlement,
arbitration award or judgment, (2) minus all costs and disbursements set forth in
Paragraph __ [insert paragraph number pertaining to Costs]. If another party is ordered by
the court to pay Client’s Attorney’s fees and/or costs, Client agrees that the attorney’s fees
and costs payable to Attorney pursuant to this Agreement shall be the greater of: (i) the
amount otherwise owed to Attorney under this Agreement if the award of attorney’s fees
and costs were disregarded; or (ii) the amount of the court ordered award of attorney’s
fees and costs.]
D. GROSS RECOVERY OPTIONS
OPTION 2A
STRAIGHT PERCENTAGE OF GROSS RECOVERY
The fee to be paid to Attorney will be ______ percent (__%) of the “gross recovery.” The
term, “gross recovery” means a percentage of the total of all amounts received by
settlement, arbitration award or judgment before deducting any litigation costs and
expenses set forth in Paragraph __ [insert paragraph number pertaining to Costs] which
have been either advanced or incurred by Attorney on behalf of Client.
OPTION 2B
SCALED PERCENTAGE OF GROSS RECOVERY
The fee to be paid to Attorney will be a percentage of the “gross recovery”, depending on
the stage at which the settlement or judgment is reached. The term, “gross recovery”
means a percentage of the total of all amounts received by settlement, arbitration award or
judgment before deducting any litigation costs and expenses all costs and disbursements
set forth in Paragraph 6 which have been either advanced or incurred by Attorney on
behalf of Client.
Attorney’s fee shall be calculated as follows:
(a) If the matter is resolved before filing a lawsuit or formal initiation of
proceedings, then Attorney’s fee will be _________ percent (____%) of the gross
recovery;
(b) If the matter is resolved prior to ____ days before the date initially set for
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the trial or arbitration of the matter then Attorney’s fee will be _________ percent
(____%) of the gross recovery; and
(c) If the matter is resolved after the times set forth in (i) and (ii), above, then
Attorney’s fee will be _________ percent (____%) of the gross recovery.
14. CONSENT TO USE OF E-MAIL AND CLOUD SERVICES
In order to provide Client with efficient and convenient legal services, Attorney will frequently
communicate and transmit documents using e-mail. Because e-mail continues to evolve, there
may be risks communicating in this manner, including risks related to confidentiality and security.
By entering into this Agreement, Client is consenting to such e-mail transmissions with Client and
Client’s representatives and agents.
In addition, Attorney uses a cloud computing service with servers located in a facility other than
Attorney’s office. Most of Attorney’s electronic data, including emails and documents, are stored
in this manner. By entering into this Agreement, Client understands and consents to having
communications, documents and information pertinent to the Client’s matter stored through such
a cloud-based service.
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
Disclosure and Consent-Third Party Payor Payment of Attorney’s Fees and Costs
Under California Rules of Professional Conduct 1.8.6 an attorney may not accept compensation from one who is not the
client without: (1) assuring the arrangement does not interfere with the attorney’s independence or professional judgment
on behalf of the client or with the attorney-client relationship, (2) providing for protection of client confidential
information and secrets under Business & Professions Code Section 6068(e), (3) providing the client with a written
disclosure of the relevant circumstances and the actual and foreseeable adverse consequences arising from the
arrangement and (4) obtaining the client’s informed written consent.
The potential adverse consequences of having a Third Party Payor responsible for payment of attorney’s fees and costs is
that the Third Party Payor may: (1) attempt to interfere with the attorney-client relationship between the attorney and
client, (2) attempt to interfere with the attorney’s exercise of independent professional judgment on behalf of the client, or
(3) seek access to client confidential information or secrets contrary to the wishes of the client.
By signing this Agreement, Third Party Payor [insert name or entity] agrees to pay for all legal services which attorney
provides to client and costs incurred in the representation of client. Client will remain responsible for and will pay
attorney’s bills in the event that third party payor fails for any reason to pay attorney’s bills as they become due. If a
refund is due at the conclusion of the representation, the refund will be paid to the person or entity who paid the fees and
costs.
Third Party Payor [insert name or entity] acknowledges this agreement to pay for attorney’s fees and costs does not make
Third Party Payor a client of Attorney and that an attorney-client relationship will exist only between Attorney and
Client. Third Party Payor further agrees that they will not interfere with the attorney-client relationship and will not
interfere with the Attorney’s exercise of independent professional judgment on behalf of the client. In furtherance of the
independent nature of the attorney-client relationship, Third Party Payor acknowledges that it has no right to direct
Attorney’s handling of Client’s matter.
SELECT ONE:
____It is also understood and acknowledged that Third Party Payor [insert name or entity] will have no
right to information regarding the representation and Attorney will not disclose any confidential or
privileged information to Third Party Payor, unless client gives written permission to discuss some or all
of the Client’s matter with Third Party Payor.
OR
____Client has asked Third Party Payor to participate in consultations with Attorney and may continue to
do so with the understanding that Third Party Payor’s involvement in any communications with Attorney
is solely to further the interests of Client. Communications involving Third Party Payor [insert name],] are
therefore intended to remain confidential and privileged as against persons or entities other than Attorney,
Client and Third Party Payor. It is further understood and agreed that Attorney may share confidential
information with Third Party Payor except when Client directs Attorney to keep information confidential.
To the extent Client desires communications and information to remain confidential, Third Party Payor
agrees that payment and receipt of Client confidential information or secrets shall not in any way limit
Client’s confidentiality rights or waive any privilege.
By signing this Agreement, Client and Third Party Payor [insert name or entity] acknowledge they have: (1) read and
fully understand this disclosure and consent form, (2) agreed that Attorney may accept compensation from [insert name or
entity] to provide legal services to Client under the terms and conditions of this Agreement and (3) that [insert name or
entity] has been represented and advised by counsel in entering into this Agreement or has waived their right to such
representation and advice.
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Dated: ____________________ CLIENT: __________________________________________________
Dated: ____________________ THIRD PARTY: ____________________________________________
Dated: ____________________ ATTORNEY: ______________________________________________
Joint/Multiple Client Disclosure and Consent Form
Clients [NAME] and [NAME(s)] (“Joint Clients”) have asked Attorney to jointly represent them in [DESCRIBE
MATTER]. While joint representation may result in economic or tactical advantages, it also involves risks and
potential conflicts of interest. The California Rules of Professional Conduct require that before an attorney may
concurrently represent two or more clients in a matter, the attorney must: (1) inform each client in writing of the
relevant circumstances and of the actual and reasonably foreseeable adverse consequences to the each client arising
from the proposed joint representation, and (2) obtain the informed written consent of each client.
The purpose of this disclosure is to set forth potential conflicts of interest relating to the proposed joint
representation, and what Attorney perceives to be the relevant circumstances and the actual and/or reasonably
foreseeable adverse consequences. Assuming that both [OR ALL IF MORE THAN TWO CLIENTS] Clients
provide their informed written consent, Attorney agrees to represent Joint Clients in [DESCRIBE
MATTER]. Attorney understands that this arrangement is desired by Joint Clients as a means of securing the
economic and tactical advantage of joint representation.
California law and Rule 1.7 of the Rules of Professional Conduct require Attorneys to provide written disclosure of
any actual and reasonably foreseeable adverse consequences arising from the proposed joint representation, and to
obtain all clients’ informed written consent to the joint representation. While Attorneys do not perceive any actual
or reasonably foreseeable adverse consequences at this time, Clients should consider the following potential adverse
consequences prior to consenting to the proposed joint representation:
(1) When an attorney represents only one client, there is no concern regarding shared or divided loyalties; rather
all of the attorney’s efforts are focused on representing the interests of that one client. When an attorney represents
two or more clients in the same matter, the attorney acts to protect the interests of each client, which may result in
divided, or at least shared, attorney-client loyalties. Issues may arise as to which Attorney’s representation of any
one client may be limited by Attorney’s representation of any other joint client. While neither Attorney nor Clients
are aware of any such issues at this time, divided loyalty is always a risk in the event of joint representation.
(2) Attorneys owe clients a duty to preserve secrets and confidential communications, unless that duty is excused
by the State Bar Act, the Rules of Professional Conduct or other law. When an attorney represents more than one
client in a matter, pursuant to Evidence Code §962 and California case, law there is no attorney-client privilege with
respect to communications that take place between any of the Joint Clients and the attorney should any of the Joint
Clients ever have a dispute in which those communications are relevant. Attorney has a duty to keep all of the Joint
Clients reasonably informed of significant developments. Any information either of the Joint Clients discloses to
Attorney during the course of the joint representation may be disclosed to the jointly represented clients during the
course of the joint representation.
(3) Conflicts may arise in particular with regard to: (a) litigation strategies that can impact different clients
differently; and (b) settlement issues, inasmuch as Joint Clients may each have different ideas regarding the
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propriety of settlement. At this point, Attorney does not have sufficient information to evaluate whether a potential
settlement presents a conflict between the Joint Clients’ interests. If Attorney perceives there is a conflict with
respect to a settlement demand or litigation strategy, there may be a need for Joint Clients to consult independent
counsel.
(4) Joint representation may also create an issue regarding custody, or control, of the original file when an
attorney-client relationship ends. By signing this agreement, each of you agree that if Attorney stops representing
one of you, but continues to represent the other(s), the client(s) represented by Attorney is entitled to maintain
custody or control of the original file. The other party or parties is/are entitled to a copy of Client materials and
property as defined in Rule 1.16(e)(1) of the Rules of Professional Conduct.
(5) In the event of a dispute or conflict between any of the Joint Clients, there is a risk that Attorney may be
disqualified from representing one or more of the Joint Clients or that it may otherwise be inappropriate for Attorney
to continue with the joint representation absent written consent from each of the Joint Clients.
Select one
(6) [FOR USE WHEN REPRESENTING MULTIPLE PLAINTIFFS]
If there is insufficient insurance or assets to cover the damages of each client, there may be disputes
regarding how to allocate the insurance proceeds or assets between the Joint Clients.
or
(6) [FOR USE WHEN REPRESENTING MULTIPLE DEFENDANTS]
If there is a judgment against any of the Joint Clients which is not covered by insurance, that client may have
rights of indemnity against one or more of the other parties. If any disputes should arise between the Joint Clients,
Attorney will not advise or represent any of the clients in connection with any claim for contribution or indemnity
that it may have against any of the other clients.
[OPTION RE PUNITIVE DAMAGES]
The complaint includes a claim for punitive damages, which presents the potential for a conflict inasmuch as
an award of punitive damages is not insurable. Attorney will endeavor to keep each of the Joint Clients advised as to
their potential risks and exposure with respect to the punitive damage claim, or with respect to any over policy limits
claims should one ever be made.
Because there is currently no conflict of interest, Attorney may jointly represent Joint Clients in connection with the
[DESCRIBE MATTER] provided that Joint Clients both/all give your informed consent in writing. Each Joint
Client should feel free to consult with independent counsel before finalizing your decision to proceed with the joint
representation, including whether or not to sign this conflict disclosure and waiver. Attorney emphasizes that each
Joint Client remains free to seek independent counsel at any time even if they decide to sign this consent.
Notwithstanding the foregoing, it is Attorney’s current understanding that each of the Joint Clients desires to have
Attorney jointly represent them in the [DESCRIBE MATTER]. By signing this Disclosure and Consent, each
client expressly acknowledges that he/she or it (acting through its authorized representative): (1) has carefully read
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and fully understands the disclosures set forth above; (2) has carefully considered all of the circumstances and
potential conflicts described above; (3) has had the opportunity to consult with independent counsel regarding the
disclosures and consent in this agreement; and (4) agrees to the joint representation by Attorney of Clients in
[DESCRIBE MATTER].
Dated: ____________________ CLIENT: __________________________________________
Dated: ____________________ CLIENT: __________________________________________
Dated: ____________________ ATTORNEY:
_____________________________________________
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Mediation Disclosure Notification and Acknowledgement
To promote communication in mediation, California law generally makes mediation a confidential
process. California’s mediation confidentiality laws are laid out in Sections 703.5 and 1115 to 1129,
inclusive, of the Evidence Code. Those laws establish the confidentiality of mediation and limit the
disclosure, admissibility, and a court’s consideration of communications, writings, and conduct in connection
with a mediation. In general, those laws mean the following:
• All communications, negotiations, or settlement offers in the course of a mediation must remain
confidential.
• Statements made and writings prepared in connection with a mediation are not admissible or
subject to discovery or compelled disclosure in noncriminal proceedings.
• A mediator’s report, opinion, recommendation, or finding about what occurred in a mediation
may not be submitted to or considered by a court or another adjudicative body.
• A mediator cannot testify in any subsequent civil proceeding about any communication or
conduct occurring at, or in connection with, a mediation.
This means that all communications between you and your attorney made in preparation for a mediation,
or during a mediation, are confidential and cannot be disclosed or used (except in extremely limited
circumstances), even if you later decide to sue your attorney for malpractice because of something that
happens during the mediation.
I, _____________________________ [Name of Client], understand that, unless all participants agree
otherwise, no oral or written communication made during a mediation, or in preparation for a mediation,
including communications between me and my attorney, can be used as evidence in any subsequent
noncriminal legal action including an action against my attorney for malpractice or an ethical violation.
NOTE: This disclosure and signed acknowledgement does not limit your attorney’s potential liability to
you for professional malpractice, or prevent you from (1) reporting any professional misconduct by your
attorney to the State Bar of California or (2) cooperating with any disciplinary investigation or criminal
prosecution of your attorney.
[Name of Client] __________________________________________ [Date signed] ____________________
[Name of Client] __________________________________________ [Date signed] ____________________
[Name of Attorney] ________________________________________ [Date signed] ____________________
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
(REDLINE)
Optional Clauses and Disclosure Forms
1. ARBITRATION
A. ARBITRATION OF ALL DISPUTES INCLUDING CLAIMS OF
MALPRACTICE
Any dispute between the parties [Attorney and Client] regarding the construction,
application or performance of any services under this Agreement, and any claim arising out of or
relating to this Agreement or its breach, including, without limitation, claims for breach of
contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud and disputes
regarding attorney fees and/or costs charged under this Agreement (except as provided in
Paragraph B below) shall be submitted to binding arbitration upon the written request of one party
after the service of that request on the other party. The parties shall appoint one person [Option:
or agree upon a 3-person panel] to hear and determine the dispute.
Option: The arbitration provider shall be ______________ [fill in the name of the arbitration
provider] whose rules shall govern the arbitration.
Option: If the parties cannot agree on the selection of an arbitrator, a party may petition the
Superior Court of _____________ [fill in name of county] County and the procedures set forth in
Code of Civil Procedure Section 1281.6 for Appointment of Arbitrators shall apply. The court
will choose an impartial arbitrator and the court’s decision shall be final and conclusive on all
parties.
Option: Attorney and Client shall each have the right of discovery in connection with any
arbitration proceeding in accordance with Code of Civil Procedure Section 1283.05.
Option: Each party shall bear its own costs, expenses, attorney’s fees and an equal share of the
arbitrators’ and administrative fees.
The venue for the arbitration and any post-award proceeding to confirm, correct or vacate the
award shall be __________________ [fill in name of county] County, California.
Client and Attorney confirm that they have read and understand subparagraphs A above,
and voluntarily agree to binding arbitration. In doing so, Client and Attorney voluntarily give up
important constitutional rights to trial by judge or jury, as well as rights to appeal. Client may
consult with an independent lawyer of Client’s choice to review these arbitration provisions, and
this entire agreement, prior to signing this Agreement.
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
B. MANDATORY FEE ARBITRATION
Notwithstanding subparagraph A above, the parties acknowledge that in any dispute over
attorney’s fees, costs or both subject to the jurisdiction of the State of California over attorney’s
fees, charges, costs or expenses, Client has the right to elect arbitration pursuant to procedures as
set forth in California Business and Professions Code Sections 6200-6206 (the Mandatory Fee
Arbitration Act). If, after receiving a Notice of Client’s Right to Fee Arbitration, Client does not
elect to proceed under the Mandatory Fee Arbitration Act procedures by failing to file a request
for fee arbitration within 30 days, any dispute over fees, charges, costs or expenses, will be
resolved by binding arbitration as provided in the previous paragraph A. Arbitration pursuant to
the Mandatory Fee Arbitration Act is non-binding unless the parties agree in writing, after the
dispute has arisen, to be bound by the arbitration award. The Mandatory Fee Arbitration Act
procedures permit a court trial after non-binding arbitration, or a subsequent binding contractual
arbitration if the parties have agreed to binding arbitration, if either party rejects the award within
30 days after the award is mailed to the parties.
2. MEDIATION
Attorney and Client agree to try to settle all disputes between them through private
mediation before initiating any arbitration, litigation or other dispute resolution procedure. The
disputes which are subject to mediation include without limitation the following: claims regarding
the construction, application or performance of services, claims for breach of contract,
professional negligence, breach of fiduciary duty, misrepresentation, fraud and attorney’s fees and
costs. Any party to the agreement may initiate mediation through service of a written demand in
person or by mail or , if agreed to by the parties in advance, by e-mail to the opposing party. The
mediation session will occur at a time mutually agreed upon by the parties in consultation with a
mutually selected mediator, though no later than ___ days after the date of services of the initial
notice, unless otherwise agreed by the parties and mediator. Each party shall bear its own fees
and costs for the mediation. Under Evidence Code section 1129(a), Attorney is required to
provide notice and have Client acknowledge certain confidentiality restrictions prior to
participating in mediation. Attorney will provide Client with the Notice and Acknowledgement
form.
3. INTEREST CHARGES
If a bill is not paid when due, interest will be charged on the principal balance (consisting
of any unpaid fees, costs, and/or expenses) shown on the bill. Interest will be calculated by
multiplying the unpaid balance by the periodic rate of .833% per month (TEN PERCENT [10%]
PER ANNUM). The unpaid balance will bear interest until paid.
4. REPLENISHING DEPOSIT
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To commence the representation, Client has provided [must provide] Attorney with a
$_____________ deposit. Attorney will hold the deposit in Attorney/Client Trust Account and
apply it to each bill when rendered by Attorney. Client will pay any additional balance in an
amount necessary to return the deposited amount to $________. At the conclusion of the matter,
the deposit will be applied to the final bill, in which event Client will be responsible for any
remaining amount due over and above the deposit. If no amount remains due after the deposited
funds have been applied to the final invoice, and should any deposited funds remain, Cclient is
entitled to and will have those funds returned in a timely manner.
5. ATTORNEY’S FEES
The prevailing party in any action or proceeding arising out of or to enforce any provision
of this Agreement, with the exception of a fee arbitration or mediation under Business and
Professions Code Sections 6200-6206, will be awarded reasonable attorney’s fees and costs
incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.
6. OTHER PAYOR– INSURANCE
Client has informed Attorney that Client may have insurance coverage which may pay for
some or all of Attorney’s fees and costs that may become due under this Agreement. Attorney
will make a claim on Client’s behalf with the insurer requesting that the insurer pay for the
Attorney’s services and costs incurred. It is understood, however, that if the insurer refuses or
fails to pay Attorney for any reason, Client will remain responsible for all Attorney’s bills as they
are rendered upon the billing and payment terms set forth in this Agreement. Should the insurer
pay only a portion of the fees and costs, Client will be responsible for the balance.
7. FLAT FEE
OPTION 1: FLAT FEE PAID UPON COMPLETION OF SERVICES; OR, PAID IN
ADVANCE AND HELD IN CLIENT TRUST ACCOUNT
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed or the results obtained. Client
acknowledges that this fee is negotiated and is not set by law. The fee shall be paid by Client
[AlternativeOption 1: when the work is completed]; [Alternative 2: in advance of the services to
be rendered on (insert date) and will be withdrawn after the work is completed]; [Alternative 3:
on _____ (insert date)]; [Option 2: in equal installments of $_____due on ______].;
OPTION 2: WHERE FLAT FEE PAID IN ADVANCE EXCEEDS $1,000 AND
ATTORNEY SEEKS CLIENT AGREEMENT TO DEPOSIT IN AN OPERATING
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ACCOUNT
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed. Client acknowledges that this
fee is negotiated and is not set by law. The fee shall be paid by Client in advance of the services
to be rendered on [insert date].
Client has the right to (1) require that the flat fee be deposited into Attorney’s Client Trust
Account until the fee is earned; and (2) a refund of any amount of the fee that has not been earned
in the event the representation is terminated or the services for which the flat fee has been paid are
not completed. Having been informed of these rights, Client hereby agrees to the flat fee being
deposited into Attorney’s operating account. ___________________________ (Client signature
here); or: Client does not agree to the flat fee being deposited into Attorney’s operating account
and instead requires that the fee be deposited into Attorney’s Client Trust Account.
____________ (Client signature here).
OPTION 3: WHERE FLAT FEE PAID IN ADVANCE IS $1,000 OR LESS AND
ATTORNEY SEEKS TO DEPOSIT IN AN OPERATING ACCOUNT[Option 3: when the
work is completed]. The Flat Fee, upon payment, becomes the property of Attorney and
need not be deposited into the Attorney/Client trust account. Either party may terminate
the representation at any time, subject to Attorney’s obligations under the Rules of
Professional Conduct and the approval of the court if the matter is in litigation. If either
party terminates the representation before Attorneys have provided all legal services
described in this Agreement, Client may be entitled to a refund of all or part of the flat fee
based on the value of the legal services performed prior to termination.
Client agrees to pay a flat fee of $________ for Attorney’s services under this Agreement.
This fee is fixed and constitutes complete payment for the performance of services under this
Agreement and does not depend on the amount of work performed. Client acknowledges that this
fee is negotiated and is not set by law. The fee shall be paid by Client in advance of the services
to be rendered on [insert date]. The fee will be deposited into the Attorney’s operating account.
Attorney hereby discloses to Client that Client has the right to (1) require that the flat fee
be deposited into Attorney’s Client Trust Account until the fee is earned; and (2) a refund of any
amount of the fee that has not been earned in the event the representation is terminated or the
services for which the flat fee has been paid are not completed.
8. DIVISION OF CONTINGENCY FEES
Client agrees that Attorney may associate other attorneys to assist in the representation.
Client’s legal fees under this agreement will not increase by reason of this association. The
associated attorneys will receive ___________(fill in fraction or other method) of the fee and this
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firm will receive ____________(fill in fraction or other method).
By signing this agreement, Client has read and understands the above and confirms
his/her/its consent to the terms of the association of counsel and division of fees.
9. “OTHER ATTORNEY”–HOURLY
OPTION 1 BILLED AS A COST
It is agreed that Attorney will associate with another attorney, [name], who will assist
Attorney regarding the representation. [Name] will be compensated by Attorney on an hourly
basis at a rate of $________ per hour. These charges will be billed by Attorney to Client as a cost
as defined in this Agreement.
OPTION 2 DIRECT BILLED
It is agreed that Attorney will associate with another attorney, [name], who will assist
Attorney regarding the representation. [Name] will be compensated on an hourly basis at a rate of
$________ per hour. These charges will be billed directly to Client by attorney [name].
[NOTE: This language was not created for use in contingency cases.]
10. PAYMENT OF REFERRAL FEE
Client acknowledges that attorney ____________________(fill in name) who referred the
case to this Attorney/firm will receive a referral fee of ________(fill in percentage) of all sums
paid in this matter. Client’s legal fees will not be increased by reason of the referral fee.
By signing this agreement, Client confirms his/her/its consent to the terms of the payment
of the referral fee.
11. LIEN—HOURLY FEE AGREEMENT
Client hereby grants Attorney a lien on any and all claims that are the subject of
Attorney’s representation under this Agreement. Attorney’s lien will be for any sums owing to
Attorney for any unpaid costs, or attorney’s fees, at the conclusion of Attorney’s services. The
lien will attach to any recovery Client may obtain, whether by arbitration award, judgment,
settlement or otherwise. An effect of such a lien is that Attorney may be able to compel payment
of fees and costs from any such funds recovered on behalf of Client even if Attorney has been
discharged before the end of the case. The lien shall exist and attach to any recovery only for
costs already advanced by Attorney pursuant to Paragraph __ [insert paragraph number pertaining
to Costs]. Because a lien may affect Client’s property rights, Client may seek the advice of an
independent lawyer of Client’s own choice before agreeing to such a lien. By initialing this
paragraph, Client represents and agrees that Client has had a reasonable opportunity to consult
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such an independent lawyer and—whether or not Client has chosen to consult such an
independent lawyer—Client agrees that Attorney will have a lien as specified above.
__________(Client initials here) _________(Attorney initials here)
12. EXCLUDED SERVICES
Attorney’s representation does not include independent or related matters that may arise,
including, among other things, claims for property damage, workers’ compensation, disputes with
a health care provider about the amount owed for their services, or claims for reimbursement
(subrogation) by any insurance company for benefits paid under an insurance policy. [Expand as
necessary.]
13. OPTIONAL CONTINGENCY LANGUAGE
A. NO RECOVERY LANGUAGE
If no recovery is obtained, Client will be obligated to pay only for costs, disbursements
and expenses, as described in Paragraph __ [insert paragraph number pertaining to Costs]. These
may include Client’s obligation to pay attorney fees and costs of the type enumerated in
Paragraph __ [insert paragraph number pertaining to Costs] to any prevailing party, either
pursuant to statute or court order.
B. ATTORNEY ADVANCING COSTS LANGUAGE
Client will not be obligated to pay Attorney for costs, disbursements or expenses advanced
by Attorney. However, if Client is not the prevailing party the court may award attorney fees and
costs of the type enumerated in Paragraph __ [insert paragraph number pertaining to Costs] to any
prevailing party and payment of such attorney fees and costs will be the sole responsibility of
Client.
C. NET RECOVERY OPTIONS
OPTION 1A:
STRAIGHT PERCENTAGE OF NET RECOVERY
The fee to be paid to Attorney will be _____ percent (___%) of the “net recovery”. The
term “net recovery” means (1) the total of all amounts received by settlement, arbitration
award or judgment, (2) minus all costs and disbursements set forth in Paragraph __ [insert
paragraph number pertaining to Costs].
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OPTION 1B:
NET RECOVERY INCLUDING COURT ORDERED FEES
The term “net recovery” means (1) the total of all amounts received by settlement,
arbitration award or judgment, (2) minus all costs and disbursements set forth in
Paragraph __ [insert paragraph number pertaining to Costs]. If another party is ordered by
the court to pay Client’s Attorney’s fees and/or costs, that award shall be part of Client’s
net recovery and the contingent fee shall be based on the Client’s total recovery, including
the amount of the court ordered award of attorney’s fees and/or costs.
OPTION 1C:
NET RECOVERY GREATER OF NET OR COURT ORDERED FEES:
The term “net recovery” means (1) the total of all amounts received by settlement,
arbitration award or judgment, (2) minus all costs and disbursements set forth in
Paragraph __ [insert paragraph number pertaining to Costs]. If another party is ordered by
the court to pay Client’s Attorney’s fees and/or costs, Client agrees that the attorney’s fees
and costs payable to Attorney pursuant to this Agreement shall be the greater of: (i) the
amount otherwise owed to Attorney under this Agreement if the award of attorney’s fees
and costs were disregarded; or (ii) the amount of the court ordered award of attorney’s
fees and costs.]
D. GROSS RECOVERY OPTIONS
OPTION 2A
STRAIGHT PERCENTAGE OF GROSS RECOVERY
The fee to be paid to Attorney will be ______ percent (__%) of the “gross recovery.” The
term, “gross recovery” means a percentage of the total of all amounts received by
settlement, arbitration award or judgment before deducting any litigation costs and
expenses set forth in Paragraph __ [insert paragraph number pertaining to Costs] which
have been either advanced or incurred by Attorney on behalf of Client.
OPTION 2B
SCALED PERCENTAGE OF GROSS RECOVERY
The fee to be paid to Attorney will be a percentage of the “gross recovery”, depending on
the stage at which the settlement or judgment is reached. The term, “gross recovery”
means a percentage of the total of all amounts received by settlement, arbitration award or
judgment before deducting any litigation costs and expenses all costs and disbursements
set forth in Paragraph 6 which have been either advanced or incurred by Attorney on
behalf of Client.
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Attorney’s fee shall be calculated as follows:
(a) If the matter is resolved before filing a lawsuit or formal initiation of
proceedings, then Attorney’s fee will be _________ percent (____%) of the gross
recovery;
(b) If the matter is resolved prior to ____ days before the date initially set for
the trial or arbitration of the matter then Attorney’s fee will be _________ percent
(____%) of the gross recovery; and
(c) If the matter is resolved after the times set forth in (i) and (ii), above, then
Attorney’s fee will be _________ percent (____%) of the gross recovery.
14. CONSENT TO USE OF E-MAIL AND CLOUD SERVICES
In order to provide Client with efficient and convenient legal services, Attorney will frequently
communicate and transmit documents using e-mail. Because e-mail continues to evolve, there
may be risks communicating in this manner, including risks related to confidentiality and security.
By entering into this Agreement, Client is consenting to such e-mail transmissions with Client and
Client’s representatives and agents.
In addition, Attorney uses a cloud computing service with servers located in a facility other than
Attorney’s office. Most of Attorney’s electronic data, including emails and documents, are stored
in this manner. By entering into this Agreement, Client understands and consents to having
communications, documents and information pertinent to the Client’s matter stored through such
a cloud-based service.
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
Disclosure and Consent-Third Party Payor Payment of Attorney’s Fees and Costs
Under California Rules of Professional Conduct 1.8.63-310(F) an attorney may not accept compensation from one who is
not the client without: (1) assuring the arrangement does not interfere with the attorney’s independence or professional
judgment on behalf of the client or with the attorney-client relationship, (2) providing for protection of client confidential
information and secrets under Business & Professions Code Section 6068(e), (3) providing the client with a written
disclosure of the relevant circumstances and the actual and foreseeable adverse consequences arising from the
arrangement and (4) obtaining the client’s informed written consent.
The potential adverse consequences of having a Third Party Payor responsible for payment of attorney’s fees and costs is
that the Third Party Payor may: (1) attempt to interfere with the attorney-client relationship between the attorney and
client, (2) attempt to interfere with the attorney’s exercise of independent professional judgment on behalf of the client, or
(3) seek access to client confidential information or secrets contrary to the wishes of the client.
By signing this Agreement, Third Party Payor [insert name or entity] agrees to pay for all legal services which attorney
provides to client and costs incurred in the representation of client. Client will remain responsible for and will pay
attorney’s bills in the event that third party payor fails for any reason to pay attorney’s bills as they become due. If a
refund is due at the conclusion of the representation, the refund will be paid to the person or entity who paid the fees and
costs.
Third Party Payor [insert name or entity] acknowledges this agreement to pay for attorney’s fees and costs does not make
Third Party Payor a client of Attorney and that an attorney-client relationship will exist only between Attorney and
Client. Third Party Payor further agrees that they will not interfere with the attorney-client relationship and will not
interfere with the Attorney’s exercise of independent professional judgment on behalf of the client. In furtherance of the
independent nature of the attorney-client relationship, Third Party Payor acknowledges that it has no right to direct
Attorney’s handling of Client’s matter.
SELECT ONE:
____It is also understood and acknowledged that Third Party Payor [insert name or entity] will have no
right to information regarding the representation and Attorney will not disclose any confidential or
privileged information to Third Party Payor, unless client gives written permission to discuss some or all
of the Client’s matter with Third Party Payor.
OR
____Client has asked Third Party Payor to participate in consultations with Attorney and may continue to
do so with the understanding that Third Party Payor’s involvement in any communications with Attorney
is solely to further the interests of Client. Communications involving Third Party Payor [insert name],] are
therefore intended to remain confidential and privileged as against persons or entities other than Attorney,
Client and Third Party Payor. It is further understood and agreed that Attorney may share confidential
information with Third Party Payor except when Client directs Attorney to keep information confidential.
To the extent Client desires communications and information to remain confidential, Third Party Payor
agrees that payment and receipt of Client confidential information or secrets shall not in any way limit
Client’s confidentiality rights or waive any privilege.
By signing this Agreement, Client and Third Party Payor [insert name or entity] acknowledge they have: (1) read and
fully understand this disclosure and consent form, (2) agreed that Attorney may accept compensation from [insert name or
entity] to provide legal services to Client under the terms and conditions of this Agreement and (3) that [insert name or
entity] has been represented and advised by counsel in entering into this Agreement or has waived their right to such
representation and advice.
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
Dated: ____________________ CLIENT: __________________________________________________
Dated: ____________________ THIRD PARTY: ____________________________________________
Dated: ____________________ ATTORNEY: ______________________________________________
Joint/Multiple Client Disclosure and Consent Form
Clients [NAME] and [NAME(s)] (“Joint Clients”) have asked Attorney to jointly represent them in [DESCRIBE
MATTER]. While joint representation may result in economic or tactical advantages, it also involves risks and
potential conflicts of interest. The California Rules of Professional Conduct require that before an attorney may
concurrently represent two or more clients in a matter, the attorney must: (1) inform each client in writing of the
relevant circumstances and of the actual and reasonably foreseeable adverse consequences to the each client arising
from the proposed joint representation, and (2) obtain the informed written consent of each client.
The purpose of this disclosure is to set forth potential conflicts of interest relating to the proposed joint
representation, and what Attorney perceives to be the relevant circumstances and the actual and/or reasonably
foreseeable adverse consequences. Assuming that both [OR ALL IF MORE THAN TWO CLIENTS] Clients
provide their informed written consent, Attorney agrees to represent Joint Clients in [DESCRIBE
MATTER]. Attorney understands that this arrangement is desired by Joint Clients as a means of securing the
economic and tactical advantage of joint representation.
California law and Rule 1.73-310(C)(1) of the Rules of Professional Conduct require Attorneys to provide written
disclosure of any actual and reasonably foreseeable adverse consequences arising from the proposed joint
representation, and to obtain all clients’ informed written consent to the joint representation. While Attorneys do not
perceive any actual or reasonably foreseeable adverse consequences at this time, Clients should consider the
following potential adverse consequences prior to consenting to the proposed joint representation:
(1) When an attorney represents only one client, there is no concern regarding shared or divided loyalties; rather
all of the attorney’s efforts are focused on representing the interests of that one client. When an attorney represents
two or more clients in the same matter, the attorney acts to protect the interests of each client, which may result in
divided, or at least shared, attorney-client loyalties. Issues may arise as to which Attorney’s representation of any
one client may be limited by Attorney’s representation of any other joint client. While neither Attorney nor Clients
are aware of any such issues at this time, divided loyalty is always a risk in the event of joint representation.
(2) Attorneys owe clients a duty to preserve secrets and confidential communications, unless that duty is excused
by the State Bar Act, the Rules of Professional Conduct or other law. When an attorney represents more than one
client in a matter, pursuant to Evidence Code §962 and California case, law there is no attorney-client privilege with
respect to communications that take place between any of the Joint Clients and the attorney should any of the Joint
Clients ever have a dispute in which those communications are relevant. Attorney has a duty to keep all of the Joint
Clients reasonably informed of significant developments. Any information either of the Joint Clients discloses to
Attorney during the course of the joint representation may be disclosed to the jointly represented clients during the
course of the joint representation.
(3) Conflicts may arise in particular with regard to: (a) litigation strategies that can impact different clients
differently; and (b) settlement issues, inasmuch as Joint Clients may each have different ideas regarding the
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
propriety of settlement. At this point, Attorney does not have sufficient information to evaluate whether a potential
settlement presents a conflict between the Joint Clients’ interests. If Attorney perceives there is a conflict with
respect to a settlement demand or litigation strategy, there may be a need for Joint Clients to consult independent
counsel.
(4) Joint
representation may also create an issue regarding custody, or control, of the original file when an
attorney-client relationship ends. By signing this agreement, each of you agree that if Attorney stops representing
one of you, but continues to represent the other(s), the client(s) represented by Attorney is entitled to maintain
custody or control of the original file. The other party or parties is/are entitled to a copy of Client materials and
propertyPapers as defined in Rule 1.16(e)(1)3-700(D) of the Rules of Professional Conduct.
(5) In the event of a dispute or conflict between any of the Joint Clients, there is a risk that Attorney may be
disqualified from representing one or more of the Joint Clients or that it may otherwise be inappropriate for Attorney
to continue with the joint representation absent written consent from each of the Joint Clients.
Select one
(6) [FOR USE WHEN REPRESENTING MULTIPLE PLAINTIFFS]
If there is insufficient insurance or assets to cover the damages of each client, there may be disputes
regarding how to allocate the insurance proceeds or assets between the Joint Clients.
or
(6) [FOR USE WHEN REPRESENTING MULTIPLE DEFENDANTS]
If there is a judgment against any of the Joint Clients which is not covered by insurance, that client may have
rights of indemnity against one or more of the other parties. If any disputes should arise between the Joint Clients,
Attorney will not advise or represent any of the clients in connection with any claim for contribution or indemnity
that it may have against any of the other clients.
[OPTION RE PUNITIVE DAMAGES]
The complaint includes a claim for punitive damages, which presents the potential for a conflict inasmuch as
an award of punitive damages is not insurable. Attorney will endeavor to keep each of the Joint Clients advised as to
their potential risks and exposure with respect to the punitive damage claim, or with respect to any over policy limits
claims should one ever be made.
Because there is currently no conflict of interest, Attorney may jointly represent Joint Clients in connection with the
[DESCRIBE MATTER] provided that Joint Clients both/all give your informed consent in writing. Each Joint
Client should feel free to consult with independent counsel before finalizing your decision to proceed with the joint
representation, including whether or not to sign this conflict disclosure and waiver. Attorney emphasizes that each
Joint Client remains free to seek independent counsel at any time even if they decide to sign this consent.
Notwithstanding the foregoing, it is Attorney’s current understanding that each of the Joint Clients desires to have
Attorney jointly represent them in the [DESCRIBE MATTER]. By signing this Disclosure and Consent, each
client expressly acknowledges that he/she or it (acting through its authorized representative): (1) has carefully read
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
and fully understands the disclosures set forth above; (2) has carefully considered all of the circumstances and
potential conflicts described above; (3) has had the opportunity to consult with independent counsel regarding the
disclosures and consent in this agreement; and (4) agrees to the joint representation by Attorney of Clients in
[DESCRIBE MATTER].
Dated: ____________________ CLIENT: __________________________________________
Dated: ____________________ CLIENT: __________________________________________
Dated: ____________________ ATTORNEY:
_____________________________________________
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Attachment C: Sample Fee Agreement Forms: Optional Clauses and Disclosure Forms (Clean and Redline)
Mediation Disclosure Notification and Acknowledgement
To promote communication in mediation, California law generally makes mediation a confidential
process. California’s mediation confidentiality laws are laid out in Sections 703.5 and 1115 to 1129,
inclusive, of the Evidence Code. Those laws establish the confidentiality of mediation and limit the
disclosure, admissibility, and a court’s consideration of communications, writings, and conduct in connection
with a mediation. In general, those laws mean the following:
• All communications, negotiations, or settlement offers in the course of a mediation must remain
confidential.
• Statements made and writings prepared in connection with a mediation are not admissible or
subject to discovery or compelled disclosure in noncriminal proceedings.
• A mediator’s report, opinion, recommendation, or finding about what occurred in a mediation
may not be submitted to or considered by a court or another adjudicative body.
• A mediator cannot testify in any subsequent civil proceeding about any communication or
conduct occurring at, or in connection with, a mediation.
This means that all communications between you and your attorney made in preparation for a mediation,
or during a mediation, are confidential and cannot be disclosed or used (except in extremely limited
circumstances), even if you later decide to sue your attorney for malpractice because of something that
happens during the mediation.
I, _____________________________ [Name of Client], understand that, unless all participants agree
otherwise, no oral or written communication made during a mediation, or in preparation for a mediation,
including communications between me and my attorney, can be used as evidence in any subsequent
noncriminal legal action including an action against my attorney for malpractice or an ethical violation.
NOTE: This disclosure and signed acknowledgement does not limit your attorney’s potential liability to
you for professional malpractice, or prevent you from (1) reporting any professional misconduct by your
attorney to the State Bar of California or (2) cooperating with any disciplinary investigation or criminal
prosecution of your attorney.
[Name of Client] __________________________________________ [Date signed] ____________________
[Name of Client] __________________________________________ [Date signed] ____________________
[Name of Attorney] ________________________________________ [Date signed] ____________________
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