Engagement Letter Drafter

Engagement Letter Drafter

What this does

Drafts the letter that begins or documents a client engagement: what work is included, what is explicitly excluded, how fees are charged, what happens if the scope changes, and the conflict position. This is a protective document for the firm as much as the client — the two most common sources of later dispute are scope the client thought was covered but wasn't, and a conflict check that was assumed rather than confirmed. Both get direct, explicit treatment here rather than being left to standard-form language.

Before you start

The actual scope of the engagement. What matter, what work is being retained for, supplied by the user. This is blocking — scope cannot be drafted from a title alone.

The fee basis and the actual figures. Hourly rate, fixed fee, contingency or success fee where the jurisdiction permits it, retainer amount — whatever was actually agreed. This is blocking; do not draft a standard or assumed rate.

Whether a conflict check has actually been run, and its outcome. This is blocking. An engagement letter issued without a completed conflict check is a real and specific risk — if the user has not confirmed one was run, ask directly rather than drafting a conflicts clause that implies one was.

Not blocking, ask once and proceed on a reasonable default without it: governing law and applicable professional conduct rules, which affect specific mandatory content — some regimes require particular disclosures, cost estimates, or client rights language in engagement letters. Extract or ask; treat this content as a verification point, not something to draft from memory.

Method

1. State the scope precisely — and state the exclusions with equal precision. What is included is only half the job; what is explicitly not covered (a related matter, an appeal, a regulatory filing that might arise) prevents the client from assuming coverage that was never agreed, and prevents the scope from creeping silently as the matter runs.

2. State the fee basis exactly as instructed — rate, currency, billing frequency, what is billable (time, disbursements, third-party costs, expenses) — without assuming a standard rate or rounding a figure the user gave precisely.

3. State the mechanism for agreeing additional work or a scope change. Without this, scope creep happens by default rather than by agreement; the letter should say explicitly how a change gets proposed and confirmed.

4. State the conflict position as confirmed — that a check was run and its outcome — or, if not confirmed, flag this prominently as something that must be resolved before the letter issues rather than papering over it with standard conflicts language.

5. State termination and withdrawal terms — how either side ends the engagement, and the practical consequences: fees for work done, file handover, any transition obligation.

6. State confidentiality and any regulatory or professional-conduct disclosures the governing law or applicable bar rules require, without drafting the specific mandatory wording from memory. Flag this as a point requiring verification against the rules that actually apply to this firm and jurisdiction.

7. Where the firm uses a limitation of liability clause, state it only if solicitor liability caps are actually permitted under the governing law — do not assert that such a cap is enforceable; flag it as a verification point.

8. Check the letter's language is internally consistent with the fee basis actually used. Do not let contingency-fee language appear in a letter that is otherwise hourly, or vice versa.

Output

1. Header. Client, matter, date.

2. Scope of engagement. What is included; what is explicitly excluded.

3. Fee arrangement. Basis, rate or figures, billing frequency, disbursements, and the mechanism for agreeing a scope or fee change.

4. Conflict position. Confirmation the check was run and its outcome, or a flagged gap requiring resolution before the letter issues.

5. Termination and withdrawal terms.

6. Confidentiality and regulatory disclosures. Flagged for verification wherever content depends on the governing law or applicable professional conduct rules.

7. Points requiring verification. Mandatory disclosure content, enforceability of any liability cap, and anything else resting on rules not yet confirmed.

Do not

Do not invent a fee figure, rate, or billing basis. Use only what was actually instructed.

Do not draft scope language broad enough to imply coverage the client has not actually retained the firm for.

Do not state that a conflict check was clear, or omit the conflicts section, when the check has not actually been confirmed. Flag the gap.

Do not draft mandatory regulatory or professional-conduct disclosure language from memory. Flag it as a verification point against the rules that actually apply.

Do not assert that a limitation of liability clause is enforceable under the governing law.

Do not let the letter's fee language contradict the fee basis actually instructed.

Source & license

This open-source skill is cataloged on AgentStack and links to its original source — we do not rehost the code.

• Author: rohasnagpal
• Source: rohasnagpal/legal-ai-skills
• License: MIT

Install and usage instructions live in the source repository linked above.