[Firm letterhead] · [Date]

[Client contact name]
[Client company]
[Address]

Engagement Letter

Dear [Name],

Thank you for the opportunity to work with [Client]. This letter confirms the terms on which [Firm] (“we”) will provide services to you.

1. Scope of services

We will provide the following: [describe the services / reference the attached SOW]. Work outside this scope will be agreed separately in writing.

2. Fees & expenses

Our fees will be [fixed fee of [amount] / [rate] per hour, estimated [amount]]. We invoice [monthly / on milestones], due within [15] days. Reasonable pre-approved expenses are billed at cost.

3. Your responsibilities

To do our best work we’ll need timely access to [people, information, decisions]. Delays in access may affect timing and cost.

4. Confidentiality

Each of us will keep the other’s non-public information confidential and use it only for this engagement.

5. Ownership

On full payment, deliverables we create specifically for you become yours, except for our pre-existing materials and general know-how, which remain ours and which we license to you for your internal use.

6. Limitation of liability

Our total liability arising from this engagement is limited to the fees paid for it, except where such limitation is not permitted by law. We are not liable for indirect or consequential losses.

7. Term & termination

Either of us may end this engagement with [14] days’ written notice. You will pay for work performed and commitments made up to termination.

8. Governing law

This engagement is governed by the laws of [jurisdiction].

If this reflects our understanding, please sign below and return a copy. We’re looking forward to getting started.

Sincerely,
[Name, title, Firm]