The full template
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[Contract Date]
Dear [Client Primary Contact Name],
Thank you for asking [Company Name] to help [Client Name]. You've asked us to help with one part of a matter, and not to represent you in the whole of it. This letter sets out exactly what we will and won't do.
1. The Matter
[Describe the matter, for example: the lease of retail space at 48 Harbor Road that the landlord has proposed, which you plan to negotiate yourself.]
2. What We Will Do
- Review the landlord's proposed lease, up to 40 pages
- Prepare a written memo of the key risks and the changes we suggest
- Discuss the memo with you on one call of up to 60 minutes
- Review one revised draft of the lease and tell you whether our suggested changes were made
3. What We Won't Do
- Negotiate with the landlord or its lawyer, or contact them for you
- Draft the lease or any amendment to it
- Review related documents, such as a personal guarantee, unless we agree in writing
- Advise on zoning, permits, environmental, insurance, or tax questions
- Represent you in any dispute or court proceeding about the lease
4. Your Consent to the Limited Scope
We've discussed the benefits and risks of limiting our work. A lawyer handling the whole matter might find issues we won't, because we'll only see what's within the tasks above. You've told us you want this limited help, and by signing below you consent to it.
5. Your Responsibilities
You remain responsible for everything outside the tasks above, including negotiating the lease, meeting any deadlines, and deciding whether to sign. If you'd like us to do more, please ask, and we'll agree on any added work in writing before we start.
6. Fee and Costs
Our fee for the listed tasks is $1,500. We'll send an invoice when we deliver the memo, due within 15 days. Costs, if any, are billed at cost with your approval first.
7. No Guarantee of Outcome
We'll give you our best professional judgment within the limited scope. Our views are opinions, not promises about how the landlord will respond.
8. Conflicts of Interest
We've checked our records for conflicts with the landlord and found none.
9. When the Engagement Ends
Our engagement ends when we've completed the tasks in section 2 and sent our final invoice, or earlier if either of us ends it by written notice. After that, we have no continuing duty to advise you about the lease, unless you engage us again.
10. Your File
We keep the file for seven years after the engagement ends, and may then destroy it without further notice.
11. General
This letter is governed by the laws of [state]. It is our entire agreement about this engagement, and may only be changed in writing.
If these terms are acceptable, please sign below to confirm the limited scope of our work.
Sincerely,
[Company Name]
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