Vendor Management - Terms of Engagement

Standard practice is for corporate clients not to sign a law firm’s engagement letter.  Managing up to hundreds of different terms of engagement is difficult irrespective of your role, but a burden more appropriately born by the service provider rather than by the client. 

Beyond this standard practices vary. Some companies:

  1. Do not ask their service providers to sign an engagement letter.  The Legal Billing Policy is the primary agreement. In this case the company engagement letter is a fallback position. If the firm insists it must have an engagement letter then the parties can sign the company client’s standard form.
  2. Provide an engagement letter at the outset of the initial engagement or on each engagement but do not ask the firm to counter-sign.  In this instance you may wish to add a sentence along the lines of commencement of work or submission of the first invoice indicates acceptance of the company’s engagement letter.
  3. Require the legal service provider to sign and return the engagement letter.

From a practical perspective, I can testify from experience all 3 approaches work.  Irrespective of the approach adopted an annual mailing with reminders with respect to recurring issues and highlighting any updates is advised. 


The sample engagement letter in #opsinaboxlegal covers general instruction, prioritization, conflicts of interest, business ethics, diversity, document handling and marketing.