[NAME OF CONSULTANT]

[DATE]
[NAME]
[FIRM]
[ADDRESS]
Via email: [johndoe@client.com]
Re: [YOUR ASSIGNMENT]
Dear ____:
I am pleased to confirm the arrangements under which I or an affiliate controlled by
me ([YOU/COMPANY] or Affiliates") will conduct [describe what you are
doing for your client] (the "Engagement").
We will execute the Engagement on the following terms:
1.Retainer. [How much you are to be paid.]
2.Payments. [CLIENT] shall pay [YOUR] Engagement Fees and expenses as
follows: [payment details.]
3.Term of Engagement. The [what you are doing] will be delivered to [CLIENT] by no later
than [date at which your work is due. If you cant define it precisely, use language like
around or about ____ assuming no material events arise that delay delivery.] In the
event of termination, the provisions of paragraph 2, 3 and 4 above shall remain in effect
for 12 months following termination; paragraphs 4, 5, 6, 7, 8, 9, 10, 11 and 12 of the
General Terms of Engagement shall survive any termination of this Agreement.
In this letter and the General Terms of Engagement, "you" means [CLIENT] and "we"
means [YOUR/COMPANY] or [YOU/COMPANY and Affiliates].

Please confirm the foregoing by signing below.

Yours sincerely,

_______________
by [YOUR NAME]
Title _____________
Confirmed: [CLIENT]
by _______________
Title______________

General Terms of Engagement

1. Access. You will use your best efforts to provide us full access to
a. [What you need from CLIENT to do your job]
2. Cooperation. You will use your best efforts to take any action that we reasonably
request in connection with our engagement.
3. Standard. We shall be liable to you only for actual damages caused by our own gross
negligence or willful misconduct. We shall not be responsible for any special,
consequential or punitive damages. Our liability to you shall be limited to the fees paid
to us.
4. Expenses. [AS NEGOTOATED. AN EXAMPLE WOULD BE: You will pay all our
reasonable expenses in connection with the engagement. These expenses will include,
but not be limited to, travel, lodging, communication and other reasonable and ordinary
expenses incurred by us in conjunction with this engagement. You will reimburse us
within fifteen days of receipt of an invoice. Should we have additional funds on hand
which were advanced to us by you at the onset of our engagement, we shall return such
funds within fifteen days of our completion of the engagement.]
5. Indemnity
a. You indemnify us against any loss, claim, damage or liability arising out of or in
connection with the engagement or any other activities in connection with the
engagement.
b. You shall reimburse us for our reasonable expenses (including professional fees and
disbursements) incurred in connection with investigating, preparing to defend or
defending any suit, claim or other proceeding arising out of or in connection with
the engagement or any other activities in connection with the engagement provided
we (i) promptly notify you in writing of any suit, claim or other proceeding, (ii)
promptly give you the right to control and direct any requisite and to your option
useful measure to investigate, prepare, defend and settle these matters, and (iii) give
to you assistance and full cooperation for the defense of same.
c. You shall not be required to indemnify us for any loss, claim, damage or liability if
a court determines that it was the result of our own gross negligence or willful
misconduct. If a court shall so determine, we shall return to you any amounts
reimbursed under clause (b) in connection with that loss, claim, damage or
liability.
d. You indemnify and shall reimburse us whether or not we are a formal party to any
suit, claim or other proceeding. We may retain separate counsel for any
suit, claim or proceeding.

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6. Contribution.
a. If any indemnification or reimbursement pursuant to this letter is unavailable, then
you and we shall contribute to the losses, claims, damages, liabilities and expenses
for which such indemnification or reimbursement is unavailable.
b. In no event shall our contribution exceed the fee paid to us.
7. Related Persons. Each of our directors, officers, employees, agents, advisors and
controlling persons shall be entitled to indemnity, contribution and reimbursement to
the same extent as we a r e .
8. Confidentiality.
a. We will not disclose any material confidential information you provide us, e x c e p t
1) as required by law,
2) as you previously approve,
3) as necessary or appropriate in performing the engagement, or
4) as would customarily be disclosed by personnel having the titles or functions
we provide in connection with the engagement (or similar titles and
functions).
b. Except as required by law or as we previously approve, you shall not disclose any
confidential in formation or advice we may provide.
c. Each of us will inform each person to whom we disclose information restricted by
this section that the information is confidential restricted by this Agreement. Each
of us will obtain from each person to whom we disclose information restricted by
this section an agreement not to disclose the information unless required by law.
9. Public Announcements. Both parties shall have the right to make public announcement
about this Agreement subject to the announcement being consistent with the services
provided by [YOUR/COMPANY] or Affiliates and the final details of the transaction.
10.Applicable Law. This letter is governed exclusively by the laws of [STATE IN WHICH
YOU LIVE OR YOUR BUSINESS IS INCORPORATED.]
11.Jurisdiction. All disputes arising out of or in connection with the present contract
shall be finally settled in an arbitration proceeding agreed upon by the parties.
12. Amendments. The engagement agreement in the letter and its attachments may

not be amended or modified except in writing signed by the party to be bound.