Free Engagement Letter Template

A client hires a marketing consultant for monthly support. Three months later, the client requests extra campaigns, deadlines shift, and neither side remembers what the original fee covered.

This engagement letter template helps prevent those disagreements. It sets the rules for recurring services, payments, additional work, and ending the relationship, so month six doesn't depend on what was said in month one.

Create your agreement with Loio and collect both parties' signatures before work begins.

A letter of engagement is a written agreement between a Client who orders services and a Provider who performs them. Here, the Provider can be an independent individual or business offering services, not a seller of goods.

What does it include? This document identifies both parties and covers services, fees and invoicing, extra work, intellectual property, confidentiality, liability, termination, formal notices, governing law, and signatures.

Yes, they can be. This engagement agreement template expressly establishes a binding relationship, not an informal welcome letter. Its terms can be enforceable when the agreement meets applicable contract-law requirements, including mutual assent, consideration, capacity, and lawful purpose.

Learn more about what makes a contract legally binding.

This engagement letter template is designed for ongoing business services without a predetermined completion date.

Solo lawyers and small firms can still use this document when hiring non-legal providers, such as IT consultants or marketing agencies.

The biggest decisions concern what the Provider does, what the Client pays, and how the relationship changes over time.

The Services field establishes which work is included in the engagement. Anything outside that scope requires separate approval.

Avoid vague wording such as "monthly marketing support."

Instead, describe measurable responsibilities:

Also specify what the Client must provide: account access, business records, materials, feedback, or approvals.

Use the Schedule and Review field to establish reporting dates or recurring meetings. The Client should identify specific problems promptly, although silence alone doesn't mean acceptance.

The engagement letter template offers two pricing models:

The Provider sends invoices after each calendar month. The Client pays within the agreed number of calendar days after receiving an invoice.

Choose a payment method, including ACH, wire transfer, PayPal, Venmo, check, cash, or another agreed option. Verify new bank instructions through a trusted contact before transferring money.

No fee increase takes effect without both parties' written agreement. Consider scheduling a rate review every six or twelve months.

Also confirm whether your services are taxable. Since October 1, 2025, Washington's expanded sales-tax rules have covered certain advertising, IT, website development, and other services. The template requires chargeable transaction taxes to appear separately on invoices.

A monthly fee doesn't cover every additional request.

Under Additional Work and Expenses, anything outside the agreed scope requires advance written approval of its scope and price or rate, signed by both parties.

Suppose a consultant manages two campaigns monthly, and the Client requests a third. Before starting, they should sign a short amendment stating what the additional campaign includes and what it costs.

A casual "go ahead" email isn't the signed approval this contract requires.

Expenses are included in the agreed fee unless the Client approves their nature and amount separately in writing beforehand. The Provider must keep supporting records and avoid duplicate charges.

If an invoice is disputed, the Client should identify the questionable items promptly and pay the undisputed balance on time. Both parties then review the supporting records in good faith.

Who owns the finished work? The Provider assigns rights in original deliverables created specifically for the Client, effective upon payment of the fees attributable to them.

The Provider retains pre-existing tools and materials. For Provider-owned background material incorporated into paid deliverables, the Client receives a perpetual license to use, copy, and adapt it as part of those deliverables.

Third-party materials remain subject to their licenses. The Provider must obtain approval before including materials that restrict the intended use.

If subcontractors contribute, the Provider needs the rights required for the promised transfer. Under 17 U.S.C. § 204(a), copyright assignments generally require a writing signed by the owner or authorized agent. A separate IP Assignment Agreement may help.

Confidentiality: The agreement protects information identified as confidential and information whose nature or disclosure circumstances reasonably establish confidentiality. Choose how long contractual obligations continue after termination.

If sensitive information must be exchanged before signing, consider a Mutual NDA. Personal-data processing may require a separate Data Processing Agreement.

The engagement continues until terminated. Either party may end it without cause by providing the agreed number of calendar days' written notice.

For a material breach, the other party receives the selected cure period after written notice specifying the problem.

Termination doesn't automatically accelerate future monthly fees. Partial final months are prorated where applicable, unearned advances must be refunded, and both parties must return each other's property, subject to lawful record retention.

Can you terminate by email? Not under this form's notice procedure. Formal notices must go to the stated address by personal delivery, tracked courier, or certified mail. They take effect upon documented receipt. The email and phone fields are contact details, not formal notice methods.

The agreement also asks for two states: one governing the contract and another identifying where courts will hear disputes.

Under Restatement (Second) of Conflict of Laws § 187, a chosen state's law is generally respected, subject to exceptions involving a lack of substantial relationship or other reasonable basis and certain overriding public policies. Choose a state meaningfully connected to the parties or transaction, and consider courts accessible to both sides.

An optional force majeure clause addresses extraordinary events beyond a party's reasonable control. Select how long such circumstances may continue before termination becomes available. Lack of funds alone isn't force majeure under this form.

A letter of engagement template helps you avoid drafting every provision from scratch. Loio's Guided Interview follows the structure of the agreement.

Before finishing the engagement letter form, confirm that the scope matches your actual services and that all negotiated terms appear in the document.

Both the Client and the Provider should sign. The document includes separate signature blocks for each party.

Usually, the Provider prepares and sends the agreement, although either party can initiate it. If a company is involved, an authorized representative signs on its behalf and includes their name and title.

Signatures are especially important because this document contains an IP assignment and requires later amendments to be executed by both parties.

Electronic signatures are generally recognized under the federal ESIGN Act and applicable state laws, including enactments of the Uniform Electronic Transactions Act (UETA). Both parties should agree to transact electronically and preserve the signed record.

The engagement creates an ongoing workflow, not a one-time paperwork task.

During the relationship:

The Client should request an appropriate Form W-9 before the first payment when taxpayer information is needed for reporting.

For qualifying payments made in 2026, the IRS Form 1099-NEC threshold is $2,000, generally applying to reportable payments to noncorporate Providers, with exceptions. The threshold becomes eligible for inflation adjustments from 2027.

When the relationship ends, a Contract Termination Letter can document the decision, but it must be delivered according to the agreement's formal notice requirements.

The hardest part of a recurring engagement is often keeping later changes consistent with the original agreement.

Loio helps you manage the process:

If the Provider uses subcontractors, Loio's AI Contract Review can summarize their agreements and flag possible ownership or liability issues. Any promised IP assignment still needs to be verified.