Of Counsel Agreement [Independent Contractor and Partnership] This Contract made on ___________, associates, secretaries, and support personnel will 19____, between JOHN Q. LAWYER (Lawyer), be hired by the Firm, with input from Lawyer. an individual, and XYZ (the Firm), establishes With respect to work performed by the Firm or the the parties agreement that Lawyer will become Firms associates, clerks, or paralegals for the associated with the Firm on an Of Counsel basis clients of Lawyer, or new matters referred to the 1 in the practice of law. Firm from the existing clients of Lawyer of from 1. This relationship will commence new business generated by Lawyer, the Firm shall as of ____________________, 19______, and will be allocated from gross receipts of fees (but not continue indefinitely thereafter, with either party costs because of the agreement as set forth above), having the right for any reason, on thirty (30) as collected eighty-two and one-half percent 2 days written notice, to terminate the relationship. (82%), and Layer shall retain seventeen and one- 2. As of the commencement date, all half percent (17%). With respect to matters legal services performed by Lawyer will be on generated by Lawyer, one hundred percent (100%) behalf of the Firm. This arrangement includes of the sums collected shall be held for the benefit Lawyers full-time efforts and precludes legal of Lawyers account. From time to time, there services (including teaching and serving on a may be matters where the Firm will want Lawyer board of directors) being rendered for a fee to any to assist the Firm because of Lawyers particular party outside of this arrangement. All fees will be background and expertise. With respect to billed through the Firm and collected by the Firm, existing clients or new clients or new business with the exception of one pre-existing relationship generated by the Firm in an area where Lawyer that Lawyer has with ABC Company. Lawyer can provide special expertise or assistance, Lawyer agrees to use the Firms basic accounting systems shall retain eighty-two and one-half percent (82- and billing systems to permit effective 1/2%) for his time expended, and the Firm shall coordination with the Firms office procedures. retain seventeen and one-half percent (17-1/2%) of Lawyer shall have full judgment as to billing of fees as collected. The parties appreciate that there matters for clients that Lawyer brings to the Firm, may be times when it is difficult to determine the including arbitrarily discounting or writing off origination of the client or client matter and the fees, and the manner in which bills are sent to Firm will work with Lawyer to make those clients. All funds collected will be deposited in allocations fairly. the general account of the Firm. All fees billed by 5. The Firm will charge Lawyer the Lawyer shall be accounted for separately, and amount of $__________ at the beginning of each accrued to the mutual benefit of both parties month as his share of expenses for that month. pursuant to the terms of this Agreement. To the This will be a charge against fees received by extent of funds held for the benefit of Lawyer in Lawyer. This charge will include Lawyers share excess of allocated expenses, the same shall be of all office costs, including rent, secretarial, distributed to Lawyer at such time and in such telephone, equipment use, library, reception, amounts as the Firm directs. accounting, word processing, office supplies, 3. The Firm will include Lawyer at messenger services, postage, Bar dues, parking, its expense in the Firms E&O coverage effective health, life, disability, and E&O insurance in 3 with the commencement date of this relationship. accordance with the Firms current office practice. All costs required for Lawyers clients will be It also includes the amount of $___________ per advanced by the Firm, and all recovery of costs month ($________ per year) reserve for will accrue to the Firm. If any costs are not billed promotional activities to be undertaken by Lawyer. to and paid by Lawyers clients, Lawyer will This contemplates secretarial needs on the basis of 4 reimburse the firm for them . up to one-half a full-time secretary with word 4. Lawyer has indicated that he processing and office overflow as backup. anticipates over a period of time the need for 6. Notwithstanding anything to the partners, associates, clerks, or paralegals of the contrary above, expenses shall be as follows: Firm to assist with the performance of legal a. For the period from 5 services to his clients from time to time. A ny ____________ through ____________, American LegalNet, Inc. www.USCourtForms.com>>>> 2Of Counsel Agreement $___________ each month plus ________ percent accruing and being carried forward on a month-to (_______%) for legal services performed after month basis. ___________. If this Agreement is terminated by either b. For the period from party, Lawyer shall have no personal obligation for ____________ through ____________, any accumulated expenses, except with respect to $___________ each month plus ________ percent __________ percent (_____%) of any uncollected (_______%) for legal services performed after receivables for legal services performed by ___________, but not to exceed $____________ Lawyer after date of termination. per month, and with no accrual of the difference between $__________ and $___________ per By______________________________________ month. c. After _________, $___________ per month plus ______________ percent By______________________________________ (__________%) of actual fees collected (in excess of $__________) but not to exceed $_____________ per month, with the difference DATED:_________________________________ between $___________ and $___________ Appendix C Notes 1 While this provision indicates the parties intention to create an Of Counsel relationship, it does not establish whether Of Counsels status will be analogous to that of an independent contractor or that of an employee. See Chapter 5. 2 See Chapters 4 and 5 for a discussion of the parties right to terminate and common termination clauses. 3 See Chapter 5 for a discussion of mlpractice liability coverage for Of Caounsel and its effect on his status. 4 See Chapters 4 and 5. 55 For a discussion of overhead expenses, see ChapteSee also Chapter 5 for a comr 4. parison of overhead expense provisions in the Of Counsel contract. American LegalNe