Of Counsel Agreement
Of Counsel Agreement







[Letterhead of Law Firm]


[Month , Year]

John J. Doe, Esq.

1000 Broadway

Major City, ZZ 00000


Dear John:


                Since you are retiring as a partner of our firm at the end of this fiscal year, the firm invites you to remain associated with us as Of Counsel, under the following terms:


                1. Title. Your title will be “Of Counsel.” The firm will be permitted to list your name in that capacity, as it deems fit, on letterheads, brochures, professional listings (such as Martindale-Hubbell), and other promotional materials.


                2. Status; Health and Life Insurance Coverage. Your status will be that of an independent contractor, but we shall nevertheless take such steps as may be necessary to assure that you are eligible to remain, and remain, a member of the group covered by the firm’s health and life insurance policy. In this connection, you will have the opportunity to purchase from the firm’s health and life insurance carrier such coverage as the carrier offers at group rates, and at your own expense. If the firm, rather than you, is billed by the carrier, then the firm, in turn, will bill you for the amount that shall be reimbursable to the firm.


                3. Duties of the Firm. In addition to offering the insurance coverage aforementioned, the firm will provide you with an office in the firm’s __________ [location] facility, equivalent in size to an associate’s office, as long as you make minimal use thereof. The firm will also provide secretarial assistance, limited to (a) handling of correspondence related to professional organizations of which you may be a member, (b) forwarding of mail to you, and (c), responding to telephone calls made to you. You will also have access to all the firm’s office services (telephone, computer on-line service, facsimile, photocopy, and so forth). The firm will pay or reimburse you for the use of parking facilities in the building where your office is located. The firm will pay or reimburse you for the dues of the American Bar Association, the [state] Bar Association, and the [local] Bar Association. Reimbursement, if any, of your expenses for attendance at meetings of such organizations will require the firm’s approval before you incur such expenses. You are invited to attend meetings of the partnership. Upon your request to the secretary of the Executive Committee, you will receive copies of agenda materials for such meetings.


                4. Compensation. You will receive no compensation from the firm for your service as Of Counsel. In consideration of the provision of services mentioned in paragraph 3, above, you agree to assist the firm, to a reasonable degree, with client development efforts upon request by the firm, but not to exceed the expenditure by you of more than five hours per month. Should you incur any out-of-pocket expenditures for such activity (such as, for example, expenses for client entertainment or meals), you will be reimbursed by the firm therefor.


                5. Retirement Benefit. No Competition. During your service as Of Counsel, the firm will pay to you the retirement benefit provided for Retired Partners under the firm’s partnership agreement. As long as the firm is paying such benefit to you, you will refrain from the active practice of law. “Active practice of law” means the provision of legal service or advice to clients, whether or not for compensation; however, it does not include serving as an arbitrator or mediator in your personal capacity and not as a representative of this firm (and off its premises), nor writing articles or making addresses to professional organizations. Should the firm request that you perform any legal services, by way of providing advice to other lawyers of the firm or to clients of the firm, the firm will first agree with you upon an appropriate method and amount of compensation, and will undertake to provide and pay for legal malpractice insurance for you. Except as stated in the preceding sentence, and except to the extent otherwise required by provisions of the partnership agreement, the firm will not provide you with any legal malpractice insurance.


                6. Arbitration. Any dispute between us arising out of this agreement shall be settled by arbitration in the city of _____________, state of _______, according to the commercial arbitration rules of the American Arbitration Association, before a single arbitrator who shall be a partner in a law firm with at least seven (7) partners, and who shall have been a member of the bar of the state of _________ for at least thirty (30) years. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party to this agreement, by notice to the American Arbitration Association, may insist that the arbitration be conducted by three arbitrators and that the arbitrators be selected as prescribed in the partnership agreement.


                7. Term. This agreement shall extend for a period of one (1) year from the date hereof, but shall be renewable from year to year for additional periods of one (1) year, upon your application to the Executive Committee of the firm, submitted at least sixty (60) days before the anniversary date hereof. The Executive Committee shall act upon the application within thirty (30) days after its receipt, but failing such action, this agreement shall be renewed on the same terms for the further period of one (1) year from the date hereof.

* * *

                If the foregoing is satisfactory, please sign and return one counterpart of this letter to me to evidence our agreement. We look forward to your acceptance and to a continuation of our long and pleasant relationship.




                                                                          JONES & SMITH


                                                                          By ________________________________

                                                                                             A Partner