Outside Counsel Engagement Letter
Template engagement letter from Hardline Lending, Inc. to outside counsel retained for pre-launch regulatory review, ongoing corporate generalist work, privacy and data-protection practice, California consumer-financial-services practice, and on-call inquiry-letter response. Drafted to be sent on Hardline letterhead and counter-signed by counsel.
Version 1.0-draft · Last updated: 2026-05-10 · Effective: Upon counter-signature by both parties
1.Parties and Effective Date
This engagement letter (this “Engagement Letter”) is between Hardline Lending, Inc. (entity status pending confirmation) with its principal office at [Address], operating the marketplace at hardlinelending.com (“Client,” “Hardline,” “we,” or “us”), and [Firm Name LLP], a [State] limited liability partnership with offices at [Address] (“Counsel,” “Firm,” or “you”). This Engagement Letter is effective upon the date of the last party’s signature below (the “Effective Date”).
The lead Hardline contact is [CEO Name], Chief Executive Officer, reachable at [email] and [phone]. The lead Counsel contact is [Partner Name], reachable at [email] and [phone]. Either party may change its lead contact on written notice.
2.Scope of Engagement
A one-time review including: (a) a written legal opinion on whether Hardline’s software-only marketplace triggers California Finance Lenders Law licensing (Fin. Code §22000 et seq.), CRMLA, the DRE real-estate-broker regime, or analogous regimes in the top fifteen states by expected deal volume; (b) review of all live legal pages at hardlinelending.com/legal; (c) review of the Architecture Memo for legal-fact accuracy; (d) UDAP/UDAAP review of disclosures, modals, marketing copy, and onboarding flows; (e) a written go/no-go memorandum addressed to Client’s board regarding public launch.
Budgeted fee: $1,500 to $3,000 all-in, based on 6–12 partner-equivalent hours. Material scope changes (additional states, securities-law or money-transmitter analysis) require Client’s prior written approval and a written change order.
Ongoing advice on CCPA/CPRA, BIPA, the Gramm-Leach-Bliley Act (including the Safeguards Rule), the FTC Act §5, state breach-notification statutes in all fifty states plus D.C., and the incoming state comprehensive privacy laws. Deliverables include DPIAs on request, vendor DPA review, and breach-response counsel under Matter No. 005.
Ongoing advice on California mortgage and consumer-finance regulation, including CFL, CRMLA, DRE, RESPA, TILA, HOEPA, ECOA, the Fair Housing Act, and analogous state regimes. Includes monitoring of DFPI rulemakings, advisory bulletins, and enforcement orders.
Commercial contract review, employment matters, intellectual-property protection, board governance, financing matters (referred to the Firm’s emerging-companies practice as appropriate), and general corporate housekeeping (annual Delaware franchise tax, foreign-qualification filings, statutory-agent maintenance).
Retained capacity to respond to inquiries from regulators (DFPI, FTC, state AGs, banking departments), subpoenas, preservation demands, and security-incident triggers under Hardline’s Incident Response Plan. Counsel commits to a four-business-hour acknowledgment response, a same-business-day substantive triage call for P0/P1 incidents, and lead-counsel availability for any DFPI or FTC inquiry letter within two business days of receipt.
Governed by a separate monthly retainer under Section 3.2.
Not within scope: securities offerings; M&A; litigation (other than pre-litigation counsel under Matter No. 005); tax advice (other than incidental); patent prosecution; immigration; lobbying; bankruptcy proceedings on Hardline’s behalf; and matters where Counsel concludes a conflict cannot be resolved.
3.Fees, Costs, and Billing
Tenth-of-an-hour increments. Partners $[___]; Of Counsel / Senior Counsel $[___]; Associates $[___]; Paralegals and Legal Project Managers $[___]. Rates reviewed annually each January; sixty (60) days’ written notice of any rate change.
For Matter No. 001 (Pre-Launch Review), Counsel agrees to a not-to-exceed cap of $3,000. Counsel will notify Client when fees reach $2,000.
Beginning the first full calendar month following the Effective Date, Client will pay Counsel a monthly retainer of $[2,500–5,000] (the “Retainer”), payable in advance on the first business day of each month. The Retainer reserves up to eight (8) partner-equivalent hours per month for on-call inquiry/incident response and includes priority access to Counsel’s data-protection and consumer-financial-services partners during business hours. Unused hours do not carry over.
Reasonable out-of-pocket costs (filing fees, certified-mail postage, court reporter fees, expert-witness fees, online-research fees in excess of $250 per matter, courier fees, certified-translation fees, pre-approved travel) are billed at cost without markup.
Monthly invoices, net thirty (30) days. Invoices itemize fees by matter, by timekeeper, in tenth-of-an-hour increments. Disputed amounts must be raised in writing within thirty (30) days of invoice receipt. Undisputed amounts accrue interest at one percent (1%) per month after sixty (60) days past due.
Counsel does not accept contingent fees or equity in Client in lieu of cash fees, to protect Counsel’s professional independence and Client’s ability to seek a second opinion at any time.
4.Conflicts of Interest
Counsel represents that, prior to the Effective Date, Counsel has run a conflicts check and identified no representations adverse to Client. Counsel will run a conflicts check before opening each new matter and will disclose any conflict in writing before commencing work.
Client provides advance consent for the Firm to undertake matters for other clients unrelated to Client’s matters, provided no confidential information of Client is used or disclosed, no current Client matter is materially adverse, and any such representation complies with applicable Rules of Professional Conduct. This advance waiver does not extend to matters in which the Firm would be representing a party in litigation, regulatory proceeding, or transactional negotiation directly against Client.
Counsel will not represent any party against Client in any litigation, arbitration, mediation, or regulatory enforcement action without Client’s specific written consent.
5.Privileged Communications
To preserve privilege: (a) substantive emails should be marked “Attorney-Client Privileged — Attorney Work Product” in the subject line; (b) limited to the smallest group of Hardline personnel reasonably necessary; (c) not forwarded outside Hardline without Counsel’s consent; (d) conducted through Counsel’s domain (@[firm].com) and Client’s domain (@hardlinelending.com), not through third-party messaging apps, personal email accounts, ephemeral-messaging tools, or vendor portals.
Privilege is Client’s; Counsel will not waive without Client’s specific written direction.
6.Insurance and Indemnification
Counsel represents that the Firm maintains lawyers’ professional liability insurance with limits of not less than $[10,000,000] per claim and $[20,000,000] aggregate. Counsel will provide Client a certificate of insurance upon request and will give Client thirty (30) days’ written notice of any material reduction in coverage during the engagement.
Each party will indemnify the other for direct damages, expenses, and reasonable attorneys’ fees arising from such party’s gross negligence, willful misconduct, or breach of this Engagement Letter. Counsel’s aggregate liability under this Engagement Letter will not exceed the greater of (a) fees actually paid by Client to Counsel in the twelve months preceding the event giving rise to the claim, or (b) the applicable insurance limit; provided that no limitation will apply to claims arising from Counsel’s breach of the Rules of Professional Conduct, fraud, intentional misconduct, or gross negligence.
7.Confidentiality
Counsel will keep confidential all non-public information of Client (“Client Confidential Information”) and use it solely for legal services under this Engagement Letter. Client Confidential Information includes source code, database schemas, customer lists, counterparty lists, deal terms, financial data, user-level personal information, business plans, pricing, strategy, pitch decks, investor lists, and vendor contracts.
Counsel will not use Client’s name, logo, or matter information in marketing, league-table submissions, conference presentations, or client lists without Client’s prior written consent, during the engagement and for two (2) years thereafter.
8.File Ownership and Post-Engagement Retention
Work product produced by Counsel for Client (memoranda, opinions, contracts, court filings, board materials, substantive emails) is Client’s property. Counsel’s internal administrative files remain Counsel’s property.
On termination or Client’s written request, Counsel will deliver Client’s file in industry-standard electronic format within fifteen (15) business days. Counsel may retain a copy for the period required by the Firm’s document-retention policy or applicable rules of professional conduct, whichever is longer.
9.Termination
Either party may terminate at any time on written notice. Termination by Client is effective immediately. Termination by Counsel is effective on the later of (a) the date specified, or (b) the date Counsel has taken reasonable steps to avoid foreseeable prejudice to Client’s interests consistent with the Rules of Professional Conduct.
On termination, Client pays Counsel all fees and disbursements through the effective date, and Counsel delivers Client’s file as in Section 8. Sections 4, 5, 6, 7, 8, 9, 10, and 11 survive termination.
10.Mandatory State-Bar Disclosures
If Counsel is licensed in California and the foreseeable total expense will exceed $1,000, this Engagement Letter is required to be in writing, signed by Counsel and Client, and to include (a) hourly rates, (b) the general nature of services, and (c) the responsibilities of Counsel and Client. This Engagement Letter satisfies those requirements.
In any fee dispute, Client has the right under California Business and Professions Code §6200 et seq. to require non-binding arbitration by the local bar association before any lawsuit may be filed. Counsel will provide written notice of this right before commencing any action to recover fees.
Any funds advanced as a retainer or pre-payment will be held in the Firm’s IOLTA account in accordance with applicable Rules of Professional Conduct, withdrawn only as earned, with monthly accounting to Client.
Counsel has made no promise, warranty, or guarantee about the outcome of any matter. All statements about the law and probable outcomes are professional opinions only.
11.General
Governing law. Laws of [State of Counsel’s principal office], except that the Rules of Professional Conduct of each Counsel timekeeper’s license jurisdiction govern that timekeeper’s conduct.
Entire agreement. This Engagement Letter, together with its Exhibits, is the entire agreement.
Amendments. Only by a writing signed by both parties.
Counterparts; electronic signatures. DocuSign, Adobe Sign, or equivalent acceptable.
12.Exhibits
- Exhibit A: Hardline Architecture Memo.
- Exhibit B: Hardline Written Information Security Program.
- Exhibit C: Hardline Incident Response Plan.
- Exhibit D: Counsel’s Ethical Wall Procedures (to be provided by Counsel).
- Exhibit E: Counsel’s Certificate of Insurance (to be provided by Counsel).
13.Signatures
The parties execute this Engagement Letter as of the Effective Date.