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Drafting the Modern Engagement Letter: Scope Limits, AI Clauses, and Clean Withdrawal

Engagement letters decide who your client is, what you owe them, and how you exit. Learn to draft enforceable scope limits, ABA 505-compliant fee provisions, AI disclosure clauses, and withdrawal procedures that hold up when the relationship fails.

2026-10-15 12:00:00

Program Details

2026-10-15 12:00:00

Program Details

2026-10-15 12:00:00

Over 1,000+ webinars

2026-10-15 12:00:00

Course Overview

“Nonrefundable” Doesn’t Mean What Your Template Says

2026-10-15 12:00:00

ABA Formal Opinion 505 rewrote the treatment of prepaid fees. In re Alexei supplied a default rule for when flat fees are earned. At the same time, emerging ethics guidance now reaches AI-assisted practice and technology competence. The engagement letter template sitting in your form file predates all of it.

Define the client loosely and you inherit affiliates you never agreed to represent. Label a fee “nonrefundable” and the label will not control. Limit scope without Model Rule 1.2(c) informed consent and courts may refuse to enforce it. Withdraw without a drafted procedure and Model Rule 1.16 disputes become abandonment claims. New York, California, and D.C. impose written-fee-agreement requirements of their own.

You leave with clause-level drafting examples ready to apply to new and existing templates. That includes AI disclosure provisions, advance conflict waivers, evergreen retainer language, and withdrawal procedures. A template audit covers client definition, scope exclusions, earning events, and jurisdiction-specific notices.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Client Identity Drafting
Define who is—and who is not—the client, and draft around affiliates, constituents, counterparties, and joint representations to reduce unintended-client and malpractice-standing risk.
02
Enforceable Scope Limits
Apply Model Rule 1.2(c)’s informed-consent requirement and learn which exclusions—tax, securities, environmental, post-closing—courts are more likely to enforce.
03
Fee Provision Compliance
Redraft flat-fee and milestone provisions under ABA Formal Opinion 505 and In re Alexei, and audit templates against New York, California, and D.C. written-fee-agreement requirements.
04
AI Disclosure Clauses
Decide whether and when AI use should be disclosed, and draft provisions governing generative AI tools, human review, and confidentiality safeguards.
05
Communication and Conflicts
Set expectations for email, texting, portals, and cybersecurity, and draft advance conflict waivers and confidentiality provisions beyond the Rules of Professional Conduct.
06
Clean Withdrawal Planning
Draft withdrawal procedures under Model Rule 1.16, plus file retention and destruction policies, closing versus disengagement letters, and post-representation duties—before problems arise.

Program schedule

clock 12:00 pm - 1:00 pm EST

Defensible Engagement Letters: Identity, Scope, and Fees

This program explains how to draft more defensible engagement letters by focusing on three core pillars: clearly identifying who is—and who is not—the client, defining the scope of the representation with enforceable specificity, and structuring fee provisions so they comply with current ethics and trust‑account rules. The session emphasizes that engagement letters are not merely intake documents, but core risk‑management tools that can reduce malpractice exposure, prevent unintended client relationships, and improve compliance with evolving rules on advance fees and flat‑fee arrangements. The presentation incorporates recent authority, including ABA Formal Opinion 505 on prepaid fees and In re Alexei’s default rule on when flat fees are earned, and provides clause‑level drafting examples that attendees can apply immediately to new and existing templates.

Cari L. SheehanCari L. Sheehan
clock 1:10 pm - 2:10 pm EST

Beyond the Signature: AI Disclosures, Client Communication, Conflicts, and Ethical Withdrawal

An engagement letter should do more than define the representation at the outset—it should establish expectations for how the attorney-client relationship will operate throughout the matter and how it will end when necessary. This session focuses on modern engagement letter provisions addressing artificial intelligence, technology-assisted legal services, client communication protocols, confidentiality, conflicts, file ownership, document retention, and disengagement procedures. Participants will examine emerging ethics guidance on AI-assisted practice and learn how carefully drafted operational and termination provisions can reduce disputes, facilitate clean withdrawals, and minimize post-representation risk.

Doug RichmondDoug Richmond
Cari L. Sheehan

Cari L. Sheehan

Taft Stettinius & Hollister LLP

Doug Richmond

Doug Richmond

Lockton Companies

Cari L. Sheehan

Cari L. Sheehan

Taft Stettinius & Hollister LLP

Cari L. Sheehan’s primary research focus is the ethics of artificial intelligence and its effect on the legal and business communities. As Assistant General Counsel at Taft Stettinius & Hollister LLP in Indianapolis, she counsels the firm’s attorneys on ethics compliance, risk prevention, and conflicts of interest, and helps train the firm’s attorneys and staff on their ethical obligations.

Education & Credentials

Sheehan graduated magna cum laude from Indiana University Robert H. McKinney School of Law in 2007, and cum laude from the University of Southern Indiana in 2004. She is admitted in Indiana and Illinois, and before the U.S. Court of Appeals for the Seventh Circuit; the Northern and Southern District Courts of Indiana; the Northern and Southern District Courts of Illinois; the Michigan Eastern District Court; the Indiana Southern Bankruptcy Court; and the Illinois Northern Bankruptcy Court.

Recognition & Leadership

Sheehan is a member of the State of Indiana AI Task Force, created by SEA 150, and in August 2025 was reappointed to an artificial intelligence taskforce. She also sits on the Ethics Committee of the Indiana State Bar Association. LexVid named her a recipient of its Top Live Faculty Award (2024-2025).

Professional Involvement

Sheehan writes recurring pieces on the Ethics Curbstone for Res Gestae, where her recent articles address generative artificial intelligence, the ethics of AI under United States v. Heppner, and the use of AI in legal practice. She has presented more than 200 seminars on ethics and professionalism to local and national audiences, and publications have quoted her on ethical topics.

She teaches Professional Responsibility as an Adjunct Professor at the IU Robert H. McKinney School, and previously taught as an Assistant Clinical Professor of Business Law and Ethics at the Kelley School of Business. She is a member of the Sagamore American Inn of Court and the American Bar Association.

Experience

Sheehan has practiced for more than 15 years across civil litigation, conflicts of interest, and professional responsibility. In her in-house role she helps review and negotiate engagement letters, conflict waivers, outside counsel guidelines, and other matters that carry ethical implications, alongside her advisory work on compliance, risk prevention, and conflicts.
Doug Richmond

Doug Richmond

Lockton Companies

Doug Richmond is a Senior Vice President with the Lockton Companies, where he advises Lockton’s law firm clients on professional responsibility and liability issues. He joined Lockton after retiring as a Managing Director of Aon’s Professional Services Practice, where he led Aon’s loss prevention services across all professions. Before joining Aon, Doug was a partner with Armstrong Teasdale LLP in Kansas City, Missouri (1989–2004), where he had a broad civil trial and appellate practice.

Education & Credentials

Doug earned his Juris Doctor from the University of Kansas School of Law. His legal education provided the foundation for a career spanning civil litigation, professional liability, legal ethics, and professional responsibility.

Recognition & Leadership

He tried over 40 major cases to verdict as “first chair.” In 1998, he was named the nation’s top defense lawyer in an insurance industry poll as reported in the publications Inside Litigation and Of Counsel.

Professional Involvement

He is a Special Advisor to the ABA’s Standing Committee on Ethics and Professional Responsibility, and a former member of the ABA’s Standing Committee on Lawyers’ Professional Liability (2020–2023) and the Standing Committee on Ethics and Professional Responsibility (2016–2019). He chairs the Kansas Bar Association’s Ethics Advisory Opinions Committee.

Experience

Doug is the lead author of the book Professional Responsibility in Litigation (3d ed. 2021). He has also published over 100 articles in university law reviews and many more articles in other scholarly and industry publications. He teaches Professional Responsibility at the University of Kansas School of Law and the Northwestern University Pritzker School of Law. He formerly taught seminars on legal malpractice at the Texas A&M University School of Law and the University of Florida Levin College of Law.
Cari L. Sheehan

Cari L. Sheehan

Taft Stettinius & Hollister LLP

Cari L. Sheehan’s primary research focus is the ethics of artificial intelligence and its effect on the legal and business communities. As Assistant General Counsel at Taft Stettinius & Hollister LLP in Indianapolis, she counsels the firm’s attorneys on ethics compliance, risk prevention, and conflicts of interest, and helps train the firm’s attorneys and staff on their ethical obligations.

Education & Credentials

Sheehan graduated magna cum laude from Indiana University Robert H. McKinney School of Law in 2007, and cum laude from the University of Southern Indiana in 2004. She is admitted in Indiana and Illinois, and before the U.S. Court of Appeals for the Seventh Circuit; the Northern and Southern District Courts of Indiana; the Northern and Southern District Courts of Illinois; the Michigan Eastern District Court; the Indiana Southern Bankruptcy Court; and the Illinois Northern Bankruptcy Court.

Recognition & Leadership

Sheehan is a member of the State of Indiana AI Task Force, created by SEA 150, and in August 2025 was reappointed to an artificial intelligence taskforce. She also sits on the Ethics Committee of the Indiana State Bar Association. LexVid named her a recipient of its Top Live Faculty Award (2024-2025).

Professional Involvement

Sheehan writes recurring pieces on the Ethics Curbstone for Res Gestae, where her recent articles address generative artificial intelligence, the ethics of AI under United States v. Heppner, and the use of AI in legal practice. She has presented more than 200 seminars on ethics and professionalism to local and national audiences, and publications have quoted her on ethical topics.

She teaches Professional Responsibility as an Adjunct Professor at the IU Robert H. McKinney School, and previously taught as an Assistant Clinical Professor of Business Law and Ethics at the Kelley School of Business. She is a member of the Sagamore American Inn of Court and the American Bar Association.

Experience

Sheehan has practiced for more than 15 years across civil litigation, conflicts of interest, and professional responsibility. In her in-house role she helps review and negotiate engagement letters, conflict waivers, outside counsel guidelines, and other matters that carry ethical implications, alongside her advisory work on compliance, risk prevention, and conflicts.
Doug Richmond

Doug Richmond

Lockton Companies

Doug Richmond is a Senior Vice President with the Lockton Companies, where he advises Lockton’s law firm clients on professional responsibility and liability issues. He joined Lockton after retiring as a Managing Director of Aon’s Professional Services Practice, where he led Aon’s loss prevention services across all professions. Before joining Aon, Doug was a partner with Armstrong Teasdale LLP in Kansas City, Missouri (1989–2004), where he had a broad civil trial and appellate practice.

Education & Credentials

Doug earned his Juris Doctor from the University of Kansas School of Law. His legal education provided the foundation for a career spanning civil litigation, professional liability, legal ethics, and professional responsibility.

Recognition & Leadership

He tried over 40 major cases to verdict as “first chair.” In 1998, he was named the nation’s top defense lawyer in an insurance industry poll as reported in the publications Inside Litigation and Of Counsel.

Professional Involvement

He is a Special Advisor to the ABA’s Standing Committee on Ethics and Professional Responsibility, and a former member of the ABA’s Standing Committee on Lawyers’ Professional Liability (2020–2023) and the Standing Committee on Ethics and Professional Responsibility (2016–2019). He chairs the Kansas Bar Association’s Ethics Advisory Opinions Committee.

Experience

Doug is the lead author of the book Professional Responsibility in Litigation (3d ed. 2021). He has also published over 100 articles in university law reviews and many more articles in other scholarly and industry publications. He teaches Professional Responsibility at the University of Kansas School of Law and the Northwestern University Pritzker School of Law. He formerly taught seminars on legal malpractice at the Texas A&M University School of Law and the University of Florida Levin College of Law.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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MCLE Credits

Alabama
Approved
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Approved
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Approved
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs