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Proposed language for an engagement letter used by “paperless lawyers”

By March 4, 2012No Comments

I include the following paragraphs in my client engagement letters, with helps me rest assured that my “paperless lawyering” approach won’t get me into hot water with the Ethics folks. I am not saying you need to do this to avoid trouble, but if you do use language like this you won’t ever have to worry about it.

The first two relate paragraphs to retaining files, the first to make it clear that I don’t keep any unnecessary paper (which is most paper). The second is about digital signatures, to make it perfectly clear that no ‘wet ink’ signature will be needed to prove the client agreement.

I find that these two provisions set the proper tone (e.g. I’m serious about not keeping paper). I always call attention to these provisions, and have found that most clients express admiration for my ability to work without relying on paper. Even if you’re not yet paperless, I’d update your engagement letter to allow for paperless storage as opposed to paper, so that when you do start scanning you won’t be worried about whether you have to keep paper files.

Retention of Files
My policy is to scan and otherwise digitize all file materials, and to use and retain as little paper as possible. I therefore ask that if you, for some reason, require that paper files be kept that you notify me of that requirement at the outset (i.e. before you sign this agreement) so that I decide whether to accept representation of you in this matter.

After my representation is over I will gladly provide you with a CD-ROM or other digital storage device that contains all of your information in digital form. No guarantees are made that client files will be retained for more than 3 years after the representation is terminated. Again, I keep no paper except for documents that absolutely require paper originals (e.g. promissory notes and wills).

Electronic Signatures and Copies
All parties to this agreement agree that a digital signature shall be effective to prove each party’s agreement to the terms of this document. Furthermore, the parties agree that the terms of this Agreement may be proved through an electronic facsimile, including a scanned electronic copy in Portable Document Format (“PDF”) or other digital format, and that no “original” hard-copy document shall be retained to prove the terms of this Agreement.

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