Client and Professional Engagement Agreement

  • Effective Date: January 01, 2026
  • Contracting Entity: Legal Husk, a United States business entity doing business as LegalHusk
  • Contact: [email protected]

Marketplace model. LegalHusk operates an online technology marketplace where Clients and independent Professionals meet, communicate, form direct engagements, and work toward the successful completion of Professional Services. LegalHusk facilitates marketplace access, administrative workflows, communications, records, support, and payment administration through third party providers. LegalHusk does not provide Professional Services, is not a law firm, does not employ or supervise Professionals, is not a party to Client and Professional engagements, and does not guarantee any legal, financial, commercial, or other result.

Order incorporation. This document is a complete master form for the Client and independent Professional. The accepted Order, authenticated account identities, verified Professional profile, required disclosures, and recorded acceptance events supply the transaction specific terms and are incorporated by reference. LegalHusk is not a party. The Professional must provide every additional term or disclosure required by the governing jurisdiction before acceptance.

1. Parties and Matter

This Engagement Agreement is entered on the date of electronic acceptance recorded for the Order between the person or entity identified as the Client in the accepted Order and Client account, located at the contact location recorded in that account, referred to as the Client, and the person or entity identified as the Professional in the accepted Order and verified Professional profile, located at the business contact location recorded in that profile or required precontract disclosure, referred to as the Professional.

The responsible lawyer or authorized Professional, professional category, credential or license number, issuing authority, and authorized service jurisdiction are the details displayed in the Professional's verified profile and accepted Order. Those records are incorporated into this Agreement.

The LegalHusk Order identifier and short matter description are the identifier and description displayed in the accepted Order, which are incorporated into this Agreement.

The parties agree that LegalHusk operates a technology marketplace. LegalHusk is not a party to this Engagement Agreement, is not counsel, does not supervise the Professional, does not provide Professional Services, does not guarantee a result, and is not an escrow agent.

2. Client Identity and Authority

The Client confirms that the legal Client is the person or entity identified in the accepted Order and Client account. If an individual accepts for an organization, the individual and title shown in the electronic acceptance record are incorporated here, and the individual represents having authority to bind the organization.

The Professional represents only the Client identified in the accepted Order. No affiliate, officer, employee, family member, insurer, payer, beneficial owner, or other person is a client unless the Professional expressly accepts that person in a written amendment.

The persons responsible for instructions and billing are the contacts designated in the accepted Order and account records. Payment by a third person does not make that person a client and does not give that person a right to direct the Professional, obtain confidential information, or control the matter.

3. Conflicts Review and Commencement

The Professional confirms that required conflicts review was completed before acceptance, on the date recorded in the Professional's conflict clearance record, based on the parties and information identified by the Client. The Client must promptly disclose additional parties, affiliates, witnesses, adverse interests, or relationships that may affect the conflicts review.

The engagement begins only when this Agreement is accepted by both parties, the Professional confirms acceptance in writing, and any lawful payment or trust account condition stated here is satisfied. An inquiry, quote, automated message, Order request, or payment authorization alone does not create an attorney client or professional relationship.

The effective start date is the later of the parties' recorded electronic acceptance, the Professional's written confirmation of conflict and eligibility clearance, and satisfaction of any lawful payment or trust condition stated in the accepted Order. If a conflict or eligibility issue prevents acceptance, the Professional will notify the Client and handle received information as required by law.

4. Scope of Professional Services

The Professional will perform only the following services:

  • Every service and deliverable expressly stated in the accepted Order.
  • Every milestone and completion criterion expressly stated in the accepted Order.
  • Every later lawful scope change recorded and accepted by both parties.

The agreed work product format, applicable substantive or procedural law for the matter, and expected completion or milestone dates are those stated in the accepted Order and any later scope change accepted by both parties. If the format is not stated, the Professional will use a reasonable electronic format.

The Professional may take steps reasonably incidental to the stated scope, but may not materially expand the scope or fee without the Client's written agreement unless immediate action is permitted and reasonably necessary to protect the Client.

5. Excluded Services

Unless added by a written amendment, the Professional will not provide:

  • court, tribunal, agency, arbitration, mediation, or hearing appearance;
  • filing, service, notarization, legalization, apostille, translation, investigation, expert evidence, local counsel, tax advice, accounting advice, or financial advice;
  • advice concerning a jurisdiction not expressly identified in Section 1;
  • an appeal, enforcement, collection, post judgment work, new transaction, new claim, counterclaim, or related matter;
  • monitoring of a deadline that the Professional has not expressly accepted in Section 7; or
  • any exclusion stated in the accepted Order. No additional service is implied merely because it may relate to the matter.

The Client must obtain separate advice for excluded matters. The Professional will identify a material limitation discovered during the engagement and discuss whether a new written scope is appropriate.

6. Assumptions and Dependencies

The scope and price rely on the facts, documents, parties, jurisdiction, deadlines, access, and cooperation conditions disclosed before acceptance. Client dependencies and required dates are those recorded in the accepted Order and related written communications.

If an assumption is materially inaccurate or a dependency is delayed, the Professional may propose a revised scope, schedule, or fee. The parties must record and accept the change before additional work begins, except where law or professional duty requires another course.

7. Deadlines and Responsibility

The Client has disclosed the deadlines recorded in the accepted Order and written communications sent before acceptance. The Professional accepts responsibility only for a deadline expressly acknowledged by the Professional in the Order or a later written message identifying the specific required task.

The Client remains responsible for every deadline not expressly accepted in writing. Unless specifically assigned and confirmed complete, the Client remains responsible for filing, service, signatures, notarization, payment of official fees, appearances, preservation of evidence, and compliance with instructions from a court or authority.

The Professional must notify the Client promptly of a material delay or new risk. The Client must respond by the requested date. Delay by the Client or a third party may affect the schedule and result.

8. Professional Team and Supervision

The Professional may use appropriately qualified and supervised personnel disclosed in the Professional profile, accepted Order, or later written notice, subject to Client consent where required. The responsible Professional remains responsible for supervision to the extent required by law and professional rules.

A nonlawyer Professional must identify in the accepted Order the legal basis for independent service or the required supervisory arrangement. Where supervision is required, the supervising lawyer or law firm must be identified by name, credential, and contact in the Order before regulated work begins. If no supervision is lawfully required, the Order must state that status and its legal basis.

The Professional may replace team members when reasonably necessary, but must preserve competence, confidentiality, and Client interests and must obtain consent when required.

9. Fees

The fee arrangement, Professional Fee, rate, calculation, included work, excluded work, expenses, taxes, invoice frequency, billing increments, and milestone allocations are those separately displayed in the accepted Order. A fee basis not displayed and accepted is not incorporated. Any contingent or otherwise regulated fee arrangement must also satisfy the governing professional rules and any required signed writing.

The fee includes only the work displayed in the accepted Order and excludes the work and expenses identified there. Taxes are added or included only as displayed or required by law. The Professional will provide invoices or milestone records at the frequency or events stated in the accepted Order.

If the accepted Order is hourly, the displayed rates and billing increments apply. If it is fixed, the displayed milestone allocation applies. If it is contingent or otherwise regulated, every writing and disclosure required by the governing professional rules must be separately completed before work begins.

No fee is earned merely because the Payment Provider authorizes, holds, or schedules funds for release. The Professional must determine when a fee is earned and return every unearned amount as required by law.

10. Expenses and Third Party Charges

The Client is responsible only for expense categories displayed in the accepted Order or later approved in writing. If no approval threshold is stated in the Order, the Professional must obtain advance approval for every nonroutine third party expense unless immediate expenditure is reasonably necessary to protect the Client from imminent harm and law permits it.

Court fees, filing fees, expert fees, courier charges, copying, translation, travel, and other third party charges will be paid in the manner recorded in the accepted Order or later written approval. The Professional will not add an undisclosed markup unless permitted by law and accepted by the Client.

11. Advance Fees, Client Funds, and Trust Accounting

Any advance amount is the amount expressly shown in the accepted Order; if no advance is shown, none is required under this Agreement. Its legal character and required trust or client account treatment are determined and disclosed by the Professional under the governing jurisdiction. LegalHusk does not classify the payment, and Payment Provider status is not a trust account designation.

If applicable professional rules require funds to be held in a trust or client account, the Professional, not LegalHusk, is responsible for the compliant account, ledger, notices, reconciliation, withdrawal, and refund. The parties must not use an ordinary marketplace balance for funds that must be held in trust.

LegalHusk and the Payment Provider do not decide when a legal fee is earned. A Payment Provider status is not a trust accounting determination.

12. LegalHusk Platform Fee and Payment Provider

Any Platform Fee charged by LegalHusk will be displayed separately before Order confirmation. It pays for Platform Services and is not a Professional Fee, referral payment, recommendation, or share of a legal outcome.

Payments are processed through the Payment Provider identified at checkout under its own terms and privacy notice. LegalHusk may transmit instructions and display status but is not a bank, money transmitter, trustee, client trust account, or escrow agent.

The Client and Professional authorize payment administration consistent with the Order, the LegalHusk Payment Policy, Payment Provider rules, mandatory law, and professional duties. The Payment Provider may reserve, delay, reject, refund, or reverse funds for identity, fraud, sanctions, chargeback, legal, or operational reasons.

13. Milestones, Delivery, Review, and Revisions

The milestones are:

  • The first milestone, if any, displayed in the accepted Order.
  • Each additional milestone, if any, displayed in the accepted Order.
  • Each lawful milestone change later accepted by both parties.

The Client review period and included revision entitlement are those displayed in the accepted Order. If the Order is silent, the Client must review within a reasonable period stated by the Professional, and no unlimited revision right is implied; the Professional must still correct a material failure to meet the accepted scope as required by law.

Silence or automatic payout scheduling does not waive a nonwaivable right, establish professional competence, determine that a legal fee is earned, or prevent a later malpractice, ethics, or regulatory claim.

14. Client Responsibilities

The Client agrees to provide truthful, complete, current, and lawfully obtained information; identify all relevant jurisdictions, parties, and deadlines; preserve evidence; respond on time; review work promptly; make decisions; pay lawful amounts; and follow reasonable instructions.

The Client represents that the Client has authority to disclose all information and will not direct unlawful, fraudulent, frivolous, abusive, misleading, obstructive, or discriminatory conduct. The Client must notify the Professional promptly of new facts, documents, notices, deadlines, or changes in instructions.

The Professional may rely reasonably on Client supplied facts but must make inquiries required by law or professional duty. The Client understands that incomplete or inaccurate information may affect advice, timing, cost, or outcome.

15. Communications and Instructions

Approved communication methods are the Platform and the contact channels selected in the accepted Order or account. The Professional's normal response expectation is the timeframe disclosed in the Order or profile, excluding emergencies, holidays, and circumstances outside reasonable control.

The Client must not rely on ordinary Platform messaging for an imminent deadline or emergency. LegalHusk does not provide an emergency service. Any emergency procedure accepted by the Professional must be stated in a direct written communication. The Professional may rely only on persons identified as authorized in the Client account, accepted Order, or later authenticated instruction.

The Professional may rely only on instructions from persons identified as authorized in the Client account, accepted Order, or a later authenticated instruction. Material scope, fee, settlement, filing, and termination decisions must be confirmed in a durable written record.

16. Confidentiality, Privilege, and Platform Use

The Professional will protect information as required by applicable confidentiality, privilege, and professional rules. The parties understand that privilege depends on applicable law and circumstances and is not created merely by sending a message through LegalHusk.

LegalHusk and authorized service providers may process communications and files as reasonably necessary to operate and secure the Platform, transmit information to authorized recipients, provide requested support, administer payments and disputes, prevent abuse, and comply with law, as described in the Privacy Notice.

The parties should minimize unnecessary sensitive information, use appropriate access controls, and avoid including privileged details in a public review or support complaint.

17. Privacy and Data Roles

The Professional's privacy notice is available through the Professional profile or is provided directly before the relevant processing. The Professional acts in the data role required by applicable law for matter information and must provide every disclosure required for the engagement.

LegalHusk generally acts independently for account, verification, marketplace, support, security, analytics, and payment administration data. A LegalHusk Data Processing Addendum applies only to processing expressly identified as performed solely on documented instructions.

International transfers, sensitive data, data subject rights, and breach duties for the engagement will be handled by the Professional in accordance with applicable data protection law, the Professional's privacy notice, and any lawful written instructions accepted for the matter.

18. Technology and Artificial Intelligence

The Professional may use only technology or artificial intelligence tools disclosed in the accepted Order or a later written notice. The disclosure must state the purpose, confidentiality and security safeguards, and the Professional's human review. No disclosure means that no such tool is authorized for matter content.

The Professional must not input confidential information into a tool without a lawful basis, suitable confidentiality and security terms, and any consent required by professional or data protection rules. Client consent must be obtained and recorded before use whenever applicable law or professional rules require it.

The Professional will not permit private matter information to be used to train a general purpose model without lawful authority and any required informed consent.

19. No Guarantee and Professional Judgment

The Professional will exercise independent professional judgment and does not guarantee a result, outcome, decision, timing by a court or authority, settlement, recovery, approval, or commercial success. Estimates, predictions, and strategy discussions are opinions based on information then available and may change.

The Professional may refuse an instruction that conflicts with law, professional duty, or the Professional's judgment. Nothing in this Agreement allows LegalHusk, the Client, a payer, or another person to direct legal judgment unlawfully.

20. Files, Work Product, and Retention

Ownership and permitted use of final work product are governed by the accepted Order and applicable law. If the Order is silent, the Client receives the rights reasonably necessary to use the final deliverable for the Client's identified matter, while the Professional and third parties retain rights in preexisting templates, systems, research tools, internal notes, and third party materials.

The Professional's file retention period is the period disclosed in the Professional's privacy or file retention notice and required by applicable professional law. At the end of that period, files may be returned or securely destroyed subject to legal holds, Client rights, and professional duties.

21. Termination and Withdrawal

The Client may terminate the engagement at any time subject to lawful fees and consequences. The Professional may withdraw only as permitted by law and professional rules, including for nonpayment, conflict, loss of authority, Client misconduct, breakdown in communication, or another lawful ground.

Upon termination, the Professional will take reasonable steps required to avoid foreseeable prejudice, identify urgent dates, provide the Client file, refund unearned amounts, and seek required permission from a court or authority. The Client must pay lawful fees and expenses properly incurred through termination.

LegalHusk account suspension does not itself terminate this engagement. The Professional and Client remain responsible for a lawful transition outside the Platform if necessary.

22. Complaints and Fee Disputes

The Client should first contact the Professional using the profile or Order communication method. A Platform administration complaint may also be sent to [email protected], but LegalHusk does not decide malpractice, professional ethics, legal correctness, or fee reasonableness.

The Professional's regulator or licensing authority is the authority identified in the verified profile or the applicable official public registry. Any fee dispute or mediation program is the program required by that authority or governing law; no private program is implied when none applies.

Nothing prevents a lawful complaint to a regulator, insurer, court, consumer authority, privacy authority, or other competent body.

23. Professional Insurance

The Professional's professional liability insurance status, insurer, policy period, and limit are only those details affirmatively disclosed in the Professional profile or accepted Order. Absence of a disclosure is not a representation that coverage exists. Any additional disclosure required by law must be delivered directly by the Professional before acceptance.

Any additional disclosure required by law must be provided directly by the Professional before acceptance. The Professional must notify the Client of a material change when required.

24. Liability and Mandatory Rights

No limitation of the Professional's liability applies unless a separate jurisdiction approved clause is provided in writing and lawfully accepted by the Client. No limitation excludes responsibility that applicable law or professional rules prohibit the Professional from limiting.

LegalHusk's liability for Platform Services is governed solely by the Marketplace Terms and Conditions. LegalHusk is not liable under this Agreement for Professional Services merely because the Platform was used.

25. Governing Law and Disputes Between the Parties

This Engagement Agreement and disputes solely between the Client and Professional are governed by the law applicable to the matter, the Professional's engagement, and mandatory professional rules. The applicable court, regulator, fee dispute, mediation, or other forum is the forum required by that law or expressly disclosed in the accepted Order.

This clause does not require arbitration or waive a forum, remedy, regulator complaint, consumer right, or professional protection that cannot lawfully be waived. Platform disputes involving LegalHusk are governed separately by the Marketplace Terms and Conditions, including Delaware law and the exclusive Delaware forum.

26. General Terms

This Agreement, the accepted Order, lawful scope changes, and required disclosures are the entire agreement between the Client and Professional for the stated matter. Mandatory law and professional duties prevail. A change must be recorded in writing and accepted by both parties unless law permits another method.

If a provision is invalid, the remainder continues to the extent lawful. A failure to enforce is not a waiver. Neither party may assign the engagement if assignment would violate professional duties or Client rights.

27. Signatures and Acceptance

Client. The Client identified in the accepted Order and account record.

Authorized signer. The person and title recorded in the Client acceptance event.

Signature or electronic acceptance. The authenticated acceptance event retained with the Order record.

Date. The date and time recorded in the applicable authenticated acceptance event.

Professional. The Professional identified in the accepted Order and verified profile.

Responsible Professional. The person and title displayed in the accepted Order.

Signature or electronic acceptance. The authenticated acceptance event retained with the Order record.

Date. The date and time recorded in the applicable authenticated acceptance event.

Professional certification. By accepting, the Professional certifies that this template has been reviewed and adapted for the governing jurisdiction, required conflicts review is complete, the Professional is authorized and competent, and every mandatory disclosure has been provided.