An Of Counsel Agreement is a legal agreement between two law firms or attorneys in which one firm or attorney provides legal services to the other, typically in a specific area of law. In Texas, there are specific considerations to keep in mind when drafting an Of Counsel Agreement, and it`s important to ensure that the agreement complies with the state`s professional conduct rules for attorneys.

Here`s a sample Of Counsel Agreement for Texas:

OF COUNSEL AGREEMENT

This Of Counsel Agreement (“Agreement”) is made and entered into on the _____ day of _________, 20___, by and between XYZ Law Firm, located at ____________________________ (“Firm 1”), and ABC Law Firm, located at ____________________________ (“Firm 2”).

RECITALS

WHEREAS, Firm 1 is a law firm that specializes in ______________ law; and

WHEREAS, Firm 2 is a law firm that specializes in ______________ law; and

WHEREAS, Firm 2 desires to engage the services of Firm 1 as Of Counsel on a project-by-project basis; and

WHEREAS, Firm 1 is willing to provide such services, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Services

Firm 1 agrees to provide legal services to Firm 2 as Of Counsel. These services may include, but are not limited to, research, drafting of legal documents, and legal advice, specifically related to ______________ law.

2. Term

This Agreement shall commence on the _________ day of _______________, 20___, and shall continue until terminated by either party upon 30 days` written notice.

3. Compensation

Firm 2 agrees to pay Firm 1 for the services provided under this Agreement at the rate of $___________ per hour. All expenses incurred by Firm 1 in performing the services under this Agreement shall be the sole responsibility of Firm 1.

4. Professional Conduct Rules

Firm 1 agrees to comply with the Texas Disciplinary Rules of Professional Conduct in providing services under this Agreement. Firm 1 acknowledges that it is not entering into an attorney-client relationship with any clients of Firm 2 and that the services provided under this Agreement are solely for the benefit of Firm 2.

5. Confidentiality

Firm 1 acknowledges that all information it receives from Firm 2 regarding its clients or any other matter relating to the services provided under this Agreement is confidential and shall be kept confidential by Firm 1.

6. Indemnification

Firm 1 agrees to indemnify and hold Firm 2 harmless from any and all claims, damages, or expenses arising out of or in connection with the services provided under this Agreement, including any claims made by third parties.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties with respect to the subject matter of this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

XYZ LAW FIRM

By: _______________

Name: _______________

Title: _______________

ABC LAW FIRM

By: _______________

Name: _______________

Title: _______________

In conclusion, an Of Counsel Agreement can be a great way for law firms to expand their expertise and services without hiring additional staff. However, it`s important to ensure that the agreement complies with state rules and regulations, including those in Texas. This sample Of Counsel Agreement can be used as a starting point for drafting your own agreement.