This is an agreement with respect to the practice of law among [Name], [Name], [Name], and [Name], all sole practitioner lawyers, executed and effective this ______day of [Month], [Year]. The parties to this agreement shall practice law in shared offices according to the terms of this agreement as unaffiliated sole practitioners. The named parties are not partners in the practice of law, but may, on a case by case basis, work together on certain legal matters. This agreement is intended to conform to the Texas Disciplinary Rules of Professional Conduct, and the Rules shall apply in the event of any conflict between the Rules and this agreement.
Each of the parties shall have one vote with respect to any matter which is subject to the agreement. In the event of a tie vote, the vote of the managing attorney will determine the outcome of the vote.
One of the parties shall be [designated/elected] “managing attorney,” and shall carry on the day-to-day operations of the office, set up an office account, collect, and disburse funds on behalf of the office, purchase common supplies (books, furniture, and equipment,) supervise the common employees of the parties, and generally manage the affairs of the office. The managing attorney shall serve in this capacity until another lawyer is [designated/elected] managing attorney.
Once each year, the managing attorney shall submit a proposed budget for office expenditures to the other parties. The parties shall adopt a budget, which shall constitute an authority for the managing attorney to expend funds.
The parties shall adopt a Manual of Personnel Policies and Procedures, and each of them shall require their employees to abide by the policies and procedures established.
Exhibit A to this agreement contains a list of property which may be used by other parties and are contained within the office. The name of the contributor of each item is listed next to the item personally contributed along with the approximate value of the item. The managing attorney will add property contributed to this list as requested by the parties. Exhibit B contains a list of all jointly owned furnishings, equipment, and research and educational materials along with their approximate value. The managing attorney will add items to this list as such property is obtained. Exhibit C includes a list of joint obligations of the parties for which all parties shall be responsible for in the event of withdrawal or dissolution of this agreement. Additional joint obligations must be acknowledged in writing by all parties to the agreement.
Each of the parties shall furnish his or her personal office at his or her own expense, provided that furniture and decoration shall meet commonly accepted professional standards for quality and appearance. The parties may jointly or personally purchase and provide furniture, rugs, drapes, wall coverings, and other items of décor for all of the common areas of the offices including staff working areas, waiting and reception rooms, conference rooms, file rooms, and halls. All such items will be added to Exhibit A with an indication as to ownership and value. However, each of the parties shall provide his or her own office equipment for use of his or her staff, including but not limited to typewriters, calculators, computers, printers, and like equipment. The parties shall agree on the type or types of filing cabinets to be used and on their color, and each of the parties shall provide file cabinets for his or her own use and at his or her own expense.
A law library shall be jointly operated, and all research and educational materials on the office premises shall be the property of the office. Library expenses shall be equally shared by all of the parties.
Each party shall maintain his or her own library and purchase any additional research and educational materials at his or her own expense. The use of any research and educational materials may be shared with the other parties, but will remain the exclusive property of the party purchasing it.
Each of the parties shall maintain his or her own general and client trust accounts, receive and deposit his or her own fees and reimbursed expenses, and shall be professionally responsible for any escrow or trust funds of his or her clients.
The managing attorney shall establish an office account in the name of the office [parties jointly], and shall assess each of the parties each month for anticipated expenses. The managing attorney shall use appropriate accounting controls to assure that disbursements are made appropriately. The managing attorney shall distribute monthly reports of expenditures to all parties.
Upon execution of this agreement, each of the parties shall make a deposit in the firm account of approximately two months of operating expense.
Expenses shall be allocated to each of the parties, as follows: Space cost (rent, utilities, and lease-hold improvements, depreciation of commonly owned furniture, etc.) shall be allocated on the professional office, secretarial, and file areas. The cost of occupancy for the reception area, waiting room, library, conference room, and hallways shall be shared equally by the parties. Library costs for research and educational materials, online services, and subscription services shall be shared equally. Other expenses, including supplies, telephone equipment charges, and like expenses shall be shared equally, unless the parties shall, from time to time, determine a different allocation.
Each of the parties agrees not to represent to anyone that there exists an ongoing partnership for the practice of law between the parties or any other association between the parties other than a sharing of office space.
To maintain their separate law practices and avoid the appearance of a partnership, the parties will each have their own telephone lines and telephone numbers, letterhead, pleadings, engagement letters, fee agreements, business cards, and advertising. Any signs in front of or on the building and/or office door shall list each attorney separately.
Each of the parties shall be responsible for the work done on behalf of his or her own clients. Each of the parties agrees to insert the following clause in all engagement letters and fee agreements:
[Name] practices law in an office with other lawyers, but is not a partner of the other lawyers. [Client] should not discuss any legal matters with other lawyers in the office or with any other lawyers or office personnel other than [names of office personnel who will maintain confidences.] [Name] will not discuss [client's] legal matters with other lawyers or office personnel unless prior permission is obtained from [client.] Other lawyers who share the office are not responsible for legal work performed for [client.]
It is the intent of the parties to take advantage of their different areas of legal expertise, and they expect [to work together on various legal matters/confer with each other on various legal matters.] When one party obtains the professional assistance of another party to this agreement, they shall enter into an arrangement permitted by Rule 1.04 with respect to division of fees, or an hourly rate.
The parties shall advise their clients in advance in writing of any arrangements for assistance with other parties to this agreement. However, if the client objects to such association that party shall refrain from asking the assistance of another office sharer.
For purposes of avoiding conflicts of interest and revelation of confidential information, each party shall enter clients and other parties important to conflict analysis into a common conflict of interest system. In the event of withdrawal from this agreement, the withdrawing party will be permitted to copy conflict system entries marked as pertaining to their legal practice. The parties agree to review the conflict system before accepting cases, and to act according to the Rules with regard to disclosure, consent or declination of employment with regard to conflicts identified.
The office shall employ a receptionist, and such other employees as the parties shall, from time to time, determine. The receptionist will be instructed to answer the phones in a manner that does not suggest that the law office is a partnership. The receptionist will be instructed not to discuss the content of phone messages for one party or their employees with any other party to this agreement or their employees.
Each of the parties shall employ his or her own secretaries and legal assistants, and shall be responsible for their compensation, work, and behavior. [The parties agree not to share employees.][Two or more parties may share the use of employees in particular matters or in all matters provided that no violation of disciplinary rules occurs. If the parties agree to share an employee, such agreement must be in writing and must state how the employee is to be paid and who will pay any costs associated with employement. A copy of the agreement shall be provided to the managing attorney. The parties sharing an employee are solely responsible for their compensation, work and behavior.]
NEW MEMBERS - BAR MEMBERSHIP:
Any party who is suspended from or loses the privilege to practice law shall be deemed to have withdrawn from this office sharing agreement.
Other lawyers may be added to this agreement with the unanimous consent of the existing parties.
DEATH AND WITHDRAWAL:
A party to this agreement who dies, or who fails to pay an assessment for office expenses within 30 days of issuance, or who loses the right to practice law [, or who fails to maintain lawyers professional liability as required by this agreement] shall be deemed to have withdrawn from this office sharing agreement. The remaining parties or party shall have the right to continue with the office sharing agreement and to occupy the premises upon such withdrawal.
A withdrawing party shall remain financially responsible for the common obligations listed in Exhibit C, but shall not be responsible for other expenses. Any obligations not listed in Exhibit C between parties to this agreement are not terminated by withdrawal. A withdrawing party shall have the right to take property personally belonging to the withdrawing party or their clients. The withdrawing party shall be reimbursed for his or her share of the appraised value at the time of withdrawal of any commonly purchased and jointly owned property.
Each party to this agreement shall maintain lawyers professional liability insurance in the amount of [agreed limits and deductibles.] Each party shall provide proof of insurance to the managing attorney, which shall be available for inspection by each party. Failure of any party to maintain lawyers' professional liability insurance shall be deemed to have withdrawn from this office sharing agreement.
Any disagreement or dispute among the parties involving or resulting from their practice of law under the terms and conditions of this agreement shall be resolved only by final and binding arbitration under the Rules then existing of the American Arbitration Association.
Signed the date above written.