What should an associate attorney offer letter and employment agreement include?

The offer letter is the written record of the deal: title, practice area, compensation, start date, and the conditions the offer rests on.

NALP's Principles for a Fair and Ethical Recruitment Process ask employers to make good-faith offers "in writing, with all terms clearly expressed" — and to notify the candidate, and career services for law-student hires, promptly if an offer must be modified or rescinded.

Two NALP points matter for timing.

The Principles are suggested best practices, not binding rules.

And the current version sets no fixed deadline for how long an offer stays open: NALP leaves offer timing to each employer, asking firms to publish their own guidelines, set reasonable response deadlines, consider reasonable extension requests, and avoid undue pressure on candidates.

Your acceptance deadline is yours to set — so state it in the letter rather than leaving the candidate guessing.

The employment agreement is where the terms that outlast the first day become enforceable obligations: the bonus formula, origination credit, notice periods, and what happens to active matters when someone leaves.

A letter can summarize those in a sentence; the agreement states them as promises with consequences.

If your firm issues both, add one line saying which document controls when the two disagree — that is a cheap argument to prevent.

The work before the offer — sourcing, screening, conflicts and bar-status checks — is its own process; our guide to hiring for your law firm covers it.

State the base salary as an exact annual figure, not a range, and the pay frequency behind it.

If any part of the pay is a draw against future collections rather than guaranteed salary, say so expressly — and say whether the firm can recover an unearned draw.

The letter is also where a promised review lands: give the month of the first salary review, and whether a raise at that point is a commitment or a matter of discretion.

A bonus clause with undefined inputs invites disputes, so define all of them.

Is the bonus discretionary or formula-based?

If it is formula-based: what it measures (billable hours, collections, origination, or firm profitability), the threshold, the measurement period, how a partial year is prorated, and the payment date.

Decide and state whether an associate must be employed on the payment date to collect, rather than leaving it to be argued later.

The billable and collections terms need the same precision.

If the firm sets an annual billable-hour target, write the number in and define what counts toward it; if a bonus or a draw runs on collections, define collections — invoiced or actually paid — and the period they are measured over.

The target is yours to set; what the agreement has to do is state your number exactly and define its terms, so the associate is never guessing at the standard.

Origination credit — who is recorded as the source of a new client or matter, and how that credit feeds the bonus — is worth a clause of its own.

Identify who earns originating credit versus working credit, whether credit can be shared, how it is documented, and what happens with clients the associate brings in versus clients the firm assigns.

No standard origination-credit split is established in anything our research could verify, so write your formula in full rather than importing one.

Two ethics rules shape the fee terms around that clause.

The first is Rule 1.5(e), which governs dividing a fee with lawyers outside your firm.

ABA Model Rule 1.5(e) allows a division of a fee between lawyers who are not in the same firm only if the division is proportional to the services each lawyer performed (or each lawyer assumes joint responsibility for the representation), the client agrees to the arrangement in a confirmed writing that states the share each lawyer will receive, and the total fee is reasonable.

If your fee terms route any part of a matter to co-counsel or referring firms, write the associate's credit as a bonus calculated on the firm's side of the arrangement rather than as a slice of a divided fee — unless the split itself meets those conditions.

The second is Rule 5.4.

ABA Model Rule 5.4(a) provides that "A lawyer or law firm shall not share legal fees with a nonlawyer," subject to four listed exceptions — among them the one that lets a firm include nonlawyer employees in a compensation or retirement plan even though the plan is based in whole or in part on profit-sharing.

An associate is a lawyer, so 5.4 is rarely the issue for their own pay; it reaches case-fee terms that would route a share of legal fees to someone who is not — a marketer, a referral source, a billing company.

The staff-bonus side of the rule has its own guide: Rule 5.4 and staff bonuses.

One framing point before you rely on any of this: the ABA publishes the Model Rules as model texts for states to adopt, and versions differ in places.

The rule text on this page is the ABA's model text as our sources record it, not the version your state has adopted; confirm the adopted rule with your state bar's ethics counsel before the fee terms go in the letter.

Say which bar the firm expects the associate to keep active — and who pays the dues.

If the firm reimburses bar dues and CLE costs, say whether study time is paid time; if the associate maintains admission in more than one state, say which registrations the firm funds.

The status itself you verify before the start date: our guide to bar status verification covers the lookup.

On malpractice coverage, state in the agreement that the associate is covered under the firm's policy from the first day.

Requirements differ by state — Oregon, for one, requires every bar licensee in private practice with a principal office in Oregon to carry malpractice coverage through the state's Professional Liability Fund — and that is the one mandate our research verified, so check your own state's rule with its court or bar.

How an associate's work at previous firms is treated under your coverage is a question for your insurance carrier; ask before the start date, not after a claim.

Benefits get one plain paragraph: which benefits the firm offers, when eligibility starts, and what share of the premium the firm pays.

If the firm funds professional development or bar-section memberships beyond CLE, name them.

None of this has a standard answer our sources support — the clause's job is to make your firm's own package explicit.

This is the section with a hard ethical line.

ABA Model Rule 5.6(a) bars a lawyer from offering or making an employment agreement that "restricts the right of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement."

In an associate agreement that rules out a non-compete, a bar on practicing in a territory, or any other covenant that restricts the associate's right to practice after the relationship ends.

The rule's stated reason: restrictive covenants limit the lawyer's autonomy and clients' freedom to choose a lawyer.

Terms that stop short of restricting practice outright — a bonus forfeited on resignation, a repayment obligation triggered by departure — are the gray area where a state's reading of Rule 5.6 matters, and how courts and ethics opinions treat those clauses is not something our research verified.

That is precisely the review your state bar's ethics counsel exists for.

The model rule does carry one express carve-out: its comment says the rule does not bar restrictions included in the sale of a law practice under Rule 1.17 — a succession or sale fact pattern, not an employment one.

Two more boundaries.

Rule 5.6(b) separately bars agreeing to restrict a lawyer's right to practice as part of settling a client controversy.

And Rule 5.6 governs agreements with lawyers: a non-compete for a paralegal or legal assistant falls under ordinary state contract and employment law instead, a different analysis for a different document.

What the departure section can do: set a notice period, require an orderly transition of active matters, provide for the return of firm property, and say how the client file moves — the mechanics clients ask about the day a departure lands.

What it cannot do is restrict where the associate practices afterward.

And if you have read that the FTC banned non-competes and wondered whether that changed this: as of October 2, 2026, the FTC's own page states its Noncompete Rule is not in effect and is not enforceable — a district court stopped enforcement on August 20, 2024, and on September 5, 2025 the FTC moved to dismiss its appeal.

For associate agreements, Rule 5.6 as your state adopted it is the operative constraint — confirm the adopted text with your state bar's ethics counsel.

Use this as a drafting checklist for the clauses, in a workable order — an outline to brief whoever drafts the document, not a form to sign.

Placeholders in brackets; your employment counsel adapts the whole to your state.

Parties and position. [Firm] employs [Associate] as [title] in the [practice area] group, reporting to [supervising lawyer]; full-time or part-time.

Contingencies.

The offer is contingent on active bar admission in [state] as of the start date and on a clear conflicts check.

Compensation.

Base salary of $[amount], paid [frequency]; state whether it is guaranteed salary or a draw, and if a draw, whether it is recoverable.

Bonus. [Discretionary / formula].

If formula: measured on [billable hours / collections / origination / firm profitability], threshold of [number], period of [year], proration for partial years, payment date, and whether employment on the payment date is required to collect.

Billable and collections expectations.

The firm's annual billable target of [number] hours, what counts toward it, and whether bonus math runs on billed or collected fees.

Origination and case fees.

How originating and working credit are recorded and shared; a term confirming that fee divisions with lawyers outside the firm follow Rule 1.5(e).

Bar dues, CLE and malpractice.

Which dues and CLE costs the firm pays; coverage under the firm's malpractice policy from day one.

Benefits.

Which benefits, when eligibility starts, and the firm's share of premiums.

Confidentiality and firm property.

How client information and firm property are handled during employment, and the return of firm property at the end.

Departure.

Notice of [number] weeks; transition of active matters; return of firm property; how the client file moves — and no term restricting the associate's right to practice afterward (Rule 5.6(a)).

Governing law and entire agreement.

Which state's law governs, how disputes are resolved, and which document controls if the letter and the agreement differ.

Run the two flagged zones past counsel before anything is signed: the fee terms (Rules 1.5(e) and 5.4) and the departure terms (Rule 5.6).

Employer information, not legal advice. This page describes the ABA's Model Rules and other sources as our research recorded them in October 2026; the version your state has adopted controls. Have your state bar's ethics counsel or your employment counsel review any offer letter or employment agreement before you use it.