What’s actually in a fractional GC engagement agreement.
An attorney engagement letter, adapted to an ongoing role. Seven clauses do the real work: scope, cadence, fees, term, privilege, conflicts, and who the client is. Read them once here and you will read any agreement put in front of you differently.
The seven clauses, one at a time
1. Scope of services. The difference between an enumerated scope (contracts, governance, employment questions, board support) and “legal services as requested” is the difference between an engagement you can evaluate and one you discover on the invoice. The sharper the scope, the more honest the fee attached to it.
2. Cadence and availability. What the month actually includes, hours, meetings, response expectations, and how the overage conversation happens. This is the clause where “fractional” stops being a concept and becomes a schedule.
3. Fees. The number, what it covers, and, just as important, what falls outside it. A deal, a dispute, or a financing can justify work beyond the monthly scope; the agreement should name those triggers and the rate that applies. What that number should be is its own subject: what a fractional GC actually costs.
4. Term and exit. Month-to-month or annual, the notice period, and the transition mechanics, files, pending matters, wind-down work. A confident provider writes an easy exit, because the engagement is meant to be kept on its merits.
5. Privilege and confidentiality. The engagement creates an attorney-client relationship with the company, and privilege applies as it would with any counsel. The clause should also acknowledge the in-house reality: legal advice is privileged, business advice is not, and the agreement is the first place that line gets drawn.
6. Conflicts. A fractional GC has other clients. The agreement should say how conflicts are checked at the start, how new ones are surfaced during the engagement, and what happens if one appears, before it appears.
7. Who the client is. The entity, not the founder personally. Most of the time the distinction never matters. When founder and company interests diverge, in a buyout, a dispute among owners, an investigation, it is the only thing that matters, and the GC represents the company. An agreement that says this plainly is protecting you by telling you the truth early.
Six questions to ask before you sign
- What, exactly, is inside the monthly scope, and what is the most recent example of work that fell outside it?
- Who does the work, you, or a bench I haven’t met?
- What triggers overflow billing, and at what rate?
- How do I exit, and what does the transition look like?
- How are conflicts checked, and what happened the last time one came up?
- Who owns the templates, policies, and infrastructure you build for us?
A provider who answers all six without flinching is telling you the model is real. Hesitation on any of them is information too.
Common questions
Almost always an independent contractor or an attorney engaged through their firm, not a W-2 employee. That keeps the relationship an attorney-client engagement rather than an employment one, which is what preserves privilege and keeps malpractice coverage where it belongs. The agreement should say this plainly.
Yes. A fractional GC is your company’s lawyer, and communications made for the purpose of legal advice are privileged the same way they would be with any counsel. The practical caveat is the same one in-house lawyers live with: privilege protects legal advice, not business advice, and a GC who gives both should keep the two legible, in how meetings are framed and how advice is documented.
The company should. Contract templates, policies, board materials, and the legal infrastructure built during the engagement belong to the client, and the agreement should say so, along with how files transfer if the engagement ends. If an agreement is silent on this, ask why.
You can terminate any attorney engagement. What varies is notice and mechanics: month-to-month arrangements typically require 30 days, and the agreement should spell out the transition, files returned, pending matters handed off, and any wind-down work billed on named terms. A clean exit clause is a sign the engagement was scoped honestly at the start.
The agreement is where the model proves itself. Bring me one and I’ll walk you through it.