Partner CAM audit engagement letter with liability limits
Do not start a paid CAM audit from a handshake and a document list.
The client needs to know what you will review. They need to know what you will not review. They need to know what documents to provide. And they need to know when the matter moves to counsel.
Use this page as sample scope language. Have your attorney adapt it before you use it with clients.
What the engagement letter must do
A CAM audit engagement letter has one job:
It keeps the review from becoming open-ended work.
The letter should answer seven questions:
- What property and years are in scope?
- What documents will be reviewed?
- What will the partner deliver?
- What is outside scope?
- What must the client do?
- When does legal counsel step in?
- What triggers extra fees?
If the letter does not answer those questions, the partner is selling a vague service.
Sample opening scope
Use plain language. The client should understand the work without knowing CAM terms.
Sample language:
"You have asked us to review the common area maintenance, tax, insurance, utility, or operating expense charges billed for the property listed below. We will compare the lease documents and landlord statements you provide against the charge categories and calculations shown in those statements. The goal is to identify items that may need correction, backup, or further review."
This keeps the promise narrow. It says review. It does not promise a refund.
Property and year scope
Name the exact file.
| Field |
Fill in |
| Client legal name |
|
| Property address |
|
| Suite or unit |
|
| Lease date |
|
| Amendments included |
|
| Years in scope |
|
| Statements in scope |
|
| Locations included |
|
Sample language:
"This engagement covers only the property, lease documents, amendments, and reconciliation years listed above. Any added property, added year, added lease document set, or added landlord response is outside this scope unless we agree to it in writing."
Documents the client must provide
The partner cannot review what the client does not provide.
Sample language:
"Our review depends on the documents you provide. You are responsible for giving us complete and accurate copies of the lease, amendments, CAM reconciliation statements, tax statements, insurance statements, rent ledger, invoices, and landlord backup available to you. If documents are missing or incomplete, our findings may be limited."
Use a simple list in the letter:
- Lease
- Amendments
- Current CAM statement
- Prior-year CAM statements in scope
- Tax statement, if billed separately
- Insurance statement, if billed separately
- Utility statement, if billed separately
- Rent ledger or invoice history
- Landlord backup already received
If the client cannot provide the lease or current statement, pause the engagement.
Deliverables
Be clear about what the client receives.
Sample language:
"At the end of the review, we will provide a written findings packet. The packet may include reviewed charge categories, source document references, lease section references, estimated billing differences where supported, open backup requests, and recommended next steps for client review."
Optional findings call language:
"We will hold one findings call of up to 45 minutes to walk through the packet and answer factual questions about the review."
Keep the call limit in the letter. Otherwise one findings call can become weeks of unpaid support.
What is out of scope
This section matters most.
Sample language:
"This engagement does not include legal advice, legal demand letters, audit-rights notices, rent withholding advice, litigation support, expert testimony, landlord negotiation, lease renewal strategy, or representation in any dispute. If you need those services, you should consult a licensed real estate attorney."
Add this sentence:
"We do not make legal conclusions about whether the landlord breached the lease or violated state law."
That line protects the partner when the client wants stronger language than the review supports.
Client duties
The client still owns the business decision.
Sample language:
"You are responsible for reviewing our findings, confirming business facts we cannot know, deciding whether to contact the landlord, approving any communication to the landlord, and involving counsel when legal rights or dispute strategy are at issue."
The client should also agree not to edit findings into legal claims without review.
Sample language:
"You should not use, edit, or forward the findings as a legal demand without review by your attorney."
Legal boundary language
Use the same boundary every time.
Sample language:
"We provide a financial and document review. We are not a law firm. Nothing in this engagement is legal advice. We do not advise on rights, remedies, rent withholding, default, litigation, or legal strategy. A licensed attorney should review any rights-sensitive communication before it is sent."
This is not fancy. That is the point.
It is easy for the client to understand.
Liability limit language
Have counsel adapt this section for your firm.
Sample language:
"To the fullest extent allowed by law, our liability for claims arising from this engagement is limited to the fees paid for this engagement. We are not responsible for indirect, special, lost-profit, consequential, or punitive damages."
Add a document-limit sentence:
"We are not responsible for errors caused by missing, incomplete, inaccurate, or late documents provided by the client, landlord, property manager, or any third party."
Add a timing sentence:
"We are not responsible for missed lease deadlines, audit-rights deadlines, dispute deadlines, or legal notice deadlines unless deadline tracking is expressly included in writing."
That last sentence is important. CAM audit rights can expire fast.
Change-order triggers
Put this in the letter before the client asks for more.
Sample language:
"Work outside the scope above requires a written change order. Out-of-scope work includes added locations, added years, added lease documents, added statement review, landlord response review, attorney coordination, extra findings calls, revised reports, or support after delivery."
Use a short table:
| Trigger |
Change-order reason |
| Added location |
New lease and statement set |
| Added year |
New reconciliation period |
| Missing amendment appears later |
Findings may need review again |
| Landlord sends backup |
New documents need review |
| Client asks for dispute support |
Legal and follow-up scope may change |
| Extra findings call |
More partner time |
This table helps the partner price follow-up work without sounding harsh.
Payment language
Keep payment terms simple.
Sample language:
"The engagement fee is due before review begins unless otherwise stated in writing. Work starts after payment and document intake are complete."
If you bill in stages, say so:
"If this engagement is billed in stages, the document review stage starts after the initial payment. Delivery occurs after the final payment is received."
Do not tie payment to recovery.
Full sample clause set
Use this as a starting point:
"We will review the lease documents, amendments, landlord statements, and backup you provide for the property and years listed in this agreement. We will use CAMAudit and our professional review process to identify charges that may need correction, backup, or further review. We will deliver a written findings packet and one findings call unless a different deliverable is listed above.
This engagement is a financial and document review. It is not legal advice. We do not prepare legal demands, advise on rights or remedies, advise on rent withholding, represent you in a dispute, or negotiate with the landlord unless that work is separately agreed in writing. You should consult a licensed real estate attorney before sending any rights-sensitive notice or legal demand.
Our review depends on complete and accurate documents from you. Missing or incomplete documents may limit the findings. Added locations, added years, landlord follow-up, extra calls, revised reports, attorney coordination, or dispute support require a written change order.
To the fullest extent allowed by law, our liability for claims arising from this engagement is limited to the fees paid for this engagement. We are not responsible for indirect, special, lost-profit, consequential, or punitive damages. We are not responsible for missed lease, audit-rights, dispute, or legal notice deadlines unless deadline tracking is expressly included in this engagement."
Final check before sending
Before you send an engagement letter, confirm these items:
| Check |
Done |
| Property and years are named |
|
| Documents required from the client are listed |
|
| Deliverables are clear |
|
| Findings call limit is stated |
|
| Legal advice is excluded |
|
| Landlord negotiation is excluded unless separately scoped |
|
| Client duties are listed |
|
| Liability limit is reviewed by counsel |
|
| Change-order triggers are listed |
|
| Payment terms are clear |
|
The point is not to make the letter long.
The point is to make the work clear before the client pays.