WASHINGTON – The basis of an agreement between America and Iraq’s newly elected government regarding the status of American troops in Iraq may lie in a year-old memo prepared by a law firm here.

The January 14, 2004, memo titled “Status of Forces Agreement with the United States,” prepared by the law firm of Shea & Gardner for the Iraqi Governing Council, recommends Iraq grant the American military “broad latitude” for a brief duration with a clause to reassess the terms in light of the future security situation. It also puts forth America’s postwar agreement with Japan as a model for the one that will be signed between the U.S. and Iraq. Japanese jurisdiction over American forces that have committed crimes in Okinawa has been a source of strain in America’s relationship with Japan in recent years.

The document says that Washington “insists on retaining primary jurisdiction” over criminal offenses American forces commit in “carrying out their official duties,” an issue that is likely to be a top concern to the new government in light of the prisoner abuse scandal at Abu Ghraib. It also says many details of these kinds of arrangements are often hammered out in joint implementation committees and left out of formal agreements.

The 34-page memo says the Iraqi negotiators should expect America to insist on a clause guaranteeing American personnel immunity from the International Criminal Court. The Bush administration has negotiated a similar kind of agreement with more than 60 nations since 2002.

Shea & Gardner represented the Iraqi National Congress in the late 1990s in its legal challenge to the Immigration and Naturalization Service over the status of their fighters evacuated from northern Iraq in 1996. A former CIA director, James Woolsey, was a lead attorney on that case when he was a partner at the firm. The memo was requested by the Iraqi Governing Council when the White House was considering launching negotiation over a formal agreement on the presence of 150,000 U.S. troops in Iraq.

Iraq’s Election Commission is currently counting votes cast Sunday for a transitional assembly that will replace the interim government headed by Ayad Allawi. Early statements from leaders running on the largely Shiite list of candidates, the United Iraqi Alliance, say their voting bloc will control slightly less than half of the 275 seats in the new assembly; early estimates suggest the Kurdish slate will control 85 seats.

The platform of the United Iraqi Alliance pledges that a new transitional Iraqi government will negotiate the terms of the American military’s presence in the country. Earlier statements from Shiite leaders were more pointed, saying the new government would insist on a final date for the withdrawal of American forces. President Bush has said he would withdraw troops if asked but that he doubts such a request will be made.

A former counselor to Mr. Allawi and the former chief administrator of the criminal tribunal for Saddam Hussein, Salem Chalabi, told The New York Sun yesterday that he expected the Shea & Gardner memo to be one basis for the new Iraqi government to develop its negotiating position with America. “It was a useful memo to begin the negotiations,” he said yesterday. “At the time we looked at a number of these status of forces agreements.”

The memo was originally prepared when America was considering drafting a status of forces agreement, or SOFA, with the unelected Iraqi Governing Council. That process was scuttled by last March after the White House determined it was unwise to sign such an accord with an unelected body. Instead, American officials have said that U.N. Resolution 1546 gives the multinational forces a broad mandate to assist with the transition to Iraqi sovereignty that is scheduled to be complete in December when Iraqis are supposed to elect an executive government.

“The interim government, because it was an appointed one, had very limited powers,” a senior adviser for national security and defense to the coalition provisional authority, David Gompert, told the Sun yesterday. “That was by preference of many Iraqis. Because of that there were questions about whether the interim government could enter in an agreement and there were questions about whether any agreement it entered into would last once the transitional government came into power.”

Mr. Gompert said there was an agreement with many Iraqi leaders that it was inappropriate to draw up the terms of the military occupation in Iraq with a temporary and unelected government. But Mr. Chalabi said the absence of a SOFA allowed the Coalition Provisional Authority to issue a very broad order giving immunity to both American soldiers and security contractors from Iraqi laws. Under order no. 17, American security contractors could not even be sued by Iraqis in their courts. “This will likely be renegotiated,” Mr. Chalabi said.

Mr. Chalabi’s uncle, Ahmad Chalabi, a leading member of the United Iraqi Alliance, has said negotiating a SOFA would be a high priority for the new government in recent interviews with the English-language press.

By contrast, in a February 1 interview in the Financial Times, a leader of the Kurdistan Democratic Party, Hoshyar Zebari, said that U.N. Resolution 1546 gives a mandate for coalition forces to stay at least until December of this year. “Then it would be up to the government to decide whether to reach a status-of-forces agreement, as many countries have done, or to say, thank you very much [goodbye],” he said.