Retainer Agreement A Retainer Agreement is used to secure the services of a professional or consultant, specifying the scope of work, retainer fees, and terms of the retainer relationship.
Client hereby engages Attorney to provide and perform legal services and advice as described in this Agreement, and Attorney agrees to provide such services and advice upon the terms and conditions set forth herein.
1.2. Scope of Work
Attorney shall provide Client with legal services as requested by Client from time to time, which may include, without limitation, general consultation and advice, negotiation and drafting of contracts, representation in litigation, arbitration and mediation matters, business transactions, and other legal services required in connection with Client's business operations and affairs (collectively, the "Services").
2.1. Retainer Amount
Client shall pay Attorney a retainer fee of [Retainer Fee Amount] USD (the "Retainer Fee") upon the execution of this Agreement. The Retainer Fee shall be held by Attorney in a separate client trust account and shall be applied to Attorney's fees and costs incurred in connection with the Services as they are earned and incurred.
2.2. Additional Retainer
If, at any time, the Retainer Fee is exhausted, Attorney may request, and Client shall provide, additional retainer funds in an amount agreed upon by both parties. If Client fails to provide additional retainer funds within [Number of days] days of Attorney's request, Attorney may, in its sole discretion, cease performing Services until additional retainer funds are provided or may terminate this Agreement pursuant to Section 8.1.
2.3. Reconciliation of Retainer
Upon the completion of Services or termination of this Agreement, Attorney shall provide Client with a final accounting statement setting forth all fees and costs charged, and the remaining balance, if any, of the Retainer Fee. Any unused portion of the Retainer Fee shall be refunded to Client.
3.1. Billing Statements
Attorney shall provide Client with monthly billing statements itemizing the Services performed and the costs incurred during the preceding month, and the balance remaining in the Retainer. Client shall review each statement and notify Attorney of any disputes within [Number of days] days of receipt. If Client fails to dispute any charge within such time period, the charge shall be deemed accepted by Client.
Attorney's fees and costs shall be paid from the Retainer Fee as they are earned and incurred. If the Retainer Fee or any additional retainer is exhausted, Client shall pay any remaining balance due within [Number of days] days of receipt of the billing statement.
Client shall cooperate fully with Attorney in the performance of the Services, including providing all necessary information and documentation, and making all decisions in a timely manner. Client shall be responsible for the accuracy and completeness of all information provided to Attorney.
Attorney and Client acknowledge and agree that all communications, whether written or oral, between Attorney and Client made in the course of the performance of this Agreement shall be confidential and protected by the attorney-client privilege, unless otherwise agreed in writing by both parties or as required by law.
Attorney and Client agree that Attorney is an independent contractor and not an employee of Client. Neither party shall have the authority to bind the other except as expressly provided for in this Agreement.
Client agrees to indemnify and hold harmless Attorney from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses, including reasonable attorney's fees, arising from or in connection with Client's breach of this Agreement, misrepresentation or other conduct, except for claims resulting from Attorney's gross negligence or willful misconduct.
8.1. Termination for Convenience
Either party may terminate this Agreement at any time and for any reason upon written notice to the other party. Upon termination, Attorney shall cease performing Services, and Client shall pay all fees and costs incurred up to the date of termination.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Governing State]. Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only in writing and signed by both parties.
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In this Retainer Agreement, you will see the following sections:
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