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What is Retainer Agreement?
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.
Sample template:
RETAINER AGREEMENT
This Retainer Agreement (the "Agreement") is entered into as of [Effective Date] ("Effective Date") by and between [Client Name], located at [Client Address] ("Client") and Gregory S. Mitchell, located at [Attorney Address] ("Attorney").
1. SCOPE OF SERVICES
1.1. Engagement
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. RETAINER FEES
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. BILLING AND PAYMENT
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.
3.2. Payment
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.
4. CLIENT RESPONSIBILITIES
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.
5. ATTORNEY-CLIENT PRIVILEGE
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.
6. INDEPENDENT CONTRACTOR RELATIONSHIP
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.
7. INDEMNIFICATION
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. TERMINATION
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.
9. GOVERNING LAW AND DISPUTE RESOLUTION
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.
10. ENTIRE AGREEMENT; AMENDMENT
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.
IN WITNESS WHEREOF, the parties have executed this Retainer Agreement as of the Effective Date.
_________________________ __________________________
[Client Name] Gregory S. Mitchell
Client Attorney
Sections of a Retainer Agreement
In this Retainer Agreement, you will see the following sections:
- Scope of Services
- Retainer Fees
- Billing and Payment
- Client Responsibilities
- Attorney-Client Privilege
- Independent Contractor Relationship
- Indemnification
- Termination
- Governing Law and Dispute Resolution
- Entire Agreement; Amendment
Going indepth - Analysis of each section:
- Scope of Services : This section outlines the legal services the attorney will provide to the client, such as consultation, contract drafting, and representation in legal matters. It's like a menu of services the attorney offers to help the client with their legal needs.
- Retainer Fees : This part explains the initial payment the client makes to the attorney, called the retainer fee. It's like a deposit that the attorney will use to cover their fees and costs as they work on the client's case. If the retainer runs out, the attorney can ask for more money, and the client must provide it.
- Billing and Payment : This section describes how the attorney will bill the client for their services and how the client should pay. The attorney will send monthly statements, and the client has a certain number of days to dispute any charges. It's like getting a monthly phone bill that you need to review and pay.
- Client Responsibilities : This part lists the client's duties, such as providing necessary information and making timely decisions. It's like a reminder that the client needs to be an active participant in their legal matters and work closely with the attorney.
- Attorney-Client Privilege : This section states that all communications between the attorney and client are confidential and protected by attorney-client privilege. It's like having a secret code between the attorney and client that no one else can access, unless both parties agree or the law requires it.
- Independent Contractor Relationship : This part clarifies that the attorney is not an employee of the client but an independent contractor. Neither party can make decisions for the other, except as stated in the agreement. It's like hiring a plumber to fix a leak; they're not your employee, but they're responsible for doing the job you hired them for.
- Indemnification : This section states that the client will protect the attorney from any claims, damages, or expenses resulting from the client's actions, except for cases where the attorney is grossly negligent or engages in willful misconduct. It's like a safety net for the attorney in case the client causes any legal issues.
- Termination : This part explains how either party can end the agreement by giving written notice. If the agreement is terminated, the client must pay for any work done up to that point. It's like a cancellation policy for a service contract.
- Governing Law and Dispute Resolution : This section states that the agreement is governed by specific laws and that any disputes will be resolved through arbitration. It's like setting the rules for how any disagreements will be handled and which rulebook to follow.
- Entire Agreement; Amendment : This part states that the agreement is the complete understanding between the parties and can only be changed in writing with both parties' signatures. It's like saying this document is the final word on the attorney-client relationship, and any changes must be agreed upon by both sides.
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