What is the difference between a lawyer and a paralegal in Canada for retainer purposes?

In Canada, the distinction varies by province. In Ontario, the Law Society of Ontario licences both lawyers (called barristers and solicitors) and paralegals as separate classes of legal professionals. Licensed paralegals can represent clients in Small Claims Court, before certain tribunals, and in provincial offences matters, and they use retainer agreements similar to those used by lawyers. In other provinces, paralegals are not independently regulated and typically work under a lawyer's supervision. When retaining a paralegal in Ontario, the retainer agreement should reference the Law Society of Ontario's Paralegal Rules of Conduct rather than the Rules of Professional Conduct for lawyers. The paralegal's hourly rate is typically lower than a lawyer's, and the scope of services they can provide is more limited.

What provincial law society rules govern retainer agreements in Canada?

Each province has its own law society with specific rules governing retainer agreements. The Law Society of Ontario requires a written retainer agreement for virtually all engagements under its Rules of Professional Conduct (Rule 3.6). The Law Society of British Columbia requires lawyers to provide a written engagement letter setting out fees and disbursements. The Law Society of Alberta mandates written fee agreements under the Code of Conduct. The Federation of Law Societies of Canada has developed the Model Code of Professional Conduct, which most provinces have adopted in substance. All provincial law societies require lawyers to hold retainer funds in trust, provide itemized accounts, and refund unused retainer amounts upon termination of the engagement. Under Canada law, Common law of contract, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Canada Business Corporations Act (R.S.C. 1985, c. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.

Are legal fees subject to GST/HST in Canada?

Yes, legal fees are subject to GST (5%) or HST (13% in Ontario, 15% in Atlantic provinces) in all Canadian provinces and territories. Legal services are not exempt under the Excise Tax Act (R.S.C. 1985, c. E-15). The applicable tax rate depends on the province where the legal services are supplied (place of supply rules), not where the lawyer is located. Lawyers must be registered for GST/HST if their annual taxable revenues exceed $30,000 and must include their registration number on all accounts. In Quebec, legal fees are subject to GST (5%) plus QST (9.975%). In British Columbia, Saskatchewan, and Manitoba, legal fees are subject to GST (5%) plus provincial sales tax (PST). Disbursements may also attract GST/HST depending on the nature of the expense. Under Canada law, Common law of contract, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Canada Business Corporations Act (R.S.C. 1985, c. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.

Can a client have a lawyer's account assessed in Canada?

Yes, in all Canadian provinces, a client has the statutory right to have a lawyer's account assessed (also called taxed or reviewed) by a court assessment officer. In Ontario, under the Solicitors Act (R.S.O. 1990, c. S.15), a client may apply to have the account assessed within one month of delivery. The assessment officer reviews the account to determine whether the fees charged are fair and reasonable. In British Columbia, the Legal Profession Act provides a similar process. The assessment is an important consumer protection that ensures lawyers do not overcharge their clients. The right to assessment should be disclosed in the retainer agreement. Under Canada law, Common law of contract, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Canada Business Corporations Act (R.S.C. 1985, c. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.

How does PIPEDA affect the lawyer-client relationship?

The Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5) applies to the collection, use, and disclosure of personal information in the course of commercial activities. While solicitor-client privilege provides strong confidentiality protections, lawyers must also comply with PIPEDA when collecting and storing client information. This means obtaining the client's consent for the collection of personal information, using the information only for the purposes for which it was collected, implementing reasonable security measures to protect the information, and providing the client with access to their personal information upon request. Some provinces (Alberta, British Columbia, Quebec) have their own substantially similar privacy legislation that may apply instead of PIPEDA.

Retainer Agreement (Canada)

Retainer Agreement

This Retainer Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

[Lawyer Name] (Law Society No. [Law Society Number]), of [Firm Name], with offices at [Firm Address], [Firm City], [Firm Province] [Firm Postal Code], Canada, phone: [Firm Phone], email: [Firm Email] (hereinafter referred to as the "Lawyer"); and

[Client Name], with an address at [Client Address], [Client City], [Client Province] [Client Postal Code], Canada, phone: [Client Phone], email: [Client Email] (hereinafter referred to as the "Client").

The Lawyer and the Client are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS the Client desires to retain the Lawyer to provide legal services as described herein;

WHEREAS the Lawyer is a member in good standing of the Law Society of [Firm Province], Law Society No. [Law Society Number], and is duly licensed to practise law;

WHEREAS the Parties wish to set forth the terms and conditions under which the Lawyer will provide legal services to the Client;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF LEGAL SERVICES

1.1. The Client retains the Lawyer to provide the following [Matter Type] legal services (the "Services"):

[Scope Description]

1.2. The Lawyer shall perform the Services in accordance with the applicable rules of professional conduct, including the Rules of Professional Conduct of the Law Society of [Governing Province] and the Federation of Law Societies of Canada’s Model Code of Professional Conduct.

1.3. The scope of representation is limited to the matter described above. Any additional legal matters require a separate written agreement or an amendment to this Agreement.

2. RETAINER FEE AND PAYMENT

2.1. Upon execution of this Agreement, the Client shall pay an initial retainer fee of CAD $[Retainer Amount] (the "Retainer"). The Retainer shall be deposited into the Lawyer’s trust account in accordance with the trust account rules of the Law Society of [Firm Province] and applicable provincial legislation.

2.2. The Retainer is not a flat fee. The Lawyer will draw from the Retainer as fees are earned and disbursements are incurred. The Client will receive itemized accounts showing all deductions from the Retainer.

2.3. If the Retainer is depleted before the Services are completed, the Client agrees to replenish the Retainer to its original amount upon written request from the Lawyer.

2.4. Any unused portion of the Retainer shall be refunded to the Client within thirty (30) days of the conclusion or termination of the representation, in accordance with the Law Society’s trust account rules.

2.5. Payment method: [Payment Method].

3. BILLING AND INVOICING

3.1. The Lawyer’s standard hourly rate is CAD $[Hourly Rate] per hour. Time shall be recorded in increments of one-tenth (1/10) of an hour (six-minute intervals).

3.2. The Lawyer shall issue itemized accounts to the Client on a [Billing Frequency] basis. Each account shall describe the Services performed, the time spent, and any disbursements incurred.

3.3. All fees are subject to [Applicable Tax] as required by the Excise Tax Act (R.S.C. 1985, c. E-15). The Lawyer shall include their GST/HST registration number on all accounts.

3.4. Payment of amounts in excess of the Retainer balance is due within [Payment Due Days] days of the account date.

3.5. The Client has the right to have the Lawyer’s account assessed (taxed) by a court official under the applicable provincial solicitor-client assessment process.

4. CLIENT’S RIGHTS AND RESPONSIBILITIES

4.1. The Client has the right to terminate this Agreement at any time, with or without cause, subject to the termination provisions in Section 7.

4.2. The Client shall provide the Lawyer with all information, documents, and cooperation reasonably necessary for the performance of the Services.

4.3. The Client shall respond to the Lawyer’s requests for information and decision-making in a timely manner. The Lawyer is not responsible for delays resulting from the Client’s failure to respond.

4.4. The Client retains the ultimate authority to make all decisions regarding the objectives of the representation, including whether to accept a settlement offer.

4.5. The Client has the right to request a detailed account at any time and to have the Lawyer’s account assessed by a court assessment officer.

5. LAWYER’S DUTIES

5.1. Competence: The Lawyer shall provide competent representation to the Client, applying the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation, as required by the applicable rules of professional conduct.

5.2. Communication: The Lawyer shall keep the Client reasonably informed about the status of the matter and shall promptly comply with reasonable requests for information.

5.3. Confidentiality: The Lawyer shall maintain solicitor-client privilege and shall not disclose any information relating to the representation of the Client unless the Client gives informed consent, the disclosure is impliedly authorized, or the disclosure is required or permitted by law or the applicable rules of professional conduct.

5.4. Diligence: The Lawyer shall act with reasonable diligence and promptness in representing the Client.

5.5. The Lawyer’s fees shall be fair and reasonable, in compliance with the Rules of Professional Conduct of the Law Society of [Governing Province] and the Federation of Law Societies of Canada’s Model Code of Professional Conduct.

5.6. The Lawyer shall comply with all obligations under the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5) and any applicable provincial privacy legislation with respect to the Client’s personal information.

6. TERMINATION

6.1. The Client may terminate this Agreement at any time by providing [Termination Notice Days] days’ written notice to the Lawyer.

6.2. The Lawyer may withdraw from the representation upon reasonable notice to the Client and with leave of the court (if required), subject to the rules of professional conduct governing withdrawal.

6.3. Additional termination conditions: [Termination Conditions]

6.4. Upon termination, the Lawyer shall: (a) return all of the Client’s documents, files, and property; (b) refund any unused portion of the Retainer within thirty (30) days in accordance with the Law Society’s trust account rules; and (c) take such steps as are reasonably practicable to protect the Client’s interests, including providing reasonable notice, allowing time for engagement of other counsel, and surrendering papers and property to which the Client is entitled.

6.5. The Client remains responsible for all fees earned and disbursements incurred prior to the effective date of termination.

7. DISPUTE RESOLUTION

7.1. Any dispute arising out of or relating to this Agreement, including disputes regarding the amount of fees or disbursements, shall first be submitted to [Dispute Method].

7.2. If [Dispute Method] does not resolve the dispute within sixty (60) days, either Party may pursue any remedies available at law or in equity before the courts of competent jurisdiction in the Province of [Governing Province].

7.3. The Client may also file a complaint with the Law Society of [Governing Province] regarding any conduct by the Lawyer that the Client believes violates the Rules of Professional Conduct.

7.4. Nothing in this Section limits the Client’s right to have the Lawyer’s account assessed by a court assessment officer under the applicable provincial legislation.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of [Governing Province] and the applicable federal laws of Canada. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of [Governing Province].

9. GENERAL PROVISIONS

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written.

9.2. Amendment: This Agreement may only be amended by a written instrument signed by both Parties.

9.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4. No Guarantee of Outcome: The Client acknowledges that the Lawyer has made no promises or guarantees regarding the outcome of the legal matter. Any expressions regarding the likely outcome are the Lawyer’s professional opinion only and do not constitute a guarantee.

9.5. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party.

9.6. Notices: All notices under this Agreement shall be in writing and delivered personally, by registered mail, or by email to the addresses specified herein.

9.7. Waiver: The failure of any Party to enforce a provision of this Agreement shall not constitute a waiver of that Party’s right to enforce that provision in the future.

9.8. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

9.9. Consumer Protection: Where the Client is a consumer, this Agreement is subject to the applicable provincial consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario), the Business Practices and Consumer Protection Act (British Columbia), or the Consumer Protection Act (Quebec).

IN WITNESS WHEREOF, the Parties have executed this Retainer Agreement as of the date first written above.

LAWYER

Name: [Lawyer Name]

Firm: [Firm Name]

Law Society No.: [Law Society Number]

Date: [Lawyer Sign Date]

Signature: ____________________________

CLIENT

Name: [Client Name]

Date: [Client Sign Date]

Signature: ____________________________

The Lawyer

________________

Signature

The Client

________________

Signature

Maintained by Vladislav Sergienko, Founder·Template last modified: 2026-06-23·Report an error

What Is a Retainer Agreement (Canada)?

A Retainer Agreement in Canada sets the scope of work and the retainer fee a client pays to secure a provider’s ongoing availability, governed primarily by common-law contract principles.

Retainer agreements in Canada are governed by the rules of professional conduct of each provincial and territorial law society. The Federation of Law Societies of Canada has developed the Model Code of Professional Conduct, which has been adopted in substance by most common law provinces. The Model Code requires lawyers to clearly state the basis for their fees and disbursements, provide this information in writing, and confirm the client understands the financial terms before work begins. In Ontario, the Law Society of Ontario's Rules of Professional Conduct (Rule 3.6) require a written retainer agreement for virtually all engagements, including specific disclosure about how fees are calculated, the expected range of fees, and the client's right to have an account assessed.

The retainer fee is deposited into the lawyer's trust account, which is strictly regulated by provincial law society rules. In Ontario, the Law Society Act (R.S.O. 1990, c. L.8) and its regulations govern trust accounts. In British Columbia, the Legal Profession Act (S.B.C. 1998, c. 9) and the Law Society Rules provide the framework. The lawyer may only withdraw funds from the trust account after the services have been rendered and an account has been delivered to the client. Trust account violations are among the most serious disciplinary matters a lawyer can face and frequently result in suspension or disbarment.

The legal framework governing the Retainer Agreement (Canada) in Canada draws on several key statutes and regulatory bodies. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Parties executing a Retainer Agreement (Canada) in Canada should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Common law of contract sets the foundational requirements.

When Do You Need a Retainer Agreement (Canada)?

A Retainer Agreement should be executed at the beginning of any lawyer-client relationship in Canada where legal services will be provided over time or where the scope and cost of the representation are uncertain. The most common scenarios include retaining a lawyer for civil litigation in provincial superior courts or the Federal Court, criminal defence matters in provincial courts or the Court of Queen's Bench, family law proceedings (divorce, custody, support, property division under the Divorce Act or provincial family law legislation), estate planning and probate, real property transactions and land title registration, corporate formation and governance under the Canada Business Corporations Act or provincial legislation, immigration proceedings before the Immigration and Refugee Board, and ongoing general counsel advisory relationships.

A written retainer agreement is particularly critical in several situations under Canadian law. First, when the engagement involves a substantial retainer deposit, the agreement documents the amount, the trust account handling in accordance with provincial law society rules, and the refund terms. Second, when multiple lawyers, articling students, or paralegals will work on the matter at different billing rates, the agreement should list each professional and their rate. Third, when the client is a business entity, the agreement should clarify who within the organization has authority to provide instructions.

All provincial law societies strongly encourage or require written retainer agreements, and the failure to use one can result in disciplinary consequences. The Law Society of Ontario, for example, treats the absence of a written retainer agreement as a factor in fee dispute complaints and may reduce the lawyer's fees as a result.

Parties in Canada should prepare a Retainer Agreement (Canada) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

What to Include in Your Retainer Agreement (Canada)

A thorough Canadian Retainer Agreement must address several critical components. First, the scope of services must precisely describe what legal work is covered and what falls outside the scope. The agreement should reference the specific legal matter, the court or tribunal involved, and the stages of the proceeding covered.

Second, the fee structure must clearly state the retainer amount in Canadian dollars, the hourly rate for each lawyer or legal professional who may work on the matter, the billing increment (typically six-minute intervals), and how the retainer will be applied against earned fees. The agreement should distinguish between an advance retainer (held in trust and drawn down as earned) and a true retainer (a fixed fee for availability), as the trust account treatment differs.

Third, billing and payment terms should specify the frequency of accounts, the payment due date (typically Net 30 in Canada), applicable taxes (GST/HST/PST/QST depending on the province), accepted payment methods, and any interest on overdue amounts, which must comply with section 347 of the Criminal Code of Canada (effective annual rate cannot exceed 35%). The agreement should inform the client of their right to have the account assessed by a court assessment officer.

Fourth, trust account provisions must explain that the retainer will be held in the lawyer's trust account in accordance with the applicable law society rules and that funds will only be withdrawn after an account is rendered. Fifth, disbursement provisions should identify which costs the client will reimburse (court filing fees, examination for discovery transcripts, expert reports, travel) and any pre-approval requirements.

Sixth, termination provisions must address the client's right to terminate at any time, the lawyer's right to withdraw in accordance with the applicable rules of professional conduct, the notice period, the obligation to return files, and the timeline for refunding unused trust funds. Seventh, the agreement should address privacy obligations under PIPEDA and applicable provincial privacy legislation. Finally, the agreement should include a no-guarantee-of-outcome disclaimer, a dispute resolution clause, and governing law provisions specifying which province's laws apply.

Additional compliance elements for a Retainer Agreement (Canada) used in Canada include: Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), Corporations Canada maintains the federal registry. Section 12 of the CBCA governs corporate name requirements. The Competition Bureau enforces the Competition Act (R.S.C. 1985, c. C-34). Provincial securities commissions — including the Ontario Securities Commission (OSC) and British Columbia Securities Commission (BCSC) — regulate capital markets. The Federal Court of Canada has jurisdiction under the Federal Courts Act. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.

Sources & Citations

Statutory citations link to official government sources.

R.S.C. 1985, c. C-44CA official
R.S.C. 1985, c. C-34CA official

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Reference this free template in an article, syllabus, or research note:

APA

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BibTeX

@misc{formslegal-retainer-agreement-canada,
  author       = {{Forms Legal}},
  title        = {Retainer Agreement (Canada) (Canada)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/canada/business/contracts/retainer-agreement-canada}},
  note         = {Free legal document template. Based on Common law of contract}
}

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Frequently Asked Questions

Based on Common law of contract — Template last modified June 2026

This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

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