Retainer Agreement
This Retainer Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:
[Attorney Name] (Bar No. [Bar Number]), of [Firm Name], with offices at [Firm Address], [Firm City], [Firm State] [Firm ZIP], phone: [Firm Phone], email: [Firm Email] (hereinafter referred to as the "Attorney"); and
[Client Name], with an address at [Client Address], [Client City], [Client State] [Client ZIP], phone: [Client Phone], email: [Client Email] (hereinafter referred to as the "Client").
The Attorney and the Client are collectively referred to as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Client desires to retain the Attorney to provide legal services as described herein;
WHEREAS, the Attorney is duly licensed to practice law and is a member in good standing of the State Bar of [Firm State], Bar No. [Bar Number];
WHEREAS, the Parties wish to set forth the terms and conditions under which the Attorney 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 Attorney to provide the following [Matter Type] legal services (the "Services"):
[Scope Description]
1.2. The Attorney shall perform the Services in accordance with the applicable rules of professional conduct, including the ABA Model Rules of Professional Conduct and the rules adopted by the State Bar of [Governing Law].
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 $[Retainer Amount] (the "Retainer"). The Retainer shall be deposited into the Attorney’s Interest on Lawyers’ Trust Account (IOLTA) in accordance with the applicable state trust account rules.
2.2. The Retainer is not a flat fee. The Attorney will draw from the Retainer as fees are earned and expenses are incurred. The Client will receive itemized billing statements 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 Attorney.
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.
2.5. Payment method: [Payment Method].
3. BILLING AND INVOICING
3.1. The Attorney’s standard hourly rate is $[Hourly Rate] per hour. Time shall be recorded in increments of one-tenth (1/10) of an hour (six-minute intervals).
3.2. The Attorney shall issue itemized billing statements to the Client on a [Billing Frequency] basis. Each statement shall describe the Services performed, the time spent, and any expenses incurred.
3.3. Payment of amounts in excess of the Retainer balance is due within [Payment Due Days] days of the invoice date.
3.4. The Client has the right to dispute any charge on a billing statement by providing written notice to the Attorney within thirty (30) days of receipt. Undisputed amounts remain due as provided.
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 Attorney with all information, documents, and cooperation reasonably necessary for the performance of the Services.
4.3. The Client shall respond to the Attorney’s requests for information and decision-making in a timely manner. The Attorney 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.
5. ATTORNEY’S DUTIES
5.1. Competence: The Attorney shall provide competent representation to the Client, applying the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation, as required by ABA Model Rule 1.1.
5.2. Communication: The Attorney shall keep the Client reasonably informed about the status of the matter and shall promptly comply with reasonable requests for information, as required by ABA Model Rule 1.4.
5.3. Confidentiality: The Attorney shall not reveal information relating to the representation of the Client unless the Client gives informed consent, the disclosure is impliedly authorized, or the disclosure is permitted by an exception under ABA Model Rule 1.6.
5.4. Diligence: The Attorney shall act with reasonable diligence and promptness in representing the Client, as required by ABA Model Rule 1.3.
5.5. Fees: The Attorney’s fees shall be reasonable and in compliance with ABA Model Rule 1.5 and applicable state rules regarding attorney fees.
6. TERMINATION
6.1. The Client may terminate this Agreement at any time by providing [Termination Notice Days] days’ written notice to the Attorney.
6.2. The Attorney 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, including ABA Model Rule 1.16.
6.3. Additional termination conditions: [Termination Conditions]
6.4. Upon termination, the Attorney shall: (a) return all of the Client’s documents, files, and property; (b) refund any unused portion of the Retainer within thirty (30) days; and (c) take such steps as are reasonably practicable to protect the Client’s interests, including providing reasonable notice, allowing time for employment 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 expenses 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 expenses, 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 State of [Governing Law].
7.3. The Client may also file a complaint with the applicable state bar disciplinary authority regarding any conduct by the Attorney that the Client believes violates the rules of professional conduct.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law] and the rules of professional conduct adopted by the State Bar of [Governing Law]. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the State of [Governing Law] for any action arising out of or relating to this Agreement.
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 Attorney has made no promises or guarantees regarding the outcome of the legal matter. Any expressions regarding the likely outcome are the Attorney’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 certified mail (return receipt requested), 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.
IN WITNESS WHEREOF, the Parties have executed this Retainer Agreement as of the Effective Date.
ATTORNEY
Name: [Attorney Name]
Firm: [Firm Name]
Bar No.: [Bar Number]
Date: [Attorney Sign Date]
Signature: ____________________________
CLIENT
Name: [Client Name]
Date: [Client Sign Date]
Signature: ____________________________
The Attorney
________________
Signature
The Client
________________
Signature
What Is a Retainer Agreement?
A Retainer Agreement in the United States governs the relationship between the parties by fixing what each must do.
Retainer agreements are governed by the ABA Model Rules of Professional Conduct, which have been adopted in some form by every U.S. state. Rule 1.5 requires that the basis or rate of the fee and expenses be communicated to the client, preferably in writing, before or within a reasonable time after commencing the representation. Many states go further and mandate written fee agreements for all engagements or for specific types of fee arrangements, such as contingency fees.
The retainer fee itself is typically deposited into the attorney's Interest on Lawyers' Trust Account (IOLTA), a special account required by state bar rules for holding client funds. Under ABA Model Rule 1.15, attorneys must keep client funds separate from their own operating funds and may only withdraw money from the trust account as fees are earned. The trust account rules are strictly enforced, and violations can result in suspension or disbarment. This mechanism protects the client because the funds remain the client's property until the attorney has performed the work and issued an itemized billing statement justifying the withdrawal.
When Do You Need a Retainer Agreement?
A Retainer Agreement should be executed at the beginning of any attorney-client relationship 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 an attorney for civil litigation (breach of contract, personal injury, employment disputes), criminal defence, family law matters (divorce, custody, support), estate planning and probate, real estate transactions, corporate formation and governance, immigration proceedings, and ongoing general counsel advisory relationships.
A written retainer agreement is particularly critical in several situations. First, when the representation involves a substantial retainer deposit, the agreement documents the amount, the trust account handling, and the refund terms. Second, when multiple attorneys 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 and make decisions on behalf of the entity.
The absence of a written retainer agreement creates significant risk for both parties. Without documented terms, fee disputes are difficult to resolve and may result in the attorney losing the right to collect fees entirely. State bar disciplinary authorities frequently cite the lack of written fee agreements as a factor in disciplinary proceedings against attorneys. Furthermore, many malpractice insurance carriers require their insured attorneys to use written retainer agreements as a condition of coverage.
What to Include in Your Retainer Agreement
A complete Retainer Agreement must address several critical components to protect both the attorney and the client. First, the scope of services must precisely describe what legal work is covered by the retainer and what falls outside the scope. This prevents misunderstandings about whether the attorney is handling all of the client's legal needs or only a specific matter.
Second, the fee structure must clearly state the retainer amount, the hourly rate (with rates for each attorney or paralegal who may work on the matter), the billing increment (typically six-minute intervals), and how the retainer will be applied. The agreement should distinguish between an earned retainer (which becomes the attorney's property upon receipt) and an unearned retainer (which remains in the trust account until earned), as the rules differ significantly.
Third, billing and payment terms should specify the frequency of billing statements, the payment due date, and any interest or late fees on overdue amounts (subject to state usury laws). The client should have the right to dispute charges within a reasonable period.
Fourth, trust account provisions must explain that the retainer will be held in the attorney's IOLTA account, that funds will only be withdrawn as earned, and that the client will receive itemized statements. Fifth, expense and disbursement provisions should identify which costs are included in the hourly rate and which will be billed separately (filing fees, expert witnesses, court reporters, travel).
Sixth, termination provisions must address both the client's right to terminate at any time (which is absolute) and the attorney's right to withdraw under the applicable rules of professional conduct. The agreement should specify the notice period, the obligation to return files, and the timeline for refunding unused retainer funds. Finally, the agreement should include a no-guarantee-of-outcome disclaimer, a dispute resolution clause, and governing law provisions specifying which state's laws and bar rules apply.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Retainer Agreement (United States) [Legal document template]. Forms Legal. https://forms-legal.com/usa/business/contracts/retainer-agreement
"Retainer Agreement (United States)." Forms Legal, 2026, https://forms-legal.com/usa/business/contracts/retainer-agreement.
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title = {Retainer Agreement (United States)},
year = {2026},
howpublished = {\url{https://forms-legal.com/usa/business/contracts/retainer-agreement}},
note = {Free legal document template. Based on ABA Model Rules of Professional Conduct Rule 1.5}
}Also available for these jurisdictions:
Frequently Asked Questions
A Retainer Agreement is legally binding in the United States once the parties capable of contracting sign it with the intent to be bound under ABA Model Rules of Professional Conduct Rule 1.5. American contract law, drawn from the Restatement (Second) of Contracts and each state's common law, recognizes a Retainer Agreement as enforceable when it shows offer, acceptance, consideration, and reasonably definite terms. Courts in the state whose law governs the agreement will hold the parties to its written terms unless a party proves fraud, duress, mistake, unconscionability, or that the subject matter is illegal. A signed Retainer Agreement carries more evidentiary weight than an oral understanding because the writing fixes what each party promised and reduces later disputes over who agreed to what. To strengthen enforceability, the parties should each keep an original signed copy, date their signatures, and complete every blank rather than leaving terms open to interpretation by a judge.
A Retainer Agreement in the United States must satisfy the core elements of a valid contract: mutual assent shown by offer and acceptance, consideration exchanged between the parties, the legal capacity of each signer, and a lawful purpose. The relevant framework is ABA Model Rules of Professional Conduct Rule 1.5 governs how the document is interpreted and enforced. The writing should clearly identify each party by full legal name, describe the rights and obligations of each side, and state the effective date and any term or expiration. Where one party is a business entity, the person signing should hold authority to bind that entity, such as an officer, manager, or member. Specific states may add formalities for certain agreements, so the parties should confirm local rules before signing. A Retainer Agreement that omits a material term, leaves the price or duration blank, or fails to identify the parties accurately risks being found too uncertain for a court to enforce.
A Retainer Agreement does not require notarization or witnesses to be enforceable in most US states, because a commercial contract takes effect when the parties sign it with the intent to be bound. American contract law makes the agreement valid based on offer, acceptance, and consideration rather than on any formal execution ceremony. Notarization is optional but can add evidentiary weight to a Retainer Agreement by making it harder for a signer to deny the signature later, which is useful for high-value or long-term agreements. Certain contracts within the Statute of Frauds, including those that cannot be performed within one year or that involve the sale of goods of $500 or more under Uniform Commercial Code Section 2-201, must at least be in writing and signed by the party to be charged. For a typical Retainer Agreement, signatures from both parties, with each keeping a dated original, are sufficient to make the agreement binding and provable.
A Retainer Agreement can be terminated according to the termination clause it contains, by mutual agreement of the parties, or when one party's material breach excuses the other from further performance. A well-drafted Retainer Agreement states how either side may end the relationship, for example on written notice of a defined number of days, on completion of the work, or for cause after a chance to cure. Where the contract is silent, US courts may imply a reasonable notice period for ongoing arrangements, but relying on an implied term invites dispute. Termination does not erase obligations that have already accrued, so amounts owed for work performed before termination usually remain payable. Including clear termination, notice, and survival provisions in a Retainer Agreement that cover confidentiality, payment, and dispute resolution after the contract ends gives both parties certainty about how and when the relationship can be wound down.
A Retainer Agreement can be amended after signing when all parties agree to the change and record it in writing. Under general US contract principles, an amendment is itself a contract, so it needs the same mutual assent and, in many states, fresh consideration or a signed written modification to be enforceable. The cleanest method is a dated amendment or addendum that identifies the original Retainer Agreement, states exactly which sections change, and is signed by everyone who signed the original. Striking through or handwriting edits on the signed original invites disputes about who approved the change and when, so a separate written amendment is the preferred approach. Where the agreement contains a 'no oral modification' clause, only a signed writing will alter the terms, and informal promises to change the deal will not bind the parties. Keeping each amendment attached to the original Retainer Agreement preserves a complete record of the parties' final agreement.
A Retainer Agreement does not require a lawyer in most routine situations, and many individuals and small businesses prepare one using a clear written template that covers the standard terms. American law does not condition the validity of a Retainer Agreement on attorney involvement; what matters is that the parties understand the terms and sign voluntarily. Legal review becomes worthwhile when the amounts at stake are large, the relationship is complex, the parties are in different states, or the agreement involves unusual conditions, tax consequences, or rights that are difficult to reverse. An attorney can confirm the document complies with the governing state's law and tailor clauses such as indemnification, dispute resolution, and termination. For straightforward matters, a carefully completed Retainer Agreement from forms-legal.com gives the parties a solid written record; consulting a licensed attorney remains the safer path whenever the consequences of a mistake would be costly or hard to undo.
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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