Retainer Agreement Template (Attorneys/Lawyers)

A Retainer Agreement is a contract that sets the terms between a client and an attorney or a law firm. It explains the legal duties of an attorney, how the client’s money will be handled, what payment is to be made in advance, and how the partnership between the two parties will end.

WordLayouts’ Retainer Agreement Template for attorneys is a customizable legal document template that helps attorneys formalize client engagements by outlining key terms such as scope of services, billing structure, retainer terms, and mutual responsibilities in a clear and organized format.

What does this Retainer Agreement Template Cover?

This Retainer Agreement template is a complete document to protect the interests of both clients and the attorneys. It consists of the following important sections:

• Scope of Services
• Term
• Compensation and Payment Terms
• Retainer Structures
• Expenses and Reimbursement
• Confidentiality & Return of Records
• Attorney Licensure and Good Standing & Assignment and Delegation
• Liability and Insurance, Force Majeure & Relationship Classification
• Taxes
• Claims & Disputes
• No Waiver, Amendments & Notices
• Governing Law & Severability
• Supporting Documents, Additional Terms & Entire Agreement

Retainer agreements are affected by state laws and attorney ethics rules. Therefore, this agreement should be reviewed under the rules of the state where the attorney practices or the business of the client is located.

Further, this template is designed to be customized. You can remove any section. There are some sections in this agreement that use “check one” or “check all that apply” options. These help the agreement adapt to the specific requirements.

How to Read This Guide

Before completing any section, read the template thoroughly. There are some sections that are connected, and any change in one part may influence the other. Fill in the following important sections first before moving to the other clauses:

• Basic details
• Fee structure (Section III), as this part decides whether a retainer even applies
• Retainer type and amount (Section IV) only after the fee structure is decided, since contingency makes this irrelevant
• Expense reimbursement terms (Section V)

This guide walks you through each section in order. It explains what the clause controls, common mistakes, and what each side should pay attention to before the language is finalized.

Once the agreement is ready to sign, remove all unused options. The final version should only include clauses that the client and the attorney agreed on.

Filling Out the Retainer Agreement Section-Wise

Parties and basic information (header)

The opening section identifies who is bound by this agreement. Here, both parties enter their formal legal names, city, state, and designations. Information in this part is not just an administrative formality but actually shapes the legal framework between both parties for future legal matters arising under the engagement.

• The city and state help in identifying both parties. This information can also be relevant for venue, licensing, and governing laws questions.
• The precision when entering the client’s name is paramount. If you are working on behalf of an LLC, use the exact registered business name. An incorrect business name can lead to questions or disagreements.
• The checkboxes distinguishing a solo practitioner from a law firm also act as legal safeguards. Checking “solo practitioner” identifies the attorney as an individual representation, and a “law firm” brings an entire entity under this contract.
• The WHEREAS clauses establish the background context of this agreement. They also declare the core intentions of both parties.

Section I — Scope of services

The Scope of Services section explains what legal work the attorney is being hired to do. This can help in avoiding disputes. However, a limited scope can’t override the duties and orders imposed by the court, as it only defines the boundaries of the agreed work.

ABA Model Rule 1.2 (c) allows attorneys to limit the scope of their representation, given that the limitation is reasonable and the client provides informed consent. Since courts may resolve an ambiguous scope in favor of the client, a precisely drafted section benefits both parties.

How to complete this section safely:

• Avoid generic phrases. “General legal representation,” “handling the divorce,” and “all matters related to the dispute” can lead to disputes. The scope should name the specific legal matter, the court or forum, if applicable, and the stage of representation covered.
• State what is excluded. While filling out this section, be sure to include things that fall outside the representation. If a lawyer is handling a corporate formation, explicitly state that tax advice, intellectual property filings, or securities compliance are excluded and require separate counsel.

Section II — Term

The Term dictates when the agreement will apply and how long the client will retain the services of the attorney. This section contains multiple termination triggers.

You can also check more than one box if they apply. For example, it can end when the legal work is completed but still allow earlier termination by written notice.

• Automatic termination: The agreement may automatically terminate on the mentioned date. Only use this checkbox for strictly transactional or advisory work, such as reviewing a commercial lease or drafting a single contract. Use it carefully in litigation-related matters. A lawyer may still need the court’s permission to end the contract and to take suitable steps to protect the client’s interests.
• Completion of services: As the name suggests, the agreement may be discontinued after the client has received the agreed-upon services from the attorney. This is one of the most confusing areas for the clients. Ensure that the completion is defined accurately in Section I.
• Termination by client: As per ABA Model Rule 1.16, Comment [4], this section generally gives legal power to the client to fire their attorney with or without any cause, subject to liability for payment. Hence, the attorneys should always have a clause protecting their right to ask for compensation for the reasonable value of services already rendered (quantum meruit). Depending on the state, an attorney can secure a payment of unpaid legal fees through a charging lien or other lien rights. Yet the availability and scope vary by jurisdiction.
• Termination by attorney: Compared to the client, the attorney’s ability to withdraw is limited. Lawyers must follow a professional code of conduct that protects the client’s interests. The attorney can terminate the agreement before the agreed-upon date by providing prior notice. Clients can demand a longer notice period to find a suitable replacement. However, the clause should allow withdrawal sooner when required or permitted by court rules.
• Others: Both parties can enter custom, additional, or jurisdiction-specific termination conditions. Be precise if you are choosing this option.

Section III — Compensation and payment terms

Section 3 explains how the attorney will be paid. The template includes multiple options, such as hourly fee, flat fee, contingency fee, or another arrangement.

As per the ABA Model Rule 1.5, attorney’s fees must be reasonable as per rules and applicable law and must be defined clearly in this section.

The retainer agreement must define the exact billing information. Choose a model that works well for both parties.

• Hourly fee structure: The attorney enters their hourly rate. Many attorneys bill in fractions of an hour. 15-minute increments are common, meaning a 2-minute email costs the client 15 minutes of billable time. Clients should scrutinize the billing increments carefully. Attorneys should also stipulate rate adjustment rights.
• Flat fee model: A fixed amount covers a defined scope of work, such as representation through mediation, while excluding trial preparation. Most attorneys avoid this model for matters where the scope is difficult to predict.
• Contingency fee: Contingency fee cases require special attention. They need careful drafting and are mostly used in civil cases. However, they are often prohibited in many cases, like criminal defense or domestic relations matters. Under ABA Model Rule 1.5 (c), a signed contingency fee must be attached, also explaining how the fee is calculated. The courts may add further requirements.
• Late payment penalties: The template includes a late payment clause. Because late fees and finance charges in legal fee agreements are closely scrutinized, attorneys should ensure that any interest rate or penalty is reasonable, clearly disclosed, and compliant with state law and professional ethics rules. Many firms use rates around 1% to 1.5% per month, although enforceability varies by jurisdiction.

The template also includes multiple payment schedules. You can select payment upon completion, monthly, quarterly, annually, or other options. It also allows parties to choose from different payment options, like cash, check, ACH, or others.

Section IV — Retainer structures

Retainer Structures dictate exactly whose money it is, where it sits, and how the attorney is legally allowed to access it. There are different types of retainers, and the distinctions carry both practical and ethical significance.

Please note that if contingency fees are selected in Section III, the retainer doesn’t apply. However, some matters may still need separate expense arrangements if allowed by state rules.

If a retainer is required, select one of the following:

• Classic retainer (general retainer): A non-refundable fee paid to secure the attorney’s availability. A classic retainer is not linked with any specific work and is also not stated as an advance payment. The term ‘non-refundable’ must be used carefully, as many states closely regulate it. Under ABA Model Rule 1.16(d), if an attorney is discharged by the client before substantial work is done, a portion of the payment may be required to be returned in certain circumstances.
• Security retainer: Depending on the state rules and amount, clients place a deposit into the attorney’s trust account (usually an IOLTA account), and the attorney draws from it as services are rendered. To secure their financial interests, the clients may demand conditions like the firm providing itemized invoices at least 5 days before the attorney withdraws funds from the IOLTA. Compared to a Classic retainer, the deposit still belongs to the client until the attorney earns it. Once the representation ends, any unused balance is returned to the client as per the agreed-upon terms and applicable law.
• Evergreen retainer: The client makes an advance deposit, but in a separate attorney-client trust account, subject to applicable trust accounting rules. Compared to a security retainer, an evergreen retainer comes with a trigger. The client has to maintain a minimum balance in the account. Once the deposit falls below the threshold, the client must replenish within the agreed-upon days after a written notice. Both the minimum balance and the replenishment period must be stated as specific figures. A vague replenishment obligation may be difficult to enforce.

Section V — Expenses and reimbursement

Legal representation often involves additional expenses beyond attorney fees. These may include court filing fees, service of process, expert witness fees, deposition transcripts, copying charges, postage, travel, legal research database charges, or other costs.

Section V decides whether the client will reimburse these expenses or not. If reimbursement applies, the agreement sets the payment period, the documentation requirements, and the threshold above which the attorney must obtain the client’s prior written approval before incurring a single expense.

ABA Formal Ethics Opinion 93-379 generally prohibits attorneys from billing clients for undisclosed markups on disbursements. In-house services and other expenses should be disclosed as agreed by the client and should be consistent with the lawyer’s fees.

The approval threshold should be practical and sufficient to cover the expenses. Set it high enough that routine costs do not require approval for every item, and low enough that the client is not presented with a large unreviewable charge after the fact.

If no reimbursement applies, that should be stated clearly. Attorneys selecting this option for matters that may involve litigation are agreeing to bear all out-of-pocket costs regardless of how substantial those costs become.

Sections VI & VII — Confidentiality & return of records

Confidentiality

The Confidentiality section records that the attorney will not disclose any non-public information of the client. The duty is grounded in ABA Model Rule 1.6, which is broader than the attorney-client privilege and covers all information relating to the representation.

This section also states that the confidentiality duty doesn’t end when the agreement terminates, and it continues to be applicable under the state’s rules. Therefore, this section should not be modified or weakened.

Return of records

After the representation terminates, the attorney must return the original records and property to the client. Regardless of whether the client owes outstanding fees to the lawyer, this obligation applies.

However, the attorney can hold non-original and non-essential client property that they must dispose of after the agreed-upon number of years. The average retention period is 5 – 7 years in most states. But the attorney can retain the files for a longer period under applicable law for some types, such as tax or real estate.

Sections VIII & IX — Attorney licensure and good standing & assignment and delegation

Attorney licensure and good standing

In section 8, the attorney confirms their bar membership and license status, ensuring they are in good standing. If a lawyer handles your case in a jurisdiction where they can’t legally practice law, they may be committing the Unauthorized Practice of Law (UPL).

Under ABA Model Rule 5.5, an attorney shouldn’t engage in unauthorized practice as it may lead to discipline, fee disputes or unenforceability of claims, as per state law. Therefore, a client should verify an attorney’s bar status independently. Many states publish their attorney database online. Some states require a phone or email inquiry to confirm license status.

This section should be filled carefully. If any disagreement arises related to a federal court, local court, or administrative agency, the agreement ensures that the attorney is eligible to appear in front of that body.

In case the license is revoked or affected in any way during representation, the attorney is bound to notify the client.

Assignment and delegation

This clause permits subcontracting. The attorney can delegate work to qualified associates, subcontractors, or third-party providers where professionally appropriate for the best interests of the client. The delegation should be compatible with the professional and legal rules.

As per ABA Model Rule 5.3, an attorney is responsible for supervising non-lawyer assistants and ensuring their work meets professional standards. In case of any loss due to negligence by third-party contractors, the attorney may hold the client harmless and indemnify them from any liability.

Further, this section doesn’t warrant permission to the attorney to hand off the matter without notice to the client. In case another attorney or external provider takes on the case, the client must be notified and their consent obtained beforehand.

ABA Formal Opinion 00-420 addresses billing for outsourced legal support services. It requires that any charges should be reasonable for the client and be properly disclosed.

Sections X, XI & XII — Liability and insurance, force majeure & relationship classification

Liability and insurance

This section establishes that the attorney bears full responsibility for the employment-related obligations of any personnel they engage, including benefits, workers’ compensation, and unemployment insurance, as well as for their own professional liability.

Many states, including Florida and New York, do not require attorneys to carry Errors and Omissions (E&O) insurance as a condition of practice. Therefore, clients should ask directly about professional liability coverage before executing this agreement.

An attorney without malpractice insurance creates exposure that may leave the client without practical recourse in the event of a professional error.

Force majeure

The Force Majeure clause addresses events outside either party’s reasonable control, like natural disasters, civil disturbances, government orders, pandemics, and similar circumstances that can affect services and performance. The affected party must give written notice describing the nature of the event, its anticipated duration, and its impact on performance.

This agreement also allows both parties to renegotiate, suspend, or terminate the contract if the event lasts beyond the agreed-upon days. For legal matters, this clause should be read with court deadlines, professional duties, and client interests.

Nature of relationship

The Nature of Relationship section states that the attorney or law firm is not the client’s employee. Hence, the lawyer shouldn’t be eligible for any regular benefits.

Additionally, the attorney is responsible for their taxes and income. However, the client may still have tax reporting duties, such as having a W-9 form and submitting information returns.

If the client’s conduct causes the relationship to resemble employment, the IRS may reclassify the arrangement as W-2 employment, triggering tax obligations and potential back tax liability for the client.

The attorney is still in professional conduct with the client, and this clause should not be used to erase duties arising by law. Some parties execute a Release of Liability and Indemnity Agreement alongside this contract to further clarify how legal risks are allocated between the parties.

Section XIII — Taxes

This clause simply clarifies who is responsible for taxes. It confirms that the attorney handles all tax obligations related to the payments they receive under the agreement, including income tax and other required contributions such as self-employment and social security-related taxes.

It also makes it clear that the client is not responsible for dealing with taxes in any way. The client does not deduct taxes from payments, file tax returns for the attorney, or manage any tax-related obligations connected to the attorney’s fees.

Finally, it protects the client by stating that if any tax issues arise from the attorney’s side, the attorney is fully responsible for resolving them and covering any related costs or claims.

The tax issues this clause refers to include:

• Unreported or underreported income
• Errors in when income is declared (timing issues)
• Late or missing tax filings
• Underpayment of taxes or estimated taxes
• Mismatch between tax filings and reporting forms (e.g., 1099s)
• Improper handling of client funds in trust accounts

These are all compliance or reporting problems that can lead to penalties, interest, or audits for the attorney, and the clause makes clear they do not affect the client.

Sections XIV & XV — Claims & disputes

Section XIV governs how disputes are raised, and Section XV sets the dispute resolution path. This section should be reviewed carefully before use in an attorney-client agreement.

Under ABA Formal Opinion 02-425, an attorney may include a binding arbitration clause only after the client gives fully informed consent, following an explanation of what the clause requires and what rights it limits. A client who does not understand the effect of waiving the right to court proceedings should request clarification or have that clause removed before signing.

Include the days, arbitration rules, city, state, governing laws, and informal resolution days when filling this section.

Sections XVI, XVII & XVIII — No waiver, amendments & notices

These sections are standard protective provisions. Carefully read these clauses before filling in the mailing address in Section XVIII.

No waiver

If either party fails to enforce a right under this agreement on a given occasion, that failure does not constitute a permanent waiver. The right remains available for future exercise. This section ensures the stability of the agreement. If any change is required, it should be made permanent to keep the agreement accurate.

Amendments

During the proceedings, a change might be required regarding the scope or payment arrangement. This clause sets out how changes will be handled. Oral modifications, informal understandings, and side agreements that have no legal effect are generally not enforceable under this agreement.

Notices

All formal communications, including termination notices, dispute claims, and address updates, must be sent to the mailing addresses entered here. Use addresses that are actively monitored. This section is important because notices are used to terminate the contract, resolve disputes, or make amendments or other formal changes under this agreement. 

Sections XIX & XX — Governing law & severability

Governing law

Enter the state whose laws govern this agreement. This could be where the attorney is licensed, where the services are performed, or where the client is located.

Severability

Each section of this clause stands on its own. If the court finds any provision unenforceable, it is removed, but the remaining agreement continues to be implementable.

Sections XXI, XXII & XXIII — Supporting documents, additional terms & entire agreement

Supporting documents

Check “Attached” if any documents are incorporated, like the attorney’s billing rate schedule, a conflict waiver, a scope addendum, or a communication policy. List each attached document in the table provided. If a contingency fee structure was selected in Section III, a separate signed contingency fee agreement is required in most jurisdictions and must be attached here, as specified under ABA Model Rule 1.5(c). If an hourly rate applies, attaching the attorney’s master rate schedule documents the basis for billing and prevents later disputes over rates charged.

Additional terms

This section is for terms not addressed elsewhere, attorney response time commitments, hard budget limits, billing review procedures, or document-sharing protocols. Terms agreed upon verbally but not recorded here are harder to enforce and may be excluded by the Entire Agreement clause.

Entire agreement

Once signed, this agreement supersedes all prior conversations, emails, proposals, and representations. The Entire Agreement section clause is intended to supersede prior discussions and writings. However, applicable law may preserve certain rights and claims. If the client is a business, only an authoritative person can sign the template. If the template includes initials on each page, both parties should initial where indicated.

What to Check Before Using a Retainer Agreement

A strong Retainer Agreement clearly mentions every detail. It should communicate the duties of an attorney, what the lawyer will not do, how fees and expenses will be handled, advance payments management, and termination of the relationship. In short, it should be complete, specific, and in line with the legal rules.

Before signing the contract, double-check the following information:

• Party names, contact information, and mailing addresses are accurate and complete.
• The scope of services contains specific language, not general descriptions. A vague scope is one of the easiest ways to invite disputes. 
• The correct fee structure is selected and matches the type of matter.
• A suitable retainer is selected. Security and evergreen retainers involve money that still belongs to the client. If contingency fees apply, the retainer can’t be selected and a signed contingency form is required.
• Any amendments to the agreement are in the form of writing and are signed by both parties. 
• The arbitration clause, if included, satisfies the relevant state’s disclosure requirements and does not limit substantive rights beyond what applicable law permits.

Who Should Use this Template?

Solo attorneys, small law firms, legal staff, and firms preparing engagement letters can use this Retainer Agreement template. It also helps clients and businesses understand the terms before they sign and enter an official attorney-client relationship.

Related Templates

If you want to get a simpler and less formal version of a Retainer Agreement, a Letter of Engagement template can also help you, as it is also a legal document that protects the interests of both parties.

Frequently Asked Questions