Retainer agreement template

Retainer agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This retainer agreement is made on [Effective date] between [Provider legal name], of [Provider address] ("Provider"), and [Client legal name], of [Client address] ("Client"). The Client pays a monthly fee for a defined amount of help. The fee is not an open promise to do every task the Client later thinks of, and it is not a law-firm trust account unless counsel is writing for a firm that actually holds one.

1. What the month includes

Each month the Provider will perform [Monthly scope]. The month does not include [Out of scope]. A request outside the list is extra work, not a quiet expansion of the retainer. The Provider tracks time only if [Time tracking] says so. If the retainer is a block of hours, the block is [Hours] hours in [Time zone].

2. Availability

The Provider is available [Availability] and aims to answer requests within [Response time]. Availability is not a full-time seat and not a promise to be online all day. Work happens on business days in [Time zone], excluding public holidays at the Provider's place. A rush inside the response time is extra work if [Rush rule] says so.

3. Unused time

Unused time [Unused rule]. Counsel writes one rule only: the time expires at month end, it rolls for [Rollover] into the next month, or it is refunded. A mix of the three becomes an argument. If time rolls, it expires after the rollover period and is not paid out unless the unused rule says so. The Client does not bank a year of unused help.

4. Extra work

Work outside the monthly scope starts only after the Client approves a written note that states the extra fee or the rate [Extra rate]. The Provider may decline extra work. Email is enough for that approval only if [Email approval] says so. Otherwise both parties sign the note. Extra work is billed [Extra billing] and is not taken from the monthly fee unless the note says so.

5. Fee and stopping

The Client pays [Monthly fee] in [Currency] in advance on [Invoice day]. The first month is [First month]. The Client pays within [Payment days] days. If a payment is late, the Provider may pause after [Late notice] days of notice. Either party may stop the retainer with [Notice days] days of written notice. The current month [Current month rule]. The Provider finishes or hands over the in-scope work already paid. The laws of [Governing law] govern this text. The parties name the courts of [Courts].

6. Private information

Each party keeps the other's non-public information private and uses it only to perform the retainer. The duty lasts [Confidentiality period] after the retainer ends. The Provider does not reuse the Client's files as a sample for another client. A portfolio follows the rule at [Portfolio]. A disclosure required by law is allowed, with notice when the law allows it. At the end, each party returns or deletes the other's working files, except one copy a law or a backup requires.

7. Handover

When the retainer ends, the Provider hands over the in-scope work the Client has paid for, listed at [Handover]. That list names the files, the logins the Client should hold, and any open tasks. The Provider does not keep the only admin account. Extra work is included only if it was paid. The Provider may withhold unreleased files while an undisputed invoice is overdue, and releases them when that invoice is paid.

8. Changing the monthly fee

The monthly fee stays the same until [Fee review]. After that date the Provider may propose a new fee with [Fee notice] days of written notice. The new fee applies only if the Client agrees in writing. If the Client does not agree, either party may stop the retainer at the end of that notice, and the old fee covers the work until then. A change of scope is not hidden inside a fee change. The monthly list still decides what the fee includes.

9. A quiet month

If the Client gives no usable request for [Quiet days] days, the Provider is not in breach for having no task in progress. The fee for that month is still due, because the Client bought availability, not a stack of finished tasks. If the Provider cannot work for more than [Outage days] business days, counsel writes the credit at [Outage credit]. A public holiday at the Provider's place is not an outage. A tool failure counts only when it exceeds that number of days.

Signatures

Provider

Name: [Provider signatory name]

Title: [Provider signatory title]

Signature: ______________________________

Date: [Provider signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]