Attorney Retainer Agreement

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If you run a business that relies on legal services or support, you've likely come across a legal retainer agreement sample before. But what exactly is it, and why do you need one?

What is a Legal Retainer Agreement?

Put simply, a legal retainer agreement is a long-term contract between a client and a lawyer or law firm put in place to safeguard and secure the legal services of the attorney. These contracts are created to retain ongoing services for a fee called the retainer fee. A retainer agreement outlines the terms of the working relationship as it covers the scope of work, payment terms, communication protocols, and other critical details.

Why Do You Need an Attorney Retainer Agreement?

Having a solid legal retainer agreement in place is essential for several reasons. It helps establish clear expectations, prevent misunderstandings, and protect the interests of both parties. By outlining the scope of work and payment terms upfront, you can avoid disputes down the line and ensure that everyone is on the same page. Whether you're a lawyer looking to draft an agreement for your clients or a business owner seeking legal support, understanding the importance of an attorney retainer agreement can help you establish a strong foundation for a successful partnership.

Types of Retainer Fees

Retainer fees are an upfront payment made by clients to their attorneys to secure their services. Choosing the right type of retainer fee is an important decision that can have a significant impact on the cost and outcome of your legal matter. There are four basic types of retainer, including:

  1. Flat Retainer Fee
  2. Contingency Retainer Fee
  3. Hourly Retainer Fee
  4. Hybrid Retainer Fee

1. Flat Retainer Fee:

A flat retainer fee is a fixed amount that is paid upfront by the client, regardless of the number of hours the attorney works on the case. This type of retainer fee is commonly used for straightforward legal matters that have a clear scope of work, such as drafting a contract or preparing a will.

The main advantage of a flat retainer fee is that it provides clients with certainty and predictability regarding legal costs. This allows clients to budget for legal costs more effectively and avoid any financial surprises down the line.

2. Contingency Retainer Fee:

Under a contingency retainer fee, the lawyer agrees to take on the case without charging any upfront fees. Instead, the lawyer's fee is contingent on the outcome of the case - specifically, whether the client receives a settlement or award. If the client does not receive any compensation, the lawyer does not receive any fee.

This allows clients who may not have the financial resources to pay for legal services upfront to still have access to legal representation. Additionally, it provides an incentive for the lawyer to work hard and achieve a favorable outcome for the client, as their fee is directly tied to the client's success.

3. Hourly Retainer Fee:

Here, the client pays an upfront retainer fee that is held in trust by the attorney. The attorney then bills the client for their time and expenses as they work on the case, deducting the fees from the retainer as they are incurred.

An hourly retainer fee provides clients with a more detailed and accurate picture of the legal costs involved in their case.

4. Hybrid Retainer Fee

A hybrid retainer fee is a type of fee structure that combines elements of both hourly and flat fee arrangements. With a hybrid retainer fee, the client pays an initial upfront fee, which is usually lower than the fee charged in a traditional hourly retainer agreement. This upfront fee provides the attorney with a guaranteed minimum payment for their services.

After the initial fee is paid, the attorney then bills the client at an hourly rate for any work performed beyond the scope of the initial fee.

How do I write a retainer agreement?

While creating a retainer agreement may seem like a straightforward task, the reality is that the process can be downright god-awful and tedious. The reason for this is that a retainer agreement is a complex legal document that requires careful consideration of multiple factors, such as the scope of legal services, the fees and expenses involved, and the rights and obligations of both the lawyer and the client.

To begin with, creating a retainer agreement requires extensive communication between the lawyer and the client to discuss the scope of legal services. The first step in creating a retainer agreement is to establish the scope of legal services that will be provided. This includes defining the legal issues that will be addressed, the work that will be done, and the expected outcome.

The next step is to determine the fee structure and expenses associated with the legal services. This includes setting the hourly rate or flat fee for legal services and identifying any additional expenses that may be incurred, such as filing fees or expert witness fees.

The retainer amount is the upfront payment that the client must make to secure the services of the lawyer. This amount should then be determined based on the scope of legal services and the estimated fees and expenses.

Following this, other terms should be discussed and included in the retainer. Such as the payment terms and rights and obligations of the parties. The retainer agreement should also address any potential conflicts of interest that may arise and include provisions for termination.

After the retainer agreement is drafted, it must be reviewed and approved by both the lawyer and the client. While it is important to ensure that the retainer agreement accurately reflects the terms of the legal representation and provides adequate protection for both parties, the process can be time-consuming and frustrating.

What are the benefits of a legal retainer?

Retainer agreements are an essential tool for lawyers and clients alike, providing a range of benefits to both parties. Billing off of a retainer can be a profitable and efficient way for lawyers to manage their business and provide legal services to their clients.

Here are some of the benefits offered by a retainer agreement:

Predictable income

A retainer agreement provides lawyers with a predictable income stream. By requiring clients to pay a retainer fee upfront, lawyers can better manage their cash flow and plan for future expenses.

Minimizes missed payments

With a retainer agreement, the client has already committed to paying for legal services, which can reduce the likelihood of missed payments. The retainer fee is held in trust by the lawyer and can be used to cover time and expenses as they are incurred.

Saves Time

Using business automations like Bonsai, retainer agreements saves a ton of time. With a retainer agreement in place, lawyers can set up automated billing and invoicing systems like Bonsai to streamline the business processes and manage their finances.

Is a Retainer Fee taxable?

Yes, a retainer fee is generally taxable income for lawyers.

However, Bonsai Tax can help lawyers to minimize their tax burden by providing personalized tax advice, tax preparation services, and ongoing support. Bonsai Taxes save users on average, $5,600 in taxes annually, making Bonsai the clear choice for self-employed users.

Do I need an invoice for a legal retainer?

Yes, you should provide an invoice to clients for a legal retainer. Invoicing for retainers helps to ensure that both the lawyer and the client have a clear understanding of the fees that have been paid and the services that will be provided.

Providing a clear and detailed invoice for a legal retainer can help to minimize confusion and disputes between the lawyer and the client. It can also help the lawyer to maintain accurate financial records and ensure compliance with accounting and tax regulations.

Is a retainer the same as a contract?

No, a retainer agreement is a type of contract, but they are not the same thing.

A retainer agreement is a contract between a lawyer and a client that outlines the terms and conditions of the retainer fee and the scope of legal services that will be provided. On the other hand, a contract is a legal agreement between two or more parties that outlines the terms and conditions of their business relationship.

While a retainer agreement is a type of contract, it is specific to the provision of legal services and does not cover other business arrangements.

Common Mistakes to Avoid when creating a legal retainer

There are several common mistakes that can occur when creating a legal retainer agreement, which can lead to misunderstandings, disputes, and legal problems down the line. Here are some of the most common mistakes to avoid:

Payment terms/amounts

One mistake that lawyers often make is not being specific enough about the payment terms. For example, the retainer agreement may state that the client is required to pay a certain amount, but not specify how or when the payment is due. This can lead to confusion and disputes down the line.

To avoid these mistakes, lawyers should ensure that the payment terms and amounts in their retainer agreements are clear, specific, and address potential issues that may arise during the course of the legal representation.

Missing legal clauses

Failure to include important legal clauses can result in the agreement being unenforceable or unclear, leading to disputes or legal problems down the line. It's important for lawyers to take the time to carefully draft their retainer agreements and ensure that all necessary legal clauses are included.

Using pre-made agreements can help lawyers avoid such mistakes.


A solid legal retainer agreement is essential for lawyers to protect their interests, minimize misunderstandings, and ensure that they are fairly compensated for their services. Key elements of a good retainer agreement include clear payment terms, comprehensive legal clauses, and a detailed scope of services.

Bonsai's prewritten legal retainer agreement samples provide lawyers with customizable templates that include all the necessary legal clauses, saving time and ensuring that the agreement is legally sound. With Bonsai, lawyers can boost their profits significantly by streamlining their retainer agreement process and avoiding costly legal disputes.

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Frequently Asked Questions
Questions about this template.

Can I create my own retainer agreement?

Because retainers require custom terms and conditions it's always best to start with a legally-vetted agreement and customize your terms from the template.

Does Bonsai have Attorney Retainers?

Bonsai can provide you with custom attorney retainers catering to the legal industry as well as general retainers for ad hoc use cases.

Template preview

Attorney Retainer Agreement

Attorney Retainer Agreement

First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Retainer Agreement

This Contract is between Sample Client (the "Client") and  social consulting, a New York company (the "Contractor").


1.1 Project. The Client is hiring the Contractor to do the following: [PROJECT SCOPE]

1.2 Schedule. The Contractor will begin work on [START DATE] and will continue until the Contract is ended. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Hours. The Contractor will work up to [HOURS] hours per month. The Contractor will stop working each period if and when those hours are used up. Unused hours do not carry over to the next period. The Contractor will be available to the Client from 9:00 AM to 17:00 PM, Monday through Friday. The Contractor may agree to be available outside of those hours, but any work that is required to be done outside of those that the Client and Contractor explicitly agree to do will be billed separately at a rate of $[OVERAGE RATE] (USD) per hour.

1.4 Payment. The Client will pay the Contractor an ongoing rate of [PROJECT RATE] per month. Of this, the Client will pay the Contractor a non-refundable deposit of [DEPOSIT AMOUNT] before work begins, to be deducted from the first invoice payment. This deposit is non-refundable due to the Contractor reserving their schedule on behalf of the Client.

1.5 Expenses. The Contractor may request additional payment for any agreed-upon, non-cancellable expenses, which must approved by the Client in advance.

1.6 Invoices.  The Contractor will invoice the Client [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X DAYS TO PAY] days of receiving an invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.7 Support. The Contractor will not provide support for any deliverable or once the Client accepts it, unless otherwise agreed in writing.


2.1 Client Owns All Work Product. As part of this job, the Contractor is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, emails, email content and anything else that the Contractor creates as part of this project. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can't find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can't find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as "work product." This is called "background IP." Possible examples of background IP are pre-existing marketing strategies, code, type fonts, properly-licensed stock photos, proprietary marketing practices and web application tools.

The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client's products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.


The Contractor won't work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client's products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.


Until this Contract ends, the Contractor won't: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended.

The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate.


5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.

5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing, until ended by the Client or the Contractor. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4, Notices. The Contractor must immediately stop working as soon as the notice has been given, unless the notice says otherwise.  The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don't end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).


The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:

  • The Contractor will use its own equipment, tools, and material to do the work.
  • The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Contractor with any training.
  • The Client and the Contractor do not have a partnership or employer-employee relationship.
  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Contractor is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Contractor is responsible for its own taxes.
  • The Client will not withhold taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor's employees or subcontractors.


8.1 Overview.  This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.

8.2 The Client's Confidential Information.  While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor's own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this Contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor's responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn't do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn't have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information.  It's possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


10.1 Overview.  This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client's defense or to reimburse the Client for any losses.

10.2 Client Indemnity.  In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).

10.3 Contractor Indemnity.  In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


11.1 Assignment.  This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration.  As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver.  To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability.  This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures.  The Client and the Contractor may sign this document using online e-signature software such as Bonsai. These electronic signatures count as originals for all intents and purposes.

11.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of Alabama in the United States of America.

11.8 Entire Contract.  This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.


First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.