Retainer Agreement Generator for Law Firms and Solo Attorneys

An attorney retainer agreement is the written contract between a lawyer or firm and a client that governs the engagement: who the client is, what matter the firm is handling, what the representation includes and excludes, how fees are calculated and billed, how any advance deposit is held and applied, how costs are handled, and how either side can end the relationship. In everyday use the term covers the whole engagement contract, though strictly speaking a "retainer" is the advance payment and the contract itself is the fee or engagement agreement. Whatever it is called in your jurisdiction, it is the document a fee dispute, a bar complaint, or a malpractice claim will be read against.

In practice the two labels are used almost interchangeably, and both aim at the same thing: a written record of the terms of the representation. An attorney engagement letter is typically formatted as a letter from the firm that the client countersigns, and firms often use it for transactional or advisory work. A retainer agreement is typically formatted as a two-party contract with numbered sections, and is the more common format where an advance deposit, a contingency fee, or litigation is involved. The format matters far less than the content: scope, exclusions, the fee clause, trust account treatment, billing terms, and termination should be present in either form.

A complete attorney fee agreement should identify the firm and the client, describe the matter, define the scope of representation and expressly state what is excluded, set out the fee structure (hourly rates by timekeeper, a flat fee with earned-upon language, or a contingency percentage with the cost treatment stated), address the advance deposit and trust account handling, state billing frequency and payment terms, allocate costs and expenses, state the client's responsibilities and the firm's communication obligations, cover file retention and return, address termination and withdrawal, and disclaim any guarantee of outcome. Signature blocks for both parties complete it. The generator on this page builds each of these sections.

It depends on the state and the fee structure. Contingency fee agreements are required to be in writing in most United States jurisdictions, and a number of states also impose writing requirements on other fee arrangements once fees are expected to exceed a threshold, or require specific written disclosures and even client cancellation rights. Because these requirements are state-specific and bar-regulated, we do not cite any particular statute or rule here: check your own state's rules of professional conduct and fee agreement statutes. Even where a writing is not strictly required, an unwritten fee arrangement is construed against the lawyer in nearly every dispute, so the practical answer is that it should always be in writing.

Precision here prevents trust accounting mistakes. A true or "classic" retainer is a payment that compensates the lawyer simply for being available, is earned when paid, and is comparatively rare. An advance fee deposit, which is what most engagements actually involve, is money paid up front against future fees and costs: it remains the client's property, belongs in the trust account, is drawn down as fees are earned or costs are incurred, and any unearned balance must be refunded when the engagement ends. Most agreements that say "retainer" mean an advance deposit, and the agreement should describe the trust handling explicitly, as the document this generator produces does.

Funds paid in advance for fees not yet earned or costs not yet incurred generally belong in the client trust account, because they remain the client's property until earned or spent. Moving them to the operating account before they are earned is one of the most common and most serious trust accounting violations. The exceptions, such as a true availability retainer or a flat fee properly designated as earned on receipt, are defined and conditioned by each state's rules, and several states require specific written disclosures before they apply. When in doubt, hold funds in trust and document each withdrawal against work performed.

Some states permit a flat fee to be designated as earned on receipt, usually only with specific written disclosures and client consent, and often with the caveat that the client remains entitled to a refund of any portion not actually earned if the work is not completed. Other states do not permit the treatment at all and require flat fees to be held in trust until earned. Because the permissible options and the required language differ by state, this generator describes the choices neutrally and lets you select one, and the printed agreement conditions the earned-on-receipt option on what your governing state actually permits. Verify your selection against your own state's rules before a client signs.

There is no single standard. Percentages in a contingency fee agreement vary with the practice area, the risk, the stage at which the matter resolves, and the jurisdiction, and some states cap or regulate contingency percentages in particular case types, medical malpractice being a common example. Many agreements use staged percentages that increase as the matter advances, which this generator supports. Whatever percentages you set, most jurisdictions require the agreement to state how the fee is calculated and how costs affect it, so the agreement should be explicit about both.

This is one of the clauses fee disputes actually turn on, because the same recovery produces a different fee under each method. If the fee is calculated on the gross recovery, the percentage is applied first and costs are then deducted from the client's share, which yields a larger fee. If the fee is calculated on the net recovery, costs come off the top and the percentage is applied to what remains, which yields a smaller fee. Neither method is inherently improper, but many states require the agreement to state which method applies, and silence is construed against the drafter. The generator requires you to choose and prints the corresponding clause in plain terms.

Often, but not unconditionally. Some states operate mandatory or client-elective fee dispute arbitration programs, and some require specific pre-dispute disclosures before a private agreement to arbitrate fee disputes is enforceable. An arbitration clause that ignores a mandatory program does not displace it. The optional clause in this generator is drafted to yield to any such program in the governing state, but you should confirm what your state requires, and add any mandated disclosure language, before relying on the clause.

Any portion of an advance deposit that has not been earned as fees or applied to costs must be refunded to the client promptly when the representation ends, whoever ended it. This is why the agreement should say plainly that deposited funds remain the client's property until earned, and why drawdowns should be documented against invoices. In contingency matters that end before recovery, a separate question arises: whether the firm may claim the reasonable value of work performed. States handle that differently, so the agreement this tool generates states the claim only to the extent the governing state permits it.

Not automatically, and no honest generator can promise that. Fee agreement requirements are state-specific and bar-regulated: writing requirements, mandatory contents, required disclosures, cancellation rights, fee caps in certain case types, and fee arbitration program notices all vary by state. This tool produces a structurally complete draft with the clauses an engagement agreement needs, deliberately citing no statute or rule number, and it must be checked against the rules of professional conduct, statutes, and bar guidance of the state where you practice before any client signs it. Many state bars publish model fee agreement language, which is the right benchmark for that review.