How it works

Define retainer terms

Set the retainer amount, replenishment threshold, and whether funds go to a trust account.

Set fee and refund policy

Choose hourly or flat fee billing and specify your policy for unused retainer funds.

Download agreement

Preview your retainer agreement and download as DOCX. Customize further and present to your client.

Customize your retainer agreement

Parties

Firm / Attorney name

Client name

Matter description

Retainer Terms

Retainer amount ($)

Require replenishment

Replenishment threshold ($)

Client must replenish when balance falls below this amount

Include trust account (IOLTA) language

Fee Structure

Fee model

Hourly rate ($)

Refund policy

Unused funds returned to client at conclusion

Additional Options

Jurisdiction (state)

Include signature blocks

Retainer Agreement

This Retainer Agreement ("Agreement") is entered into as of March 2, 2026 between:

Attorney/Firm: [Law Firm Name]

Client: [Client Name]

1. Legal Matter

Client retains Attorney to provide legal services in connection with the following matter: [Description of legal matter]

2. Retainer Amount

Client agrees to pay an initial retainer of [Amount] upon execution of this Agreement. This retainer will be deposited into Attorney's client trust account (IOLTA) and will be held in trust until earned.

3. Trust Account

The retainer funds will be held in Attorney's Interest on Lawyers Trust Account (IOLTA) in accordance with the rules of professional conduct governing lawyers in [Jurisdiction]. Funds will be transferred from the trust account to Attorney's operating account as fees are earned and costs are incurred. Client will receive periodic accountings of trust account activity.

4. Fee Structure

Legal services will be billed at Attorney's standard hourly rate. Time will be recorded in increments of one-tenth (0.1) of an hour. Attorney's hourly rates are subject to periodic adjustment upon reasonable notice to Client.

5. Application of Retainer

Attorney will apply the retainer against fees earned and costs incurred on a monthly basis. Client will receive monthly statements showing services rendered, fees charged, costs incurred, and the remaining retainer balance.

6. Replenishment

When the retainer balance falls below [Threshold Amount], Client agrees to replenish the retainer to its original amount of [Amount] within ten (10) days of receiving notice. Attorney may cease work on the matter if the retainer is not replenished as required.

7. Refund of Unused Retainer

Upon conclusion of the matter or termination of this Agreement, any unused portion of the retainer will be refunded to Client within thirty (30) days after deduction of all earned fees and incurred costs. Client will receive a final accounting with the refund.

8. Costs and Expenses

In addition to legal fees, Client is responsible for all costs and expenses incurred in connection with this matter, including but not limited to court filing fees, service of process fees, deposition costs, expert witness fees, copying and postage charges, and travel expenses. Costs may be deducted from the retainer or billed separately.

9. Termination

Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Client remains responsible for all fees earned and costs incurred through the date of termination. Attorney will provide Client with all documents and property belonging to Client and an accounting of retainer funds.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. Any modifications must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ATTORNEY/FIRM:

Signature

Print Name

Date

CLIENT:

Signature

Print Name

Date

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Frequently asked questions

What is a retainer agreement?

A retainer agreement is a contract where a client pays an advance fee to secure legal services. The funds are typically held in a trust account and drawn against as work is performed. It differs from an engagement letter by focusing specifically on payment terms.

Should retainer funds go into a trust account?

In most jurisdictions, unearned retainer funds must be held in a client trust account (IOLTA) and transferred to your operating account only as fees are earned. Some jurisdictions allow non-refundable retainers with different handling rules. Check your state bar rules.

What is a replenishment clause?

A replenishment clause requires the client to add funds to the retainer when the balance falls below a specified amount. This ensures continuous availability of funds for ongoing work and reduces collection issues.

Can retainers be non-refundable?

Some jurisdictions allow non-refundable retainers for specific purposes, such as guaranteeing attorney availability. However, most jurisdictions require that unused retainer funds for hourly work be refunded. This generator supports both refund policies.

How is a retainer agreement different from an engagement letter?

An engagement letter covers the full scope of the attorney-client relationship. A retainer agreement specifically addresses advance payment terms. Many firms combine both into a single document, but they can also be separate agreements.

Retainer Agreement Generator