ARBITRATION ONLY RETAINER AGREEMENT

REPRESENTATION IN BINDING ARBITRATION PROCEEDINGS

AGREEMENT DATE: [__/__/____]

ATTORNEY INFORMATION

Name: [________________________________]
Bar Number: [________________________________]
Firm Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

CLIENT INFORMATION

Name: [________________________________]
Company (if applicable): [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ARTICLE 1: PURPOSE AND SCOPE OF REPRESENTATION

1.1 Limited Scope Acknowledgment

This Agreement establishes an attorney-client relationship LIMITED to representation in arbitration proceedings as specifically described herein. Client understands that Attorney is NOT being retained for litigation in court, appeals from arbitration awards, or other legal matters.

1.2 Arbitration Matter Description

Nature of Dispute: [________________________________]
Underlying Contract/Agreement (if applicable): [________________________________]
Arbitration Clause Location: [________________________________]

Opposing Party:
Name: [________________________________]
Company (if applicable): [________________________________]
Address: [________________________________]
Counsel (if known): [________________________________]

Client's Position:
☐ Claimant (initiating arbitration)
☐ Respondent (defending against claim)
☐ Counter-Claimant
☐ Third-Party Claimant/Respondent

Amount in Controversy:
☐ Less than $75,000
☐ $75,000 - $250,000
☐ $250,000 - $1,000,000
☐ $1,000,000 - $10,000,000
☐ Over $10,000,000
☐ Non-monetary relief sought

1.3 Arbitration Forum and Rules

Arbitration Administrator:
☐ American Arbitration Association (AAA)
☐ JAMS
☐ CPR Institute
☐ ICC International Court of Arbitration
☐ FINRA (securities)
☐ Ad Hoc (no administrator)
☐ Other: [________________________________]

Applicable Rules:
☐ AAA Commercial Arbitration Rules
☐ AAA Consumer Arbitration Rules
☐ AAA Employment Arbitration Rules
☐ AAA Construction Arbitration Rules
☐ JAMS Comprehensive Arbitration Rules
☐ JAMS Streamlined Arbitration Rules
☐ FINRA Code of Arbitration Procedure
☐ UNCITRAL Arbitration Rules
☐ Other: [________________________________]

Arbitration Case Number (if assigned): [________________________________]
Arbitrator(s) (if appointed): [________________________________]

1.4 Services INCLUDED in This Agreement

Pre-Hearing Phase:
☐ Review of arbitration agreement and applicable rules
☐ Demand for Arbitration or Answering Statement preparation
☐ Arbitrator selection process participation
☐ Preliminary conference attendance
☐ Scheduling order negotiation
☐ Discovery planning and strategy

Discovery Phase:
☐ Written discovery (interrogatories, document requests)
☐ Document production review and response
☐ Depositions (up to [____] depositions)
☐ Subpoenas to third parties
☐ Discovery motion practice
☐ Expert witness coordination

Pre-Hearing Motions:
☐ Dispositive motions (motion to dismiss, summary judgment equivalent)
☐ Discovery motions
☐ Motions in limine
☐ Briefing on legal issues
☐ Pre-hearing memoranda/briefs

Arbitration Hearing:
☐ Hearing preparation
☐ Witness preparation
☐ Exhibit preparation and organization
☐ Opening statement
☐ Direct examination of witnesses
☐ Cross-examination of opposing witnesses
☐ Expert witness examination
☐ Introduction of evidence
☐ Closing argument
☐ Post-hearing brief (if permitted)

Post-Award:
☐ Review and analysis of arbitration award
☐ Advice regarding award enforcement or challenge options

1.5 Services EXCLUDED from This Agreement

Client understands and agrees that the following services are NOT included:

Court Proceedings:
☐ Litigation in any court
☐ Motion to compel arbitration
☐ Motion to stay litigation pending arbitration
☐ Confirmation of arbitration award
☐ Vacatur or modification of award
☐ Appeal of any court order
☐ Enforcement/collection of award

Related Matters:
☐ Negotiation/settlement prior to arbitration filing
☐ Mediation (separate agreement required)
☐ Advice on matters beyond the arbitration dispute
☐ Representation of related parties
☐ Insurance coverage issues
☐ Other: [________________________________]

CLIENT INITIALS: [____]

ARTICLE 2: ARBITRATION PROCEDURES

2.1 Arbitrator Selection

Client authorizes Attorney to participate in arbitrator selection as follows:

☐ Attorney has full authority to select/strike arbitrators
☐ Client must approve arbitrator selection before submission
☐ Client and Attorney will confer before each selection decision

Arbitrator Panel:
☐ Single arbitrator
☐ Three-arbitrator panel
☐ Party-appointed arbitrators with neutral chair
☐ As specified in arbitration agreement

2.2 Discovery

Client understands that arbitration discovery is typically more limited than court litigation:

Discovery permitted under applicable rules:
☐ Document exchange only
☐ Limited interrogatories ([____] maximum)
☐ Depositions (subject to arbitrator approval)
☐ Expert disclosures and reports
☐ Other discovery as agreed or ordered

2.3 Hearing Logistics

Expected Hearing Duration: [____] days
Hearing Location: [________________________________]
Hearing Format:
☐ In-person
☐ Virtual/video conference
☐ Hybrid (some participants remote)
☐ Documents only (no oral hearing)

2.4 Governing Law

Substantive Law Governing Dispute: [________________________________]
Procedural Law: [________________________________]

ARTICLE 3: CLIENT RESPONSIBILITIES

3.1 Information and Documents

Client agrees to:

☐ Provide complete and accurate information regarding the dispute
☐ Produce all relevant documents in Client's possession or control
☐ Identify potential witnesses and provide contact information
☐ Respond to Attorney requests within [____] business days
☐ Review and approve major filings before submission
☐ Attend arbitration hearing and testify as needed

3.2 Cooperation with Discovery

Client agrees to:

☐ Conduct reasonable search for responsive documents
☐ Preserve all potentially relevant evidence (litigation hold)
☐ Make employees/personnel available for interviews and testimony
☐ Identify custodians of relevant documents and ESI
☐ Provide access to relevant systems and databases

3.3 Witness and Expert Participation

Client agrees to:

☐ Identify fact witnesses within [____] days of request
☐ Make witnesses available for preparation sessions
☐ Cooperate in expert witness retention and preparation
☐ Attend witness preparation sessions as scheduled

ARTICLE 4: ATTORNEY RESPONSIBILITIES

4.1 Standard of Care

Attorney agrees to provide competent representation in the arbitration in accordance with applicable rules of professional conduct.

4.2 Communication

Attorney will:

☐ Keep Client informed of significant developments
☐ Provide copies of major filings and correspondence
☐ Consult with Client on strategy decisions
☐ Communicate all settlement offers promptly
☐ Explain arbitration procedures and expectations

4.3 Arbitration Deadlines

Attorney will:

☐ Maintain calendar of all arbitration deadlines
☐ Ensure timely filing of all required submissions
☐ Notify Client of upcoming deadlines requiring Client action

ARTICLE 5: FEES AND PAYMENT

5.1 Fee Structure

Client agrees to pay Attorney according to the following structure:

☐ Hourly Rate:
- Partner rate: $[________________________________] per hour
- Associate rate: $[________________________________] per hour
- Paralegal rate: $[________________________________] per hour

☐ Flat Fee by Phase:
- Pre-hearing/discovery phase: $[________________________________]
- Arbitration hearing (per day): $[________________________________]
- Post-hearing brief: $[________________________________]

☐ Contingent Fee:
- [____]% of any recovery (if Client is Claimant)
- [____]% of amount claimed minus amount awarded (if Client is Respondent)

☐ Hybrid Fee:
- Reduced hourly rate of $[________________________________] per hour
- Plus [____]% of recovery or savings

☐ Fee Collar/Cap:
- Estimated fee range: $[________________________________] to $[________________________________]
- Fee cap: $[________________________________] (exclusive of costs)

5.2 Retainer Deposit

Client shall pay an initial retainer deposit of $[________________________________].

☐ This is a non-refundable engagement fee
☐ This is a refundable security retainer held in Attorney's trust account
☐ This is an advance payment applied against fees as incurred

Retainer Replenishment:
☐ Client will replenish retainer to $[________________________________] when balance falls below $[________________________________]
☐ No replenishment required; retainer covers entire engagement

5.3 Billing and Payment

☐ Monthly invoicing with payment due within [____] days
☐ Quarterly invoicing with payment due within [____] days
☐ Upon completion of each phase
☐ Other: [________________________________]

5.4 Arbitration Forum Fees and Costs

Client understands that arbitration involves significant forum fees:

Administrative Fees (estimated):
- Filing fee: $[________________________________]
- Case management fee: $[________________________________]
- Hearing fees: $[________________________________]

Arbitrator Compensation (estimated):
- Daily rate: $[________________________________] per arbitrator
- Study time/preparation: $[________________________________]
- Total estimated arbitrator fees: $[________________________________]

Fee Allocation:
☐ Each party pays own share per forum rules
☐ Loser pays per arbitration agreement
☐ Fees to be allocated by arbitrator
☐ Other: [________________________________]

CLIENT INITIALS acknowledging forum fee obligations: [____]

5.5 Other Costs and Expenses

Client agrees to pay the following costs:

☐ Court reporter/transcript fees
☐ Document reproduction and organization
☐ E-discovery/ESI processing
☐ Expert witness fees
☐ Witness travel and per diem
☐ Hearing room rental (if not provided by forum)
☐ Technology/presentation equipment
☐ Travel expenses for Attorney
☐ Overnight delivery and courier fees
☐ Other: [________________________________]

ARTICLE 6: SETTLEMENT

6.1 Settlement Authority

☐ Full Authority: Attorney may negotiate and accept settlement within:
- Minimum acceptable (Claimant): $[________________________________]
- Maximum acceptable (Respondent): $[________________________________]
- Non-monetary terms: [________________________________]

☐ No Authority: Attorney will communicate all offers; Client retains sole authority

☐ Conditional Authority: Attorney may negotiate but must obtain Client approval for:
- Any settlement above/below $[________________________________]
- Any non-monetary terms
- Any admission of liability

6.2 Mediation

☐ Client authorizes Attorney to participate in mediation if requested by arbitrator or opposing party (mediation fees additional)
☐ Client does not wish to participate in mediation
☐ Client requests Attorney pursue mediation before hearing

6.3 Settlement Fee

If matter settles before arbitration hearing concludes:

☐ Client owes fees for services rendered through settlement date
☐ Client owes [____]% of agreed contingent fee
☐ Client owes minimum fee of $[________________________________]
☐ Flat fee is non-refundable regardless of settlement timing

ARTICLE 7: ARBITRATION AWARD

7.1 Nature of Award

Client understands that:

☐ The arbitration award is final and binding
☐ Judicial review of arbitration awards is extremely limited
☐ Arbitrators are not required to follow precedent or provide reasoning
☐ There is generally no right to appeal the merits of the award
☐ The award may be confirmed and enforced as a court judgment

7.2 Post-Award Options

After the arbitration award is issued:

If Client Prevails:
☐ Attorney will advise on confirmation and enforcement options
☐ Confirmation/enforcement proceedings require separate agreement
☐ Client may pursue confirmation/enforcement independently or with other counsel

If Client Does Not Prevail:
☐ Attorney will advise on limited grounds for vacatur or modification
☐ Vacatur/modification proceedings require separate agreement
☐ Client should be aware of strict deadlines for challenging awards

7.3 Award Challenge Deadlines

Client is advised of the following deadlines:

• Motion to vacate (FAA): [____] months from award
• Motion to modify (FAA): [____] months from award
• State law deadlines may vary

Attorney's representation ENDS upon issuance of the arbitration award unless post-award services are separately agreed.

CLIENT INITIALS: [____]

ARTICLE 8: CONFIDENTIALITY

8.1 Arbitration Confidentiality

☐ Arbitration proceedings are confidential per forum rules
☐ Arbitration proceedings are confidential per arbitration agreement
☐ No confidentiality requirement applies
☐ Confidentiality subject to arbitrator order

8.2 Attorney-Client Privilege

All communications between Attorney and Client are protected by attorney-client privilege. Client's disclosure of privileged communications to third parties may waive the privilege.

8.3 Protective Orders

☐ Attorney will seek protective order for confidential business information
☐ Attorney will comply with opposing party's reasonable confidentiality requests
☐ Confidentiality terms to be negotiated as part of discovery

ARTICLE 9: TERMINATION

9.1 Termination by Client

Client may terminate this Agreement at any time by providing written notice to Attorney.

Upon termination:
☐ Client owes fees for services rendered through termination date
☐ Client owes costs incurred through termination date
☐ Unearned retainer will be refunded within [____] days
☐ Attorney will cooperate with transition to successor counsel

9.2 Termination by Attorney

Attorney may withdraw from representation upon:

☐ Client's material breach of this Agreement
☐ Client's failure to pay fees or costs when due
☐ Client's failure to cooperate or provide required information
☐ Discovery of conflict of interest
☐ Client's insistence on pursuing frivolous positions
☐ Other good cause under applicable rules of professional conduct

9.3 Arbitration Rules on Withdrawal

Client understands that withdrawal during pending arbitration may require:

☐ Notice to arbitrator and opposing party
☐ Arbitrator approval (in some forums)
☐ Compliance with forum rules on substitution of counsel

ARTICLE 10: DISCLAIMERS AND ACKNOWLEDGMENTS

10.1 No Guarantee of Outcome

Client acknowledges that Attorney has made NO promises or guarantees regarding the outcome of the arbitration. Arbitration results depend on facts, evidence, applicable law, and the arbitrator's judgment.

10.2 Arbitration vs. Litigation

Client has been advised of the differences between arbitration and litigation, including:

☐ Limited discovery in arbitration
☐ Limited or no right to appeal arbitration award
☐ Arbitrator discretion in procedure and evidence
☐ Potential cost savings or cost increases compared to litigation
☐ Confidentiality differences
☐ Finality of arbitration awards

CLIENT INITIALS: [____]

10.3 Limited Scope Understanding

CLIENT ACKNOWLEDGES AND UNDERSTANDS:

☐ This Agreement covers ONLY arbitration representation
☐ Court proceedings are NOT included
☐ Post-award confirmation/vacatur is NOT included
☐ Related matters or disputes are NOT included
☐ Attorney has explained the risks and limitations

CLIENT INITIALS: [____]

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof.

11.2 Amendments

This Agreement may only be amended by written instrument signed by both parties.

11.3 Governing Law

This Agreement shall be governed by the laws of the State of [________________________________].

11.4 Fee Disputes

☐ Disputes regarding fees under this Agreement shall be resolved by fee arbitration through the [________________________________] Bar Association
☐ Disputes shall be resolved by mediation followed by arbitration under [________________________________] rules
☐ Disputes shall be resolved by litigation in [________________________________]

Note: Client has been advised of the advantages and disadvantages of agreeing to arbitrate fee disputes with Attorney, as required by applicable ethics rules.

11.5 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE 12: SIGNATURES

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement.

ATTORNEY:

Signature: [________________________________]
Name: [________________________________]
Date: [__/__/____]

CLIENT:

Signature: [________________________________]
Name: [________________________________]
Title (if signing for entity): [________________________________]
Date: [__/__/____]

EXHIBIT A: ARBITRATION TIMELINE (ESTIMATED)

EXHIBIT B: FEE AND COST ESTIMATE

These are estimates only. Actual fees and costs may vary based on case developments.

SOURCES AND REFERENCES

• Federal Arbitration Act, 9 U.S.C. § 1 et seq.
• AAA Commercial Arbitration Rules and Mediation Procedures
• JAMS Comprehensive Arbitration Rules and Procedures
• ABA Model Rules of Professional Conduct, Rules 1.2(c), 1.5
• NYCLA Ethics Opinion 723 (Arbitration Clauses in Engagement Agreements)
• ABA Formal Opinion 02-425 (Retainer Agreement Arbitration Provisions)

This template is provided for informational purposes only and should be reviewed and customized by a licensed attorney in accordance with applicable rules and the specific arbitration forum.