CORPORATE COUNSEL RETAINER AGREEMENT

OUTSIDE GENERAL COUNSEL SERVICES

AGREEMENT DATE: [__/__/____]

ATTORNEY/FIRM INFORMATION

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

CLIENT ORGANIZATION INFORMATION

Company Name: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________]
Primary Contact: [________________________________]
Title: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ARTICLE 1: ENGAGEMENT AS OUTSIDE GENERAL COUNSEL

1.1 Nature of Engagement

Client hereby engages Attorney to serve as Outside General Counsel ("OGC") for Client's general business legal matters. This engagement provides ongoing legal support on a retainer basis, offering Client access to legal counsel for routine business matters without maintaining in-house legal staff.

1.2 Identity of Client

☐ Attorney represents the organization (Client) itself, not its individual owners, officers, directors, or employees
☐ Attorney may communicate with authorized representatives on behalf of Client
☐ Individuals may require separate representation for personal matters

Authorized Representatives for Client:

1.3 Scope of General Counsel Services

INCLUDED Services (covered by monthly retainer):

Corporate Governance:
☐ Board of Directors meeting attendance (up to [____] meetings/year)
☐ Board resolution drafting and review
☐ Corporate minutes preparation
☐ Annual meeting coordination
☐ Corporate formalities compliance
☐ Shareholder/member communications
☐ Governance policy review

Contracts and Transactions:
☐ Contract review and drafting (standard business contracts)
☐ Vendor and supplier agreements
☐ Customer/client agreements
☐ Non-disclosure agreements
☐ Service agreements
☐ Lease review (office/commercial space)
☐ Contract negotiation support

Employment Matters:
☐ Employment agreement drafting and review
☐ Independent contractor agreements
☐ Employee handbook review and updates
☐ Employment policy consultation
☐ Separation/termination guidance
☐ Non-compete and non-solicitation agreements
☐ Basic HR compliance guidance

Regulatory and Compliance:
☐ Regulatory compliance guidance (general)
☐ Business license and permit guidance
☐ Privacy policy review
☐ Website terms of service
☐ Basic data protection guidance

General Business Advice:
☐ Business strategy legal consultation
☐ Risk management guidance
☐ Vendor/partner due diligence review
☐ General legal questions and research
☐ Preventive legal counseling

1.4 Services EXCLUDED from Retainer

The following require separate engagement and fees:

Litigation and Disputes:
☐ Litigation (filing or defending lawsuits)
☐ Arbitration or mediation representation
☐ Regulatory investigations or enforcement actions
☐ Administrative hearings
☐ Collection matters

Major Transactions:
☐ Mergers and acquisitions
☐ Asset purchases or sales over $[________________________________]
☐ Financing transactions (debt or equity)
☐ Real estate acquisitions or sales
☐ Business restructuring
☐ Bankruptcy or insolvency

Specialized Matters:
☐ Intellectual property registration and prosecution
☐ Patent applications
☐ Securities law compliance (if publicly traded)
☐ International transactions
☐ Environmental law matters
☐ Tax planning and controversy
☐ Immigration matters
☐ Employee benefits/ERISA
☐ Complex regulatory matters (FDA, SEC, etc.)

High-Volume Work:
☐ Contract review exceeding [____] contracts per month
☐ Projects requiring more than [____] hours per month

CLIENT INITIALS: [____]

ARTICLE 2: RETAINER FEE STRUCTURE

2.1 Monthly Retainer

Client agrees to pay a monthly retainer fee of $[________________________________] per month.

Retainer includes:
☐ Up to [____] hours of legal services per month
☐ Unlimited phone/email consultations (brief inquiries only)
☐ [____] contract reviews per month (up to [____] pages each)
☐ Priority response time
☐ Designated attorney availability

2.2 Services Within Retainer

The monthly retainer covers:

☐ Telephone and email consultations on included matters
☐ Contract review and drafting (within limits specified)
☐ Brief legal research (up to [____] hours per topic)
☐ Document preparation and review (standard complexity)
☐ Board meeting attendance (within limits specified)
☐ Annual review of standard policies and agreements

2.3 Additional Services and Hourly Rates

Services exceeding the retainer scope or hours are billed at:

☐ Client will be notified before services exceed retainer
☐ Rollover: Unused hours ☐ do ☐ do not roll over to next month (max [____] hours)
☐ Overage hours billed monthly at above rates

2.4 Retainer Type

☐ True Flat Fee Retainer: Monthly fee covers all included services regardless of hours used. Attorney earns fee upon receipt.

☐ Hourly-Based Retainer: Monthly fee represents advance deposit for [____] hours. Unused hours are refunded/credited; additional hours billed at stated rates.

☐ Hybrid Retainer: Base monthly fee of $[________________________________] for availability and unlimited brief consultations, plus hourly billing for substantive projects.

2.5 Fee Adjustment

☐ Retainer fee is fixed for [____] months from effective date
☐ Attorney may propose fee adjustments with [____] days written notice
☐ Fee adjustments require mutual written agreement
☐ Annual cost of living adjustment of up to [____]% may apply

ARTICLE 3: BILLING AND PAYMENT

3.1 Payment Terms

Monthly Retainer Payment:
☐ Due on the [____] day of each month
☐ Due in advance on the first of each month
☐ Due upon receipt of invoice

Payment Method:
☐ Check
☐ ACH/Bank Transfer
☐ Credit Card
☐ Automatic recurring payment authorized

3.2 Additional Fee Invoicing

For services exceeding the retainer:

☐ Monthly invoices for additional services
☐ Payment due within [____] days of invoice
☐ Detailed time entries provided
☐ Itemized expense reimbursement

3.3 Late Payment

☐ Late payments subject to [____]% monthly interest
☐ Services may be suspended after [____] days past due
☐ Attorney reserves right to withdraw for non-payment

3.4 Expense Reimbursement

Client agrees to reimburse the following expenses:

☐ Filing fees and government charges
☐ Courier and overnight delivery
☐ Document production and copying (over [____] pages): $[____]/page
☐ Travel expenses (pre-approved)
☐ Third-party service fees
☐ Court reporter fees
☐ Expert consultant fees
☐ Other: [________________________________]

ARTICLE 4: COMMUNICATION AND AVAILABILITY

4.1 Response Times

Attorney agrees to the following response times:

4.2 Communication Methods

☐ Email (preferred for non-urgent matters)
☐ Telephone during business hours: [____] AM to [____] PM [____] Time
☐ Mobile/after-hours for urgent matters: [________________________________]
☐ Video conference for meetings
☐ Secure client portal: [________________________________]

4.3 Regular Meetings

☐ Scheduled check-in calls: ☐ Weekly ☐ Bi-weekly ☐ Monthly
☐ Board meeting attendance: [____] times per year
☐ Annual legal review meeting
☐ Quarterly business review

4.4 After-Hours Availability

☐ Attorney available for urgent matters outside business hours
☐ After-hours rate: $[________________________________]/hour (or standard rate)
☐ True emergencies: [________________________________] (contact method)

ARTICLE 5: CONFLICTS OF INTEREST

5.1 Current Conflicts

Attorney has conducted a conflicts check and represents:

☐ No conflicts identified
☐ Potential conflict(s) identified and disclosed:
[________________________________]
[________________________________]

☐ Client waives identified conflicts: CLIENT INITIALS: [____]

5.2 Future Conflicts

☐ Attorney will conduct conflicts checks for new matters
☐ Attorney will promptly notify Client of potential conflicts
☐ Conflicting representations require written waiver
☐ Attorney may decline representation in conflicting matter without waiver

5.3 Affiliate and Subsidiary Representation

☐ This Agreement covers only the Client entity named above
☐ This Agreement covers Client and the following affiliates:
[________________________________]
[________________________________]

☐ Representation of new affiliates requires written amendment

ARTICLE 6: CONFIDENTIALITY

6.1 Attorney-Client Privilege

All communications between Attorney and Client's authorized representatives regarding legal matters are protected by attorney-client privilege.

6.2 Confidentiality Obligations

Attorney agrees to:

☐ Maintain confidentiality of all Client information
☐ Not disclose Client matters without authorization
☐ Implement reasonable data security measures
☐ Require staff and associates to maintain confidentiality

6.3 Exceptions

Confidentiality does not apply to:

☐ Information publicly available
☐ Information disclosed with Client's consent
☐ Information Attorney is required by law to disclose
☐ Information necessary to collect fees or defend against malpractice claims

6.4 Document Security

Attorney will:

☐ Store Client documents securely (physical and electronic)
☐ Use encrypted email for sensitive communications
☐ Maintain backup of electronic files
☐ Dispose of documents securely per retention policy

ARTICLE 7: FILE AND DOCUMENT MANAGEMENT

7.1 Client Files

☐ Attorney will maintain organized files for Client matters
☐ Electronic file storage: ☐ Yes ☐ No
☐ Client has access to file materials upon request

7.2 Document Retention

☐ Attorney will retain files for [____] years after matter conclusion
☐ Original documents returned to Client upon request
☐ Destruction notice provided before file disposal

7.3 Client Property

Client documents and property will be returned upon:

☐ Termination of engagement
☐ Client request
☐ Matter conclusion

ARTICLE 8: CORPORATE CLIENT MATTERS

8.1 Constituent Communications

Attorney may receive confidential information from Client's:

☐ Officers
☐ Directors
☐ Employees
☐ Agents

Such communications are made on behalf of and belong to the Client organization.

8.2 Reporting Obligations

If Attorney learns of conduct that may be adverse to Client's interests, Attorney:

☐ Will report concerns to Client's senior management or Board
☐ Will follow procedures required by ABA Model Rule 1.13
☐ May be required to withdraw if issues not addressed

8.3 No Individual Representation

☐ Attorney does not represent individual officers, directors, or employees in their personal capacity
☐ Individuals may need separate counsel for personal matters or matters where their interests diverge from Client's

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Scope of Liability

☐ Attorney's liability is limited to direct damages caused by Attorney's negligence
☐ Attorney shall not be liable for consequential, special, or punitive damages
☐ Maximum liability: $[________________________________] or amount of fees paid, whichever is greater

9.2 Professional Liability Insurance

Attorney maintains professional liability insurance with:

☐ Per claim limit: $[________________________________]
☐ Aggregate limit: $[________________________________]
☐ Evidence of insurance provided upon request

9.3 Client's Acknowledgment

Client acknowledges that:

☐ Attorney cannot guarantee outcomes
☐ Business decisions involve risk beyond legal advice
☐ Attorney's advice is based on information provided by Client
☐ Laws may change after advice is provided

ARTICLE 10: TERM AND TERMINATION

10.1 Initial Term

This Agreement is effective for an initial term of:

☐ [____] months from the effective date
☐ Month-to-month with no minimum commitment
☐ [____] year(s) from the effective date

10.2 Renewal

☐ Agreement automatically renews for successive [____]-month terms
☐ Either party may terminate at end of term with [____] days notice
☐ Agreement continues month-to-month after initial term

10.3 Termination

By Client:
☐ Client may terminate at any time with [____] days written notice
☐ Client owes fees for services rendered through termination date
☐ Prepaid retainer for future months refunded

By Attorney:
☐ Attorney may terminate with [____] days written notice
☐ Attorney will complete urgent matters or transition to successor counsel
☐ Attorney may terminate immediately for non-payment or conflict

10.4 Effect of Termination

Upon termination:

☐ Attorney will provide transition assistance
☐ Client files returned within [____] days
☐ Final invoice provided within [____] days
☐ Confidentiality obligations continue indefinitely

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

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 Dispute Resolution

Disputes arising from this Agreement shall be resolved by:

☐ Mediation followed by binding arbitration
☐ Fee arbitration through the [________________________________] Bar Association
☐ Litigation in [________________________________] County, [________________________________]

11.5 Severability

If any provision of this Agreement is unenforceable, the remaining provisions shall continue in effect.

11.6 Assignment

☐ Client may not assign this Agreement without Attorney's written consent
☐ Attorney may assign to successor firm with notice to Client

11.7 Notices

All notices shall be in writing and delivered to the addresses set forth above.

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 (Organization):

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

EXHIBIT A: SCOPE OF SERVICES DETAIL

Included Services Specifications

Corporate Governance:
| Service | Monthly Limit | Notes |
|---------|---------------|-------|
| Board meetings | [____] per year | In-person or virtual |
| Resolution drafting | [____] per month | Standard resolutions |
| Minutes preparation | [____] per month | |
| Governance consultation | [____] hours/month | |

Contract Services:
| Service | Monthly Limit | Notes |
|---------|---------------|-------|
| Contract review | [____] contracts | Up to [____] pages each |
| Contract drafting | [____] contracts | Standard templates |
| NDA preparation | Unlimited | Using standard form |
| Negotiation support | [____] hours | Phone/email support |

Employment Matters:
| Service | Monthly Limit | Notes |
|---------|---------------|-------|
| Offer letters | [____] per month | |
| Separation guidance | [____] per month | Consultation only |
| Policy review | [____] hours/month | |
| HR consultation | [____] hours/month | |

EXHIBIT B: SERVICE REQUEST FORM

Date: [__/__/____]

Requested By: [________________________________]

Type of Service:
☐ Contract Review
☐ Contract Drafting
☐ Employment Matter
☐ Corporate Governance
☐ Regulatory Inquiry
☐ General Consultation
☐ Other: [________________________________]

Description of Request:
[________________________________]
[________________________________]
[________________________________]

Deadline (if any): [__/__/____]

Priority:
☐ Urgent (same day)
☐ High (within 48 hours)
☐ Standard (within 1 week)
☐ Low (within 2 weeks)

Documents Attached:
☐ Yes (list): [________________________________]
☐ No

EXHIBIT C: RATE SCHEDULE FOR ADDITIONAL SERVICES

SOURCES AND REFERENCES

• ABA Model Rules of Professional Conduct, Rules 1.2, 1.5, 1.6, 1.7, 1.13
• Association of Corporate Counsel - Outside Counsel Retainer Resources
• San Diego County Bar Association - Business and Corporate Articles
• Beverly Hills Law Corp - Outside General Counsel Agreement Guidance
• Saul Ewing LLP - Outsourced General Counsel Program Guidelines

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