DEPOSITION ONLY RETAINER AGREEMENT

(Limited Scope Representation for Deposition Proceedings)

ATTORNEY INFORMATION:

Attorney Name: [________________________________]

Firm Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

State Bar Number: [________________________________]

CLIENT INFORMATION:

Client Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Telephone: [________________________________]

Email: [________________________________]

1. PURPOSE OF THIS AGREEMENT

This Deposition Only Retainer Agreement ("Agreement") is entered into as of [__/__/____] between the Attorney and Client named above.

PURPOSE: The Client wishes to retain the Attorney to provide LIMITED representation for a deposition proceeding ONLY. The Attorney will NOT represent the Client in any other aspect of the underlying litigation or matter.

2. DEPOSITION INFORMATION

A. Client's Role in Deposition

The Client is being deposed as:

☐ Party to the lawsuit (Plaintiff, Defendant, or other named party)

☐ Fact witness (Non-party witness with relevant knowledge)

☐ Corporate representative (Rule 30(b)(6) or equivalent designee)

☐ Expert witness (Retained or treating expert)

☐ Other: [________________________________]

B. Underlying Case Information

Case Caption: [________________________________]

Court: [________________________________]

Case Number: [________________________________]

Judge (if assigned): [________________________________]

Nature of Case:

☐ Personal injury ☐ Contract dispute ☐ Employment matter

☐ Business litigation ☐ Family law ☐ Real estate

☐ Construction ☐ Insurance ☐ Other: [________________________________]

C. Deposition Details

Deposition Date: [__/__/____]

Start Time: [____:____] ☐ AM ☐ PM

Location: [________________________________]

Format:

☐ In-person deposition

☐ Remote video deposition (Zoom, Teams, etc.)

☐ Telephonic deposition

Noticing Party:

☐ Plaintiff(s): [________________________________]

☐ Defendant(s): [________________________________]

☐ Third party: [________________________________]

Deposing Attorney: [________________________________]

Court Reporter: [________________________________] (if known)

Videographer: ☐ Yes ☐ No ☐ Unknown

3. SCOPE OF REPRESENTATION

A. Services Included in This Engagement

Pre-Deposition Services:

☐ Review of deposition notice and subpoena (if applicable)

☐ Review of relevant case documents

☐ Review of pleadings and discovery responses

☐ Preparation session(s) with Client

• Number of sessions: [____]
• Estimated time per session: [____] hours

☐ Discussion of deposition procedures and rules

☐ Review of potential areas of questioning

☐ Practice questioning with Client

☐ Advice on proper deposition conduct

☐ Document review with Client

☐ Communication with deposing counsel regarding logistics

☐ Preparation of document request responses (if subpoena duces tecum)

☐ Other: [________________________________]

Deposition Day Services:

☐ Attendance at deposition on [__/__/____]

☐ Protection of Client's legal rights during deposition

☐ Objections to improper questions (for the record)

☐ Instructions not to answer (when legally appropriate)

☐ Requests for breaks and consultations

☐ Real-time advice during the deposition

☐ Handling of exhibits and documents

☐ Review of documents before Client testifies about them

☐ Attendance at continuation sessions (if scheduled): [__/__/____]

☐ Other: [________________________________]

Post-Deposition Services:

☐ Review of deposition transcript (when available)

☐ Assistance with errata sheet corrections

☐ Advice on signing/not signing transcript

☐ Brief consultation regarding deposition outcome

☐ Other: [________________________________]

B. Rule 30(b)(6) / Corporate Representative Depositions

If Client is appearing as a corporate representative:

☐ Review of topics designated in notice

☐ Assistance gathering information on designated topics

☐ Preparation of Client on corporate knowledge

☐ Advice on scope of representative testimony

☐ Objections to topics outside proper scope

4. SERVICES EXPRESSLY EXCLUDED

IMPORTANT: The Attorney will NOT provide the following services:

Litigation Services

☐ General litigation representation

☐ Filing or responding to motions

☐ Conducting discovery (interrogatories, document requests, etc.)

☐ Responding to discovery

☐ Taking depositions of other witnesses

☐ Court appearances (other than deposition-related motions, if separately agreed)

☐ Trial preparation or trial representation

☐ Settlement negotiations

☐ Appeals

Other Excluded Services

☐ Communication with parties (other than for deposition logistics)

☐ Legal research beyond deposition preparation

☐ Representation in any other proceeding

☐ Advice on non-deposition issues in the case

☐ Post-deposition motions (unless separately agreed)

☐ [________________________________]

If additional services are needed, a separate retainer agreement will be required.

5. DEPOSITION RULES AND PROCEDURES

A. Attorney's Role at Deposition

The Client understands that during the deposition:

☐ The deposing attorney asks the questions

☐ The Client must answer most questions truthfully

☐ The Attorney can object for the record (objections usually preserved)

☐ The Attorney can instruct not to answer only in limited circumstances:
- To preserve a privilege (attorney-client, spousal, etc.)
- To enforce a court limitation on discovery
- To present a motion to terminate or limit

☐ The Attorney can request reasonable breaks

☐ The Attorney cannot coach or suggest answers

B. Proper Objections

The Attorney will make objections to preserve issues regarding:

☐ Form of the question (leading, compound, vague, etc.)

☐ Privilege (attorney-client, work product, etc.)

☐ Relevance (in limited circumstances)

☐ Harassment or bad faith questioning

☐ Questions outside scope of permitted discovery

☐ Questions beyond designated topics (Rule 30(b)(6))

C. Instructions Not to Answer

The Attorney may instruct Client not to answer ONLY when:

☐ The question seeks privileged information

☐ A court order limits the inquiry

☐ The questioning is conducted in bad faith or to harass

☐ A motion to terminate is being made

6. CLIENT'S RESPONSIBILITIES

A. Before the Deposition

☐ Provide all relevant documents and information to Attorney

☐ Attend all scheduled preparation sessions

☐ Review documents as directed by Attorney

☐ Inform Attorney of all facts relevant to the case

☐ Disclose any concerns about testimony

☐ Be truthful and complete with Attorney

☐ Gather documents requested by subpoena (if applicable)

☐ Confirm availability for deposition date and time

B. During the Deposition

☐ Listen carefully to each question

☐ Wait for Attorney's objection before answering (if any)

☐ Answer truthfully and completely

☐ Do not guess or speculate

☐ Ask for clarification if question is unclear

☐ Do not volunteer information beyond the question

☐ Review documents carefully before testifying about them

☐ Request breaks when needed

☐ Follow Attorney's instructions

☐ Remain calm and professional

C. After the Deposition

☐ Review transcript when available (if electing to do so)

☐ Identify any errors for errata sheet

☐ Sign transcript by deadline (if required/desired)

☐ Maintain confidentiality of deposition content

7. WITNESS FEES AND COMPENSATION

A. If Client is a Non-Party Witness

Witness Fee: Client may be entitled to:

☐ Statutory witness fee: $[____] per day (varies by jurisdiction)

☐ Mileage reimbursement: $[____] per mile

☐ Reasonable expenses

Payment Responsibility:

☐ Noticing party responsible for witness fees

☐ Client to seek reimbursement directly from noticing party

B. If Client is an Expert Witness

☐ Expert's fee arrangement is separate from this Agreement

☐ Expert's fee: $[____] per hour for deposition testimony

☐ Noticing party responsible for expert's fee

8. FEES AND PAYMENT

A. Attorney Fee Structure (check one)

☐ Flat Fee

☐ Hourly Rate

Rate: $[____] per hour

Estimated hours:
- Preparation: [____] hours
- Deposition: [____] hours
- Post-deposition: [____] hours
- Estimated total: [____] hours ($[____])

☐ Hybrid Fee

Flat fee for preparation: $[____]

Hourly rate for deposition attendance: $[____] per hour

B. Additional Time

If deposition exceeds estimated time:

☐ Additional time billed at $[____] per hour

☐ Continuation sessions billed at $[____] per session

☐ Additional preparation billed at $[____] per hour

C. Retainer

☐ No retainer required

☐ Retainer: $[____] due upon signing

☐ Retainer applied to final invoice; unused portion refunded

D. Payment Terms

☐ Full payment due before deposition

☐ Payment due within [____] days of invoice

☐ 50% due at signing; balance due before deposition

E. Costs

The Client is responsible for:

☐ Attorney travel expenses (if applicable): ☐ At cost ☐ Capped at $[____]

☐ Transcript copy fees (if Client wants copy)

☐ Video copy fees (if Client wants copy)

☐ Parking fees

☐ Other: [________________________________]

9. CONFIDENTIALITY AND PRIVILEGE

A. Attorney-Client Privilege

All communications between Attorney and Client regarding deposition preparation are protected by attorney-client privilege.

B. Privilege During Deposition

During the deposition:

☐ Communications between Attorney and Client during breaks may be privileged

☐ Attorney may instruct Client not to answer questions seeking privileged information

☐ Work product prepared by Attorney is protected

C. Deposition Transcript

☐ Deposition transcript may be used in court proceedings

☐ Transcript may be shared with parties to the litigation

☐ Client should not share transcript publicly without legal advice

10. CONFLICT OF INTEREST

A. Conflicts Check

The Attorney has performed a conflicts check for:

• Parties to underlying litigation: [________________________________]
• Deposing attorney/firm: [________________________________]

Result: ☐ No conflict ☐ Conflict waived (see below)

B. If Client is Witness in Litigation Where Attorney Represents a Party

☐ This situation does NOT apply (Attorney represents no party in underlying case)

☐ Attorney also represents [________________________________] in the underlying case

If so, the following disclosures and waivers apply:

☐ Potential conflict has been explained to Client

☐ Client waives conflict and consents to representation

☐ Party-client also waives conflict and consents

☐ Written conflict waivers attached

11. TERMINATION

A. Completion

This engagement terminates automatically upon:

☐ Completion of the deposition and any post-deposition services listed above

☐ Expiration of errata deadline (if transcript review included)

☐ [__/__/____] (specific end date)

B. Termination by Client

Client may terminate at any time by written notice. Client will pay:

☐ All fees for services rendered

☐ All costs incurred

C. Termination by Attorney

Attorney may withdraw if:

☐ Client fails to cooperate with preparation

☐ Client fails to pay as agreed

☐ Client insists on giving false testimony

☐ Continued representation would violate Rules of Professional Conduct

D. Termination Before Deposition

If engagement terminates before deposition:

☐ Client must find alternative representation or attend pro se

☐ Attorney will provide reasonable notice if possible

12. DEPOSITION POSTPONEMENT OR CANCELLATION

A. If Deposition is Postponed

☐ This Agreement remains in effect for rescheduled deposition

☐ Additional preparation may be billed at $[____] per hour

☐ If postponed more than [____] days, additional retainer may be required

B. If Deposition is Cancelled

☐ Client pays for preparation time already spent

☐ Cancellation fee of $[____] if cancelled within [____] hours

☐ Retainer balance refunded

13. AFTER THE DEPOSITION

A. Transcript Review

☐ Attorney will review transcript with Client (included in fee)

☐ Transcript review available for additional fee of $[____]

☐ Client may review transcript independently

B. Errata Sheet

If errors are found in transcript:

☐ Attorney will assist with errata sheet (included in fee)

☐ Errata assistance available for additional fee of $[____]

☐ Deadline for errata: [____] days after transcript availability

C. No Further Representation

After deposition services are complete:

☐ Attorney has NO obligation to represent Client in the underlying case

☐ Attorney has NO obligation to represent Client at trial

☐ Attorney has NO obligation to monitor case developments

☐ Client should seek separate counsel if ongoing representation needed

14. CLIENT ACKNOWLEDGMENTS

By signing this Agreement, the Client acknowledges and understands:

☐ This representation is LIMITED to the deposition ONLY

☐ The Attorney will NOT represent me in the underlying lawsuit

☐ The Attorney's role ends when deposition services are complete

☐ I must testify truthfully at the deposition

☐ I understand the deposition process and rules

☐ I have been advised of the risks of limited scope representation

☐ I consent to this limited representation voluntarily

☐ If I need representation in the lawsuit, I must retain separate counsel

15. SIGNATURES

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

ATTORNEY:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

ATTACHMENT A: DEPOSITION PREPARATION CHECKLIST

Documents to Provide to Attorney

☐ Deposition notice/subpoena

☐ Subpoena duces tecum (document request)

☐ Complaint and Answer

☐ Your discovery responses

☐ Other parties' discovery responses

☐ Relevant contracts or documents

☐ Prior testimony (if any)

☐ Photos, videos, or physical evidence

☐ Correspondence related to the case

☐ Your notes or records

☐ Other: [________________________________]

Information to Discuss with Attorney

☐ Your knowledge of the facts

☐ Your relationship to the parties

☐ Prior statements you've made

☐ Documents you've seen or created

☐ Concerns about specific questions

☐ Privileged communications

☐ Other: [________________________________]

ATTACHMENT B: DEPOSITION DAY REMINDERS

What to Bring

☐ Photo identification

☐ Copy of this Agreement

☐ Documents requested in subpoena duces tecum

☐ Any documents Attorney advises

☐ Notepad and pen

☐ Reading glasses (if needed)

☐ Medications/necessities for full-day session

☐ Snacks/drinks (some depositions are lengthy)

What to Remember

☐ Listen to the entire question before answering

☐ Ask for clarification if you don't understand

☐ Answer only what is asked

☐ Do not guess - say "I don't know" if you don't know

☐ Do not estimate unless you say it's an estimate

☐ Review documents before testifying about them

☐ You can request breaks

☐ You can confer with your attorney (with some limitations)

☐ Stay calm and professional

☐ Tell the truth

STATE-SPECIFIC NOTES

California

• Cal. Code Civ. Proc. sections 2025.010 et seq. govern depositions
• Objections must be stated concisely and in a non-argumentative manner
• Written fee agreements required for matters over $1,000

Texas

• Texas Rules of Civil Procedure Rules 199-203 govern depositions
• Objections preserve issues for trial
• Depositions limited to 6 hours unless court orders otherwise

New York

• CPLR Article 31 governs depositions
• Examination limited to matters material and necessary
• Written engagement required under 22 NYCRR Part 1215

Florida

• Florida Rules of Civil Procedure Rule 1.310 governs depositions
• Objections shall be stated concisely
• Speaking objections prohibited

Federal Court

• Federal Rules of Civil Procedure Rules 30-32 govern depositions
• 7-hour time limit for deposition (1 day of 7 hours)
• Objections must be stated concisely and in a non-suggestive manner

SOURCES AND REFERENCES

• ABA Model Rule 1.2 - Scope of Representation
• NYCBA Ethics Opinion 2016-2 - Representing Witness at Deposition
• Federal Rules of Civil Procedure Rule 30
• NY Courts - Letters of Engagement Rules