FLAT FEE WITH MILESTONE PAYMENTS AGREEMENT

LEGAL SERVICES RETAINER AGREEMENT

This Agreement is entered into as of [__/__/____] ("Effective Date")

BETWEEN:

ATTORNEY/LAW FIRM:
Name: [________________________________]
Bar Number: [________________________________]
Firm Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

AND

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ARTICLE 1: SCOPE OF REPRESENTATION

1.1 Legal Matter

Attorney agrees to represent Client in the following matter:

Matter Description: [________________________________]

Case/File Number (if applicable): [________________________________]

Court/Tribunal (if applicable): [________________________________]

1.2 Specific Services Included

The flat fee covers the following specific services:

☐ Initial consultation and case evaluation
☐ Legal research and analysis
☐ Preparation of pleadings and motions
☐ Document drafting and review
☐ Discovery preparation and responses
☐ Depositions (specify number: [____])
☐ Court appearances (specify number: [____])
☐ Negotiations and settlement discussions
☐ Trial preparation
☐ Trial representation
☐ Other: [________________________________]

1.3 Services Expressly Excluded

The following services are NOT included in the flat fee and will be billed separately at the hourly rates specified in Article 4:

☐ Appeals or post-judgment motions
☐ Enforcement of judgments
☐ Additional depositions beyond those specified
☐ Expert witness coordination and testimony
☐ Travel outside [________________________________] county
☐ Emergency or expedited matters
☐ Matters requiring services beyond [__/__/____]
☐ Other: [________________________________]

ARTICLE 2: FLAT FEE STRUCTURE

2.1 Total Flat Fee Amount

The total flat fee for the services described in Article 1.2 is:

Total Flat Fee: $[________________________________]

2.2 Milestone Payment Schedule

The flat fee shall be paid in installments based on the completion of the following milestones:

TOTAL: $[________________________________]

2.3 Milestone Definitions

Milestone 1 - Engagement and Initial Review:
This milestone is earned upon: execution of this Agreement, initial client interview, preliminary case assessment, and conflict check completion.

Milestone 2 - [________________________________]:
This milestone is earned upon: [________________________________]

Milestone 3 - [________________________________]:
This milestone is earned upon: [________________________________]

Milestone 4 - [________________________________]:
This milestone is earned upon: [________________________________]

Milestone 5 - [________________________________]:
This milestone is earned upon: [________________________________]

Milestone 6 - Final Milestone:
This milestone is earned upon: [________________________________]

ARTICLE 3: TRUST ACCOUNT AND PAYMENT TERMS

3.1 Advance Deposit to Trust Account

☐ Client shall pay the full flat fee of $[________] upon execution of this Agreement, to be deposited into Attorney's client trust account (IOLTA).

☐ Client shall pay Milestone 1 payment of $[________] upon execution, with subsequent milestones due upon completion as specified above.

3.2 Transfer of Earned Fees

Attorney shall transfer milestone payments from the client trust account to the operating account only upon completion of each milestone as defined in Article 2.3. Client will receive written notice when each milestone is completed and funds are transferred.

3.3 Payment Methods Accepted

☐ Check payable to: [________________________________]
☐ Wire transfer to: [________________________________]
☐ Credit card (subject to [____]% processing fee)
☐ ACH/Electronic transfer
☐ Other: [________________________________]

3.4 Late Payment

If any milestone payment is not received within [____] days of the due date:
☐ A late fee of $[________] or [____]% per month may be assessed
☐ Attorney may suspend work until payment is received
☐ Attorney may withdraw from representation pursuant to applicable rules

ARTICLE 4: COSTS AND EXPENSES

4.1 Costs Separate from Flat Fee

The flat fee does NOT include costs and expenses, which shall be Client's responsibility. These include but are not limited to:

4.2 Cost Advance

☐ Client shall provide an initial cost advance of $[________] to be held in trust.
☐ Costs will be billed monthly and due within [____] days of invoice.
☐ Attorney will advance costs and seek reimbursement at conclusion.

4.3 Additional Services Hourly Rates

Services outside the scope of this Agreement will be billed at:
- Attorney: $[________] per hour
- Associate Attorney: $[________] per hour
- Paralegal: $[________] per hour
- Legal Assistant: $[________] per hour

ARTICLE 5: REFUND PROVISIONS

5.1 Refund of Unearned Fees

If the representation terminates before all milestones are completed, Client shall be entitled to a refund of fees paid for milestones not yet completed. Fees for completed milestones are non-refundable as they represent earned compensation.

5.2 Partial Milestone Completion

If representation terminates during the completion of a milestone, the refund shall be calculated as follows:

☐ Pro Rata Method: Refund = (Percentage of milestone work remaining) × (Milestone payment amount)

☐ Hourly Conversion Method: If milestone partially completed, Attorney will calculate time expended at $[________]/hour, and refund difference between milestone payment and time expended.

5.3 Termination for Cause

If Attorney terminates for Client's material breach (non-payment, failure to cooperate, misrepresentation), Attorney may retain fees earned plus reasonable compensation for work in progress.

5.4 Documentation

Upon termination or conclusion, Attorney shall provide Client with:
- Accounting of all fees earned and retained
- Accounting of all costs expended
- Refund of any unearned fees within [____] days
- Return of all client documents and property

ARTICLE 6: CLIENT RESPONSIBILITIES

6.1 Cooperation

Client agrees to:

☐ Provide all requested documents and information promptly
☐ Respond to communications within [____] business days
☐ Attend all scheduled meetings, depositions, and court appearances
☐ Be truthful and complete in all information provided
☐ Notify Attorney of any changes in contact information
☐ Not take actions that may prejudice the matter without consultation

6.2 Decision-Making Authority

Client retains authority over all significant decisions, including:
- Whether to accept settlement offers
- Whether to proceed to trial
- Selection of witnesses to be called
- Ultimate objectives of the representation

6.3 Effect of Non-Cooperation

Failure to cooperate may result in:
- Delay in milestone completion
- Additional fees for work necessitated by non-cooperation
- Attorney's withdrawal from representation

ARTICLE 7: COMMUNICATION

7.1 Communication Methods

Attorney will communicate with Client via:
☐ Email: [________________________________]
☐ Telephone: [________________________________]
☐ Mail: [________________________________]
☐ Client portal: [________________________________]

7.2 Response Times

Attorney will respond to non-emergency communications within [____] business days.

7.3 Status Updates

Attorney will provide status updates:
☐ Monthly in writing
☐ Upon completion of each milestone
☐ Upon significant developments
☐ As otherwise agreed: [________________________________]

ARTICLE 8: TERMINATION

8.1 Client's Right to Terminate

Client may terminate this Agreement at any time by written notice to Attorney. Upon termination:
- Client shall pay for all completed milestones
- Refund provisions in Article 5 shall apply
- Attorney shall provide Client's file within [____] days

8.2 Attorney's Right to Withdraw

Attorney may withdraw from representation for good cause, including:
- Non-payment of fees or costs
- Client's failure to cooperate
- Client's insistence on illegal or unethical conduct
- Irreconcilable conflict of interest
- Other circumstances permitted by applicable rules

8.3 Withdrawal Procedures

If Attorney withdraws:
- Attorney will provide reasonable notice
- Attorney will take steps to protect Client's interests
- Attorney will assist in transition to new counsel
- Attorney will comply with all court rules regarding withdrawal

ARTICLE 9: DISPUTE RESOLUTION

9.1 Fee Disputes

If a dispute arises regarding fees, the parties agree to:

☐ First attempt resolution through direct negotiation
☐ Submit to mediation through [________________________________]
☐ Submit to binding arbitration through [________________________________]
☐ Utilize state bar fee arbitration program
☐ Other: [________________________________]

9.2 Client's Rights

Client has the right to:
- Request itemized statements at any time
- Dispute fees through available channels
- File complaints with the state bar if appropriate

ARTICLE 10: GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

10.2 Modifications

Any modifications to this Agreement must be in writing and signed by both parties.

10.3 Governing Law

This Agreement shall be governed by the laws of the State of [________________________________] and the rules of professional conduct applicable therein.

10.4 Severability

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

10.5 No Guarantee of Outcome

Client acknowledges that Attorney has made no promises or guarantees regarding the outcome of this matter. The fee arrangement is based on services to be rendered, not results to be achieved.

ARTICLE 11: ACKNOWLEDGMENTS

11.1 Client Acknowledgments

By signing below, Client acknowledges and agrees that:

☐ Client has read and understands this entire Agreement
☐ Client has had the opportunity to ask questions about fees and services
☐ Client understands the milestone payment structure
☐ Client understands which services are included and excluded
☐ Client understands refund rights if representation terminates early
☐ No outcome has been promised or guaranteed
☐ Client has received a copy of this signed Agreement

11.2 Attorney Acknowledgments

By signing below, Attorney acknowledges and agrees that:

☐ Fees comply with ABA Model Rule 1.5 and applicable state rules
☐ Trust account procedures comply with Rule 1.15 and state rules
☐ Attorney will provide written notice when milestones are completed
☐ Unearned fees will be refunded as provided herein

SIGNATURES

CLIENT:

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

ATTORNEY/LAW FIRM:

Signature: ________________________________
Printed Name: [________________________________]
Bar Number: [________________________________]
Date: [__/__/____]

EXHIBIT A: SAMPLE MILESTONE SCHEDULES BY MATTER TYPE

Civil Litigation Example:

Transactional Matter Example:

Family Law Example:

SOURCES AND REFERENCES

• ABA Model Rule 1.5: Fees
• ABA Model Rule 1.15: Safekeeping Property
• ABA Criminal Justice Magazine: Obligations When Receiving Flat Fees
• Colorado Bar: Handling Flat Fees

This template should be reviewed by a licensed attorney and modified to comply with the specific requirements of the jurisdiction where it will be used.