Retainer Agreement – Business/Corporate Matters

1. Parties

• Law Firm: [Firm Name], organized under laws of [State], office at [Address].
• Client: [Company Name], a [Entity Type] formed in [State], principal place of business [Address]. Authorized representative: [Name/Title].

2. Engagement Scope

• Provide legal services for corporate/business matters including contract review, governance, compliance, and general counsel advice relating to [Description].
• Excludes litigation, mergers/acquisitions, securities offerings, tax filings, patent prosecution, or international matters unless added via written amendment.

3. Primary Contacts

• Firm contact: [Attorney Name], email [Email], phone [Phone].
• Client contact: [Representative Name], email [Email], phone [Phone].

4. Fee Structure

• Initial evergreen retainer: $[Amount] to trust account.
• Hourly rates:
• Partner: $[Rate]
• Senior Associate: $[Rate]
• Associate: $[Rate]
• Paralegal/Contract Specialist: $[Rate]
• Rates reviewed annually with 30 days’ notice.
• Monthly invoices payable within [Number] days; late balances accrue [Rate]% per month.

5. Alternative Billing Options (if applicable)

• General counsel subscription of $[Amount] per month covering up to [Number] hours; excess billed at discounted rate $[Rate].
• Project-based flat fees listed in Appendix A.

6. Costs and Expenses

• Client responsible for filing fees, registered agent charges, corporate record books, travel, courier, translation, and third-party vendor costs.
• Expenses over $[Amount] require client pre-approval unless urgent to protect client interests.

7. Client Duties

• Provide accurate and timely information, corporate records, and decision-maker access.
• Notify firm of material events, deadlines, and potential disputes.
• Ensure payment of invoices and replenishment of retainer when requested.

8. Confidentiality and Privilege

• Firm will protect confidential information consistent with professional obligations.
• Client acknowledges privilege may not extend to communications with non-lawyer consultants unless separately retained.

9. Conflicts of Interest

• Firm has conducted initial conflict check; client agrees to promptly disclose relationships that may give rise to conflicts.
• Any future conflicts addressed pursuant to applicable ethics rules; waivers documented in writing.

10. Term and Termination

• Engagement commences upon execution and receipt of retainer; continues until either party terminates in writing.
• Firm may withdraw for nonpayment, conflict, or other ethical grounds.
• Upon termination, firm will deliver client file (electronic copies) and refund unearned retainer, subject to outstanding invoices.

11. Document Retention

• Files retained for [Number] years from matter closure; original corporate records returned to client. After retention period, files may be destroyed absent written instruction.

12. Indemnification for Third-Party Claims

• Client agrees to indemnify firm for liabilities arising from client misrepresentations or unlawful conduct, excluding firm negligence or misconduct.

13. Dispute Resolution

• Any fee dispute submitted to [State Bar Fee Arbitration Program].
• Governing law: [State]; venue: [County/City].

14. Entire Agreement

• This document and any appendices constitute the entire agreement. Amendments must be in writing signed by both parties.

15. Signatures