[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-contract-on-retaining-legal-counsel-D5189":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CONTRACT ON RETAINING LEGAL COUNSEL This Agreement for Contract on Retaining Legal Counsel (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Client\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Legal Counsel\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [YOUR COMPANY NAME] (the \"Client\" hereinafter) would like to retain [COMPANY NAME] (the \"Legal Counsel\" hereinafter) as its legal counsel, according to \"Provisional Rules on Legal Counsel of the [COUNTRY]\". The two parties through consultation hereby agree upon, and shall be bound by, the following terms: Legal Counsel will designate [SPECIFY NAME], the lawyer employed by Client, to work as Legal Counsel's. Legal counsel [SPECIFY] will provide legal assistance and protect Legal Counsel's interests vested by law. The legal counsel will provide the following services: Providing answers to legal questions, and issuing written legal opinion when necessary;",null,"Contract on Retaining Legal Counsel","2",32,"doc","https://templates.business-in-a-box.com/imgs/1000px/contract-on-retaining-legal-counsel-D5189.png","https://templates.business-in-a-box.com/imgs/250px/5189.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5189.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"contract retaining legal counsel","Contract on Retaining Legal Counsel Template","https://templates.business-in-a-box.com/imgs/400px/5189.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Services & Consulting","/templates/services-and-consulting/",[34,38,42,46,50,54,58,62,66,70,74,78,82,100,115,130,142,160],{"label":35,"url":36,"thumb":37,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":39,"url":40,"thumb":41,"extension":10},"Audit Contract","/template/audit-contract-D13507","https://templates.business-in-a-box.com/imgs/250px/13507.png",{"label":43,"url":44,"thumb":45,"extension":10},"Business Contract","/template/business-contract-D13818","https://templates.business-in-a-box.com/imgs/250px/13818.png",{"label":47,"url":48,"thumb":49,"extension":10},"Catering Contract","/template/catering-contract-D12731","https://templates.business-in-a-box.com/imgs/250px/12731.png",{"label":51,"url":52,"thumb":53,"extension":10},"Contract Addendum","/template/contract-addendum-D13172","https://templates.business-in-a-box.com/imgs/250px/13172.png",{"label":55,"url":56,"thumb":57,"extension":10},"Freelance Contract","/template/freelance-contract-D13270","https://templates.business-in-a-box.com/imgs/250px/13270.png",{"label":59,"url":60,"thumb":61,"extension":10},"Photography Contract","/template/photography-contract-D12664","https://templates.business-in-a-box.com/imgs/250px/12664.png",{"label":63,"url":64,"thumb":65,"extension":10},"Assignment of Contract","/template/assignment-of-contract-D939","https://templates.business-in-a-box.com/imgs/250px/939.png",{"label":67,"url":68,"thumb":69,"extension":10},"Transport Contract","/template/transport-contract-D13289","https://templates.business-in-a-box.com/imgs/250px/13289.png",{"label":71,"url":72,"thumb":73,"extension":10},"Cleaning Service Contract","/template/cleaning-service-contract-D12732","https://templates.business-in-a-box.com/imgs/250px/12732.png",{"label":75,"url":76,"thumb":77,"extension":10},"Contract for Logistics Services","/template/contract-for-logistics-services-D868","https://templates.business-in-a-box.com/imgs/250px/868.png",{"label":79,"url":80,"thumb":81,"extension":10},"Contract for the Storage of Goods","/template/contract-for-the-storage-of-goods-D869","https://templates.business-in-a-box.com/imgs/250px/869.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":98,"url":99},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":91,"description":6},"consulting agreement long",[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":113,"url":114},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[110],{"label":111,"url":112},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":86,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":123,"description":6},"non disclosure agreement nda",[125,126],{"label":17,"url":94},{"label":127,"url":128},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":131,"descriptionCustom":6,"label":132,"pages":103,"size":86,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":141},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":137,"description":6},"service agreement",[139,140],{"label":17,"url":94},{"label":17,"url":94},"/template/service-agreement-D12711",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":86,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":159},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":150,"description":6},"employment agreement_at will employee",[152,155,158],{"label":153,"url":154},"Human Resources","human-resources",{"label":156,"url":157},"Hire an Employee","hire-employee",{"label":17,"url":94},"/template/employment-agreement_at-will-employee-D541",{"description":161,"descriptionCustom":6,"label":162,"pages":85,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[169,170,171],{"label":153,"url":154},{"label":156,"url":157},{"label":17,"url":94},"employment agreement executive","/template/employment-agreement-executive-D543",false,{"seo":176,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":513,"classification":514},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Contract on Retaining Legal Counsel Template | BIB","Free legal retainer agreement template for hiring an attorney. Covers scope of work, fees, billing, confidentiality, and termination.","contract on retaining legal counsel",[181,182,183,184,185,186,187,188],"legal retainer agreement template","attorney retainer contract template","retainer agreement template word","lawyer retainer contract","legal services agreement template","attorney client retainer template free","retaining legal counsel agreement","law firm engagement letter template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"medium",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Contract on Retaining Legal Counsel is a binding agreement between a client — typically a business or individual — and an attorney or law firm that formalizes the legal services relationship. This free Word download defines the scope of representation, fee structure, billing procedures, confidentiality obligations, and grounds for termination so both parties begin the engagement with aligned expectations.\n","Use it whenever you engage outside counsel for ongoing advisory services, a specific transaction, or litigation — before any substantive legal work begins. It is also required by bar association rules in many jurisdictions when fees exceed a defined threshold.\n","Parties and engagement scope, fee arrangements and retainer deposit, billing and invoicing terms, client cooperation obligations, confidentiality and attorney-client privilege, conflict of interest disclosure, file and record handling, and termination with notice requirements.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Small business owners","Engaging outside counsel for contracts, disputes, or compliance matters","persona-small-business-owner",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Retaining a lawyer before a funding round, IP filing, or incorporation","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Corporate legal departments","Formalizing relationships with outside law firms for specialized matters","persona-corporate-counsel",{"title":214,"use_case":215,"icon_asset_id":216},"Individual professionals","Hiring personal legal counsel for employment disputes or real estate transactions","persona-professional",{"title":218,"use_case":219,"icon_asset_id":220},"Nonprofit executives","Engaging legal counsel for governance, grant compliance, or board matters","persona-nonprofit-exec",{"title":222,"use_case":223,"icon_asset_id":224},"Real estate investors","Retaining a real estate attorney for ongoing acquisition or portfolio work","persona-real-estate-investor",[226,230,234,237,241,245,249],{"situation":227,"recommended_template":228,"slug":229},"Engaging counsel for a single defined transaction or matter","Legal Services Agreement (Fixed-Fee)","referral-fee-agreement-D12730",{"situation":231,"recommended_template":232,"slug":233},"Ongoing monthly advisory relationship with a flat monthly fee","Monthly Legal Retainer Agreement","retainer-agreement-D12703",{"situation":235,"recommended_template":236,"slug":229},"Hiring a lawyer on contingency for litigation","Contingency Fee Agreement",{"situation":238,"recommended_template":239,"slug":240},"Engaging in-house counsel as an employee rather than outside counsel","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":242,"recommended_template":243,"slug":244},"Retaining a law firm specifically for intellectual property work","IP Legal Services Agreement","ip-sale-agreement-D964",{"situation":246,"recommended_template":247,"slug":248},"Formal engagement letter required by a bar association","Attorney Engagement Letter","engagement-letter-D13681",{"situation":250,"recommended_template":251,"slug":252},"Engaging a consultant for legal compliance without practicing law","Consulting Agreement","consulting-agreement---long-D12543",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Retainer","An upfront deposit paid to an attorney before work begins, drawn down as the attorney bills time against it.",{"term":258,"definition":259},"Engagement Letter","A document — often used interchangeably with a retainer agreement — that confirms the scope of legal services, fees, and the attorney-client relationship.",{"term":261,"definition":262},"Attorney-Client Privilege","A legal protection that keeps confidential communications between an attorney and client from being disclosed to third parties or in court proceedings.",{"term":264,"definition":265},"Scope of Representation","The defined boundaries of what legal matters the attorney is hired to handle — matters outside this scope are not covered by the agreement.",{"term":267,"definition":268},"Hourly Rate","The per-hour fee charged by an attorney or law firm, billed against time recorded in tenths of an hour (six-minute increments).",{"term":270,"definition":271},"Conflict of Interest","A situation where an attorney's duties to one client conflict with duties to another client, a former client, or the attorney's own interests — requiring disclosure or disqualification.",{"term":273,"definition":274},"Fiduciary Duty","The attorney's legal obligation to act in the client's best interest, maintain loyalty, and exercise independent professional judgment.",{"term":276,"definition":277},"Matter","A specific legal project or case for which the attorney is engaged — a single retainer agreement may cover one or multiple matters.",{"term":279,"definition":280},"Billing Increment","The minimum unit of time billed by an attorney, typically 0.1 hour (six minutes) or 0.25 hour (fifteen minutes).",{"term":282,"definition":283},"Trust Account","A segregated bank account — separate from the attorney's operating funds — in which client retainer deposits and settlement funds are held.",{"term":285,"definition":286},"Withdrawal","The attorney's termination of the representation, subject to bar association rules on notice and client file transfer.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and engagement identification","Identifies the client (individual or legal entity) and the attorney or law firm, and assigns a matter name or number for billing and record-keeping purposes.","This Agreement is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [LAW FIRM NAME], a [STATE] professional corporation ('Counsel'). Counsel is engaged to represent Client in connection with [MATTER DESCRIPTION] ('the Matter').","Using a trade name instead of the client's registered legal entity. If the client is an LLC or corporation, the contracting party must be the entity — not the individual owner — or the privilege protection and fee obligations may not apply to the business.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Scope of representation","Defines precisely which legal matters Counsel is hired to handle and explicitly excludes anything outside that scope, preventing fee disputes and scope-creep.","Counsel's representation is limited to [SPECIFIC MATTER OR SERVICES]. Counsel is not retained for any other matter, including [EXCLUDED MATTERS], unless the parties execute a written amendment to this Agreement.","Leaving the scope open-ended to allow flexibility. Vague scope language leads to billing disputes when the client assumes a service is covered and the attorney assumes it is not.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Fee arrangement and billing rates","States whether fees are hourly, flat, contingency, or a combination; specifies the billing rate for each attorney or staff category; and describes how rate changes will be communicated.","Counsel shall bill at the following rates: Partner — $[X]/hr; Associate — $[X]/hr; Paralegal — $[X]/hr. Rates are subject to annual adjustment with [30] days' written notice to Client.","Agreeing to a rate verbally and not reflecting it in writing. If the engagement letter states a different rate than what was discussed, the written document governs — and the client typically has no recourse for the difference.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Retainer deposit and trust account","Requires the client to pay an initial retainer deposit held in the attorney's trust account, which is drawn down as fees and expenses are incurred, with a replenishment threshold.","Upon execution, Client shall pay a retainer deposit of $[AMOUNT] to be held in Counsel's trust account. Counsel shall apply earned fees and costs against the deposit. When the balance falls below $[THRESHOLD], Client shall replenish the deposit to $[AMOUNT] within [10] business days of written notice.","Not specifying a replenishment threshold. When no threshold is defined, attorneys either work past a depleted retainer and face collection risk, or stop work abruptly — both outcomes disrupt the client's matter.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Billing, invoicing, and payment terms","Describes the billing cycle, invoice format, payment deadline, and interest or late fees on overdue balances.","Counsel shall issue itemized invoices monthly. Payment is due within [30] days of the invoice date. Balances unpaid after [30] days accrue interest at [X]% per month. Counsel may suspend services for accounts overdue by more than [60] days.","No itemization requirement. Invoices that list only a total without line items make it impossible for the client to verify charges or identify billing errors, which courts consider an ethics issue in many jurisdictions.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Client cooperation and communication obligations","Sets out the client's responsibilities: providing accurate information, responding to requests promptly, and notifying counsel of any developments affecting the matter.","Client shall promptly provide Counsel with all documents, information, and instructions reasonably requested. Client acknowledges that delays in providing requested information may affect case timelines and Counsel's ability to meet deadlines.","Omitting client obligations entirely. Without this clause, clients who miss deadlines or fail to produce documents have no contractual basis for their responsibilities, making it difficult for the attorney to withdraw or reallocate liability for resulting harm.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality and attorney-client privilege","Confirms that all communications between the client and counsel are privileged and confidential, and states the limited exceptions where disclosure may be required by law.","All information Client discloses to Counsel in connection with this engagement is confidential and protected by attorney-client privilege to the fullest extent permitted by law. Counsel shall not disclose such information without Client's written consent, except as required by applicable law or court order.","Assuming privilege is automatic and omitting it from the contract. In some jurisdictions, business clients — especially corporate entities — must affirmatively establish the privilege for communications with in-house or outside counsel through documentation.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Conflict of interest disclosure","Requires the attorney to disclose any known conflicts between the client and other current or former clients, and describes the process for resolving or waiving conflicts.","Counsel represents that, as of the date of this Agreement, no known conflict of interest exists that would prevent representation of Client in the Matter. If a conflict arises during the engagement, Counsel shall notify Client in writing within [5] business days and take appropriate action per applicable bar rules.","No conflict check provision at all. Without it, a client who later discovers the attorney also represents an adverse party has no contractual basis for a breach claim — only a bar complaint — which provides no direct remedy.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"File ownership, records, and return","Clarifies who owns the client file, how long the attorney retains records, and the procedure for returning documents upon termination.","Client's file, including documents provided by Client, is the property of Client. Upon termination of this Agreement, Counsel shall return Client's original documents within [15] business days and retain copies for [7] years in accordance with applicable bar rules.","No record-retention period or return timeline. Clients who later need case files for follow-on litigation or regulatory matters have no contractual right to retrieval if this clause is absent.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Termination and withdrawal","States how either party may end the engagement, notice requirements, the attorney's obligations on withdrawal under bar rules, and how earned fees and the retainer are settled on termination.","Either party may terminate this Agreement with [10] business days' written notice. Counsel's withdrawal is subject to applicable bar association rules on notice and court approval where required. Upon termination, Counsel shall invoice for all earned fees through the termination date; any unused retainer balance shall be returned to Client within [15] business days.","No fee-settlement procedure on termination. Without it, disputes over what portion of the retainer is 'earned' versus refundable regularly end in bar complaints or small claims court.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify parties with full legal names and entity types","Enter the client's registered legal name — LLC, corporation, or individual — and the law firm's formal professional entity name. Include state of incorporation and principal office addresses for both parties.","Confirm the law firm's registered entity name from their state bar listing, not their marketing website, to ensure the contract binds the correct professional entity.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the scope of representation precisely","Write a one- to three-sentence description of the specific matter or services covered. Then add an explicit exclusion sentence naming at least two categories of work that are not covered by this agreement.","If the engagement is expected to expand, include a clause allowing scope amendments by signed addendum rather than leaving the original scope broad.",{"step":350,"title":351,"description":352,"tip":353},3,"Fill in the fee arrangement and hourly rates","Select the fee type — hourly, flat, contingency, or blended — and enter the rate for each billing category (partner, associate, paralegal). If rates will be reviewed annually, set the notice period for rate changes.","Request a matter budget alongside the retainer agreement — even a rough estimate of total anticipated fees helps the client plan cash flow and creates a reference point for billing disputes.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the retainer deposit amount and replenishment threshold","Enter the initial retainer deposit, confirm it will be held in a trust account, and set a specific dollar threshold that triggers a replenishment request. Tie the replenishment deadline to a fixed number of business days.","A replenishment threshold at 25–30% of the initial retainer gives enough buffer to avoid work stoppages while keeping the client's cash commitment manageable.",{"step":360,"title":361,"description":362,"tip":363},5,"Specify billing cycle, invoice format, and payment terms","Choose monthly or bi-monthly billing. Confirm invoices will be itemized by date, matter, timekeeper, activity description, and time spent. Set a payment due date and late-interest rate.","Require electronic invoice delivery to the client's accounts-payable email — invoices that go to the project contact instead of AP consistently pay 10–15 days later.",{"step":365,"title":366,"description":367,"tip":368},6,"Add the conflict of interest disclosure and waiver language","Confirm the attorney has performed a conflict check and insert the result. If a limited waivable conflict exists, describe it specifically and include the client's written consent in this clause.","Do not use a blanket advance conflict waiver for future unknown conflicts — courts and bar associations in several jurisdictions refuse to enforce them for matters that are directly adverse.",{"step":370,"title":371,"description":372,"tip":373},7,"State termination notice periods and retainer settlement procedure","Enter the notice period for voluntary termination (typically 10–15 business days) and the timeline for returning unused retainer funds. Reference bar association rules on court-supervised withdrawal where the matter is in litigation.","Include a clause confirming that termination does not relieve the client of the obligation to pay for fees earned up to the termination date — this prevents clients from terminating to avoid an invoice.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before any substantive legal work begins","Both parties must sign and date the agreement before the attorney begins work. Send the signed copy to the client's legal or finance contact and store the original in your matter management system.","Use a timestamped electronic signature to document exact execution time — this matters if a dispute arises about whether services rendered before a formal signature are covered.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"No scope limitations or exclusions","Clients frequently assume a retained attorney handles all legal matters for the business. Without a defined scope and explicit exclusions, fee disputes and professional liability exposure are almost inevitable.","Write a specific scope paragraph and a corresponding exclusion paragraph. List at least two categories of excluded work by name so both parties have the same understanding at the outset.",{"mistake":385,"why_it_matters":386,"fix":387},"Oral agreement on fees with no written rate confirmation","When billing rates are discussed verbally and the engagement letter reflects different figures — or no figures — the written document governs, and the client typically has no recourse for the discrepancy.","Confirm every fee component in writing before execution: hourly rates by timekeeper category, billing increments, expense pass-through policy, and any flat or capped fee arrangements.",{"mistake":389,"why_it_matters":390,"fix":391},"No retainer replenishment threshold","Without a defined replenishment trigger, attorneys continue working past a depleted trust account and face collection risk, or stop work abruptly — both outcomes create malpractice and ethics exposure.","Set a specific dollar threshold — typically 25–30% of the initial deposit — and a hard deadline (e.g., 10 business days) for the client to replenish, with suspension of services as the stated consequence of non-compliance.",{"mistake":393,"why_it_matters":394,"fix":395},"Skipping the conflict of interest clause","An attorney who later discovers a conflict with another client may be disqualified mid-matter, leaving the client without representation at a critical juncture and the attorney exposed to a bar complaint.","Include a clause confirming a conflict check was performed, disclosing any known conflicts, and establishing the process for notifying the client if a conflict emerges during the engagement.",{"mistake":397,"why_it_matters":398,"fix":399},"No client cooperation or communication obligations","When clients delay producing documents or ignore attorney requests, matters stall and deadlines are missed — but without a cooperation clause, the attorney bears the reputational and liability risk for those delays.","Add a clause specifying that the client will respond to requests within a defined timeframe (e.g., 5 business days) and acknowledging that delays caused by the client are not attributable to counsel.",{"mistake":401,"why_it_matters":402,"fix":403},"No file return or record retention timeline on termination","Clients who need case files years later for follow-on litigation, regulatory inquiries, or insurance claims have no contractual right to retrieval if the agreement is silent on records.","State explicitly that original client documents are the client's property, set a return timeline on termination (e.g., 15 business days), and specify how long the attorney retains copies (typically 7 years).",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a contract on retaining legal counsel?","A contract on retaining legal counsel — also called a legal retainer agreement or attorney engagement letter — is a binding document that formalizes the relationship between a client and an attorney or law firm. It defines the scope of legal services, fee structure, billing terms, confidentiality obligations, conflict of interest disclosures, and how either party may terminate the engagement. It is the foundational document for any professional legal services relationship and is required or strongly recommended by bar associations in most jurisdictions.\n",{"question":409,"answer":410},"When is a retainer agreement required?","Bar association rules in most US states and Canadian provinces require a written fee agreement for any engagement where fees are expected to exceed a defined threshold — commonly $1,000 in the US. In the UK, the Solicitors Regulation Authority requires client care letters at the outset of every matter. Even where not legally mandatory, a written retainer agreement is considered standard professional practice and provides essential protection for both the attorney and the client.\n",{"question":412,"answer":413},"What is the difference between a retainer fee and an hourly fee?","A retainer fee is an upfront deposit paid to the attorney before work begins and held in a trust account. It is drawn down as hourly fees and expenses are incurred — it is not a flat fee for a defined scope of work. An hourly fee is the per-hour rate charged as work is performed. The retainer ensures the attorney has secure funds to draw against; the hourly rate determines how quickly the retainer is consumed.\n",{"question":415,"answer":416},"Can a client terminate a legal retainer agreement at any time?","In most jurisdictions, yes — clients have a near-absolute right to discharge their attorney at any time, for any reason, subject to paying for earned fees. The attorney is entitled to compensation for work performed up to the termination date at the agreed rate. Any unused retainer balance must be returned promptly. The attorney's right to withdraw is more restricted and typically requires court approval when a matter is in active litigation.\n",{"question":418,"answer":419},"What happens to the retainer deposit if the matter ends early?","Any portion of the retainer deposit that has not been earned through billable fees or applied to approved expenses must be returned to the client. Attorneys are ethically prohibited from treating unearned retainer funds as their own. The return timeline should be specified in the agreement — typically within 15 business days of termination or matter close. Disputes over earned versus unearned funds are among the most common bar complaints filed by clients.\n",{"question":421,"answer":422},"Does a retainer agreement protect attorney-client privilege?","The attorney-client privilege is a legal protection that arises from the relationship itself, not solely from the contract. However, including an explicit confidentiality and privilege clause in the retainer agreement reinforces the scope of the protection, confirms the parties' intent, and provides a clear reference point if privilege is ever challenged. Corporate clients in particular benefit from explicit privilege language covering communications with outside counsel.\n",{"question":424,"answer":425},"Should I use a retainer agreement for a one-time legal matter?","Yes — a retainer agreement or engagement letter is appropriate even for a single transaction, lawsuit, or document review. For one-time, fixed-scope matters, consider a fixed-fee engagement letter instead, which defines the total cost for the defined deliverable rather than charging hourly against a deposit. Both types of agreements define scope, fees, and termination terms and are considered best practice regardless of matter complexity.\n",{"question":427,"answer":428},"What is a conflict of interest in the context of legal representation?","A conflict of interest arises when an attorney's duties to one client conflict with duties owed to another current or former client, a third party, or the attorney's own personal interests. Common examples include representing both parties in a negotiation, representing a new client against a former client on a related matter, or having a financial interest in the outcome of the case. Most conflicts require the affected client's informed written consent to proceed — some are non-waivable and require the attorney to decline or withdraw.\n",{"question":430,"answer":431},"What should I do if my attorney does not provide a retainer agreement?","Ask for one in writing before any work begins. In many jurisdictions, bar rules require a written fee agreement for matters above a minimum threshold, and practicing without one can expose the attorney to discipline. If the attorney declines, prepare your own engagement letter confirming the agreed scope and fees and send it to the attorney for countersignature. Proceeding without any written agreement leaves fee amounts, scope, and termination terms subject to a credibility dispute.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","IP assignment review, SaaS terms of service, data privacy compliance, and venture financing documents all require specialized outside counsel engaged under a clearly scoped retainer.",{"industry":438,"icon_asset_id":439,"specifics":440},"Real Estate","industry-real-estate","Ongoing acquisition, title, and leasing work calls for a monthly retainer structure with matter-specific scope addenda for each transaction rather than a new agreement per deal.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare","industry-healthtech","HIPAA compliance, regulatory approvals, and payer contract negotiations require retainers that explicitly address the handling of protected health information disclosed to counsel during the engagement.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial Services","industry-fintech","SEC, FINRA, or FCA regulatory matters demand counsel with specific credentials — the retainer should reference required regulatory licenses and include enhanced confidentiality covering client financial data.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Product liability exposure, supplier contract disputes, and environmental compliance create recurring legal needs best served by a standing retainer with a defined monthly advisory scope.",{"industry":454,"icon_asset_id":455,"specifics":456},"Professional Services","industry-professional-services","Firms in accounting, consulting, and staffing regularly engage outside counsel for client contract review and employment matters, making a standing retainer with a clear hourly rate schedule more cost-effective than ad hoc engagements.",[458,461,464,467],{"vs":102,"vs_template_id":459,"summary":460},"independent-contractor-agreement-D160","An independent contractor agreement governs a service provider relationship where the provider is not a licensed attorney and is not providing legal advice. A retainer agreement specifically governs the attorney-client relationship, triggers professional privilege protections, and is subject to bar association ethics rules that do not apply to general contractor arrangements. Engaging a lawyer under a contractor agreement rather than a proper retainer may inadvertently waive privilege.",{"vs":251,"vs_template_id":462,"summary":463},"consulting-agreement-D219","A consulting agreement covers advisory services from a non-attorney professional — a business strategist, financial advisor, or HR consultant. It does not create attorney-client privilege, does not trigger bar ethics rules, and does not create the fiduciary duties a lawyer owes a client. Use a consulting agreement for non-legal advisory work and a retainer agreement specifically when engaging licensed legal counsel.",{"vs":132,"vs_template_id":465,"summary":466},"service-agreement-D12711","A general service agreement covers the delivery of professional or commercial services without the specialized ethical framework that governs legal representation. A retainer agreement incorporates bar association requirements for confidentiality, conflict disclosure, trust account handling, and withdrawal — none of which appear in a standard service agreement. Substituting a service agreement for a retainer agreement when hiring a lawyer is generally insufficient to meet regulatory requirements.",{"vs":468,"vs_template_id":469,"summary":470},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between parties in a commercial context and requires contractual enforcement. Attorney-client privilege is a stronger, evidence-law protection that applies automatically to attorney-client communications and cannot be waived by the opposing party. A retainer agreement reinforces and documents the privilege; a standalone NDA does not create it and provides no substitute for the privilege protection in litigation.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Small businesses and individuals hiring general counsel for routine matters — contracts, compliance, or advisory services — at standard market rates","Free","20–30 minutes",{"best_for":477,"cost":478,"time":479},"Engagements involving significant retainer deposits, complex fee structures, or attorneys handling sensitive IP or financial matters","$300–$800 for a bar-certified review of the agreement terms","1–3 days",{"best_for":481,"cost":482,"time":483},"Large corporate engagements, multi-jurisdiction representation, regulated industries, or matters where the attorney's hourly fees are expected to exceed $100,000","$1,500–$5,000+ drafted by outside general counsel or in-house legal","1–2 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Most US state bar associations require a written fee agreement when fees are reasonably expected to exceed $1,000 — California, New York, and Texas each have specific written-fee-agreement statutes. Contingency fee agreements must always be in writing and signed. Retainer deposits must be held in an IOLTA (Interest on Lawyer Trust Account) trust account; commingling with operating funds is an ethics violation. Non-refundable retainers are prohibited or heavily restricted in most states.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Provincial law societies — including the Law Society of Ontario and the Law Society of BC — require lawyers to provide clients with written disclosure of fees and billing practices at the outset of every matter. Retainer deposits must be held in a mixed trust account and recorded per Law Society accounting rules. In Quebec, the agreement must be available in French for clients who request it under the Charter of the French Language. Non-refundable retainers are generally prohibited.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The Solicitors Regulation Authority requires solicitors to provide a client care letter at the start of every matter, covering costs, scope, and the identity of the supervising solicitor. Fixed fees must include VAT disclosure. Solicitors must inform clients of their right to complain and the existence of the Legal Ombudsman. Barristers instructed directly by clients under the Bar Standards Board's Direct Access rules must also provide written terms.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU member states impose varying requirements on written fee agreements — France, Germany, and the Netherlands all require written mandates for legal representation. GDPR applies to personal data processed by law firms on behalf of clients; the retainer agreement should address data processing responsibilities if the matter involves personal data. Cross-border engagements within the EU may implicate the CCBE Code of Conduct for European Lawyers, which requires written confirmation of fee arrangements.",[252,459,469,465,240,506,507,508,509,510,511,512],"employment-agreement-executive-D543","letter-of-intent_acquisition-of-business-D5197","cease-and-desist-letter-D12916","partnership-agreement-D12551","llc-operating-agreement-D5209","general-power-of-attorney-D1037","settlement-agreement-D916",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":94,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"services-and-consulting","agreement","general","all-stages",[520,521,522,523,524],"contract","confidentiality","legal-services","attorney","engagement",0.95,"\u003Ch2>What is a Contract on Retaining Legal Counsel?\u003C/h2>\n\u003Cp>A \u003Cstrong>Contract on Retaining Legal Counsel\u003C/strong> — also called a legal retainer agreement or attorney engagement letter — is a binding written agreement between a client and an attorney or law firm that establishes the formal terms of the legal services relationship. It defines who is being represented and for what purpose, how fees are calculated and billed, how retainer deposits are held and replenished, what confidentiality protections apply, and how either party may terminate the engagement. Unlike an informal handshake arrangement, a properly executed retainer agreement creates enforceable obligations on both sides and satisfies the written-fee-agreement requirements imposed by bar associations in most jurisdictions. This free Word download gives you a professionally structured starting point you can customize and execute in under 30 minutes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Engaging a lawyer without a written retainer agreement exposes both the client and the attorney to significant, avoidable risk. Without a defined scope of representation, clients routinely assume their attorney handles matters the attorney never agreed to cover — leading to billing disputes, missed deadlines, and potential malpractice claims. Without a documented fee structure and trust account requirement, disagreements about what is owed are resolved by a court or bar tribunal rather than a contract. Clients who pay an undocumented retainer have no written basis to demand a refund of unearned funds. Attorneys who begin work without a signed agreement may find their fees challenged as unreasonable or unenforceable. In California, New York, Ontario, and most UK matters, a written fee agreement is not merely best practice — it is a professional conduct requirement. This template closes every one of those gaps before a single billable hour is recorded.\u003C/p>\n",1778773576403]