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What is a Fee Retainer Agreement?

A fee retainer agreement a type is a contract where a client or customer pays in advance for professional services and work product to be specified later. A fee retainer agreement ensures that the professional reserves time for the client in the future when their services are needed. These agreements are typical in the legal profession where clients deposit retainers with their lawyer’s firm.

In addition to the fee, a fee retainer agreement may include other contractual provisions regarding the performance of services. A retainer fee may be paid on a fixed, pre-negotiated rate or on a variable hourly rate

Fee Retainer Agreement Sample

Consulting Agreement

 

This Agreement ("Agreement") is made by and between Geocom Resources Inc. ("Geocom"), a Nevada corporation located at 114 West Magnolia Street, Suite 413, Bellingham, WA, 98225, and Jim Chapman, an independent contractor ("Contractor"), with an address at 2756 West 6th Ave., Vancouver, BC, Canada, V6K 1W8

The date of this Agreement is November 20, 2003, but the effective date of this Agreement is December 1, 2003.

Recitals

Whereas, Geocom conducts mineral resource exploration activities (the "Activities") in the western hemisphere, and elsewhere as considered by its board of directors, and in the conduct of such activities desires the services of Contractor, and

Whereas, Contractor has the education, skills, and experience to fulfill the Activities and other specified duties (the "Duties") on Geocom's behalf as further set forth herein, and

Whereas, both Geocom and Contractor desire to enter into this Agreement for the purpose of conducting the Activities and Duties contemplated herein;

 

Now, Therefore, Geocom and Contractor agree as follows:

1. Retainer: Contractor agrees to devote a minimum time of five days per month to the Activities and Duties of Geocom (the "Retainer"), which shall be in consulting fees in such amount as is mutually agreeable to the parties during the course of the Agreement. Geocom will rely upon Contractor to work such number of days or hours as is reasonably necessary to fulfill the spirit and purpose of such Retainer.

2. Term: The term of this Agreement shall be for a minimum of six months, and shall be renewable upon mutual agreement.

3. Additional Time: Geocom and Contractor agree that additional days (the "Overage") devoted to the Activities of Geocom in excess of days the Retainer shall be charged and billed to Geocom by Contractor at such rate as is mutually agreeable to the parties during the course of the Agreement.

4. Expenses: Geocom agrees to reimburse Contractor for reasonable travel, living, and operating expenses incurred in the conduct of the Activities and Duties. Such reimbursement shall include the costs incurred while away from Contractor's home base. Contractor shall also be reimbursed for the reasonable costs incurred in the performance of Activities and Duties while operating at Contractor's home base.

5. Equipment Rental: Geocom agrees to pay an equipment rental fee, based on daily usage, to Contractor for the use of Contractor's office and field equipment. Such equipment shall include but not be limited to, use of computer and associated equipment, privately licensed software, GPS units, or other technical equipment required in the conduct of Activities. Rates for such rentals shall be set forth in an appendix to this Agreement.

6. Invoices: Contractor agrees to provide a monthly invoice to Geocom, which shall note the Retainer, the Overage, equipment rentals, and any expenses incurred, with documentation as necessary and prudent to verify charges.

7. Stock Option: In consideration of the Retainer, and because Geocom desires to provide an equity incentive to Contractor to achieve the objectives of the shareholders of Geocom, Geocom agrees to grant to the Contractor such number of stock options to Consultant as the Board of directors considers fair and reasonable, upon such terms and conditions as are set out in the Stock Option Agreement between Geocom and the Consultant and pursuant to the Geocom 2003 Stock Option Plan. Geocom's Stock Option Plan Administrator shall grant and administer such stock option, and Contractor agrees to abide by the rules of the Stock Option Plan, receipt of which is herein acknowledged. Contractor also acknowledges receipt and agreement with Geocom's Insider Trading Policy Rules, a copy of which are hereby provided.

8. Duties: As Project Manager, Jim Chapman will be responsible for the planning, implementation and reporting on exploration activities carried out on Geocom properties, as directed by Geocom management.

 

Additional Terms

1. Confidentiality.

Contractor agrees that Geocom's Activities are sensitive in nature, and that disclosure of such Activities could be damaging to Geocom. Accordingly, Contractor and its employees agree to maintain the confidentiality of Geocom's Activities unless required by lawful demand for disclosure of Contractor's knowledge of Activities by a legitimate governing authority with appropriate jurisdiction. Contractor shall notify Geocom of the lawful demand, and allow Geocom to respond or otherwise mitigate the demand. Unless otherwise agreed by Geocom, Contractor shall maintain the confidentiality of Geocom's Activities, including but not restricted to all data, studies, records, maps, electronic or intellectual information, and results of Contractor's Activities in respect of this Agreement affecting Geocom.

2. Indemnifications.

a. Contractor. Contractor shall defend and indemnify Geocom and hold it harmless from all liability or loss arising out of any damage or injury, including death, to any person or property caused by or sustained in connection with the performance of Activities contemplated under this Agreement, except for any damage or injury arising from Geocom's sole negligence. Contractor shall also indemnify Geocom against all liability and loss in connections with, and shall assume full responsibility for, payment of all federal, state, and local taxes and contributions imposed or required under unemployment insurance, social security, and income tax laws, with respect to Contractor, or Contractor's employees, engaged in performance of the Activities of this Agreement.

b. Geocom. Geocom shall defend and indemnify Contractor and hold it harmless from all liability or loss arising out of any damage or injury, including death, to any person or property caused by or sustained in connection with the performance of Activities contemplated under this Agreement, except for any damage or injury arising from Contractor's sole negligence.

3. Termination.

Either Geocom or Contractor may terminate this Agreement without notice for cause. Otherwise, either Geocom or contractor may terminate this Agreement with thirty days notice to the other party.

4. Binding Agreement and Jurisdiction.

Geocom and Contractor agree that this Agreement shall be a binding agreement and that such Agreement shall be governed and construed in accordance with the terms and laws of the state of Nevada.

5. Relationship and Manner of Conduct.

In the performance of the Activities and Duties set forth herein, Contractor shall operate as an independent Contractor. Contractor shall conduct the Activities and Duties, or supervise and direct the Activities and Duties, using Contractor's best skills and attention. Contractor agrees to adhere to Gecom's Code of Business Conduct and Ethics and Compliance Program, receipt of which is hereby acknowledged.

5. Notices.

Any notice required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if:

a. delivered in person during normal business hours on a business day and left with a receptionist or other responsible employee at the applicable address set forth below; or

b. sent by facsimile transmission, charges prepaid and confirmed by prepaid first class mail; or

c. sent via email, utilizing local server and Internet facilities, charges prepaid and confirmed by prepaid first class mail;

In each case addressed to the relevant party as follows:

If to Geocom, addressed to it at:

Geocom Resources Inc.
114 West Magnolia Street
Suite 413
Bellingham, WA 98225

Fax: (360) 733-3941

Email: jhiner@geocom-resources.com

If to Contractor, addressed to it at:

Tamri Geological
2756 West 6th Ave
Vancouver, BC V6K 1W8

Canada

Fax: (604) 681-9855

Email: jchapman@eastfieldgroup.com

6. Complete Agreement.

This Agreement contains the entire Agreement between Geocom and Contractor hereto with respect to the subject matter hereof and supersedes and cancels all prior oral and written agreements.

7. Counterparts.

This Agreement may be executed in counterpart.

8. Exclusion.

If any part of this Agreement is denied by force of law or regulation, the remainder of the Agreement shall remain in full force and not be affected by the part denied.

9. No Amendment or Variation.

This Agreement may not be altered or modified except by writing signed by the parties hereto.

 

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and year first above written.

On behalf of Geocom Resources Inc.
The signature below attests to the
endorsement and agreement hereto:


/s/ John Hiner
Name


President
Title




SIGNED, SEALED AND DELIVERED by
Contractor in the presence of:

Alistar Barrett
Name

456 West 23rd Avenue
Address

Vancouver, BC
Address

Cartographer
Occupation

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/s/ Jim Chapman

Contractor

 


Reference:
Security Exchange Commission - Edgar Database, EX-10 3 ex10-5.htm, Viewed October 24, 2021, View Source on SEC.

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Fee Retainer Agreement

Texas

Asked on Aug 21, 2025

What are the key terms and conditions that should be included in a Fee Retainer Agreement?

I am in the process of hiring a lawyer for a complex legal matter, and they have asked me to sign a Fee Retainer Agreement. While I understand the basic concept of a retainer agreement, I am unsure about the specific terms and conditions that should be included in the agreement to protect both parties' interests. I want to ensure that the agreement is fair and transparent in terms of fees, billing practices, scope of work, termination rights, and any potential conflicts of interest.

Randy M.

Answered Sep 6, 2025

A Fee Retainer Agreement is more than just paperwork. It’s the foundation of your relationship with your attorney. Getting it right from the start can save you a lot of stress and confusion later. So let’s walk through what needs to be in the agreement, and why it matters. Identifying the Parties and the Legal Matter First, the agreement should clearly state who’s involved. That includes your name as the client, the name of the attorney or law firm you’re hiring, and the specific legal issue they’ll be handling. Avoid vague phrases like “general legal services” or “business advice.” You want clear language, such as “representation in a contract dispute with ABC Corporation over the September 2024 supply agreement” or “defense in an employment discrimination claim filed by Jane Smith.” This kind of detail keeps the scope clear and prevents unexpected charges for work you never intended to authorize. Defining the Scope of Representation This part outlines exactly what your lawyer is agreeing to do and what’s outside the scope. For example, if you’re hiring someone just for settlement talks before a lawsuit is filed, the agreement should say whether trial work is included or would require a separate contract. If the matter is more complex, think about whether appeals, related claims, or enforcement actions are covered. Being specific here reduces the chances of misunderstandings or disputes later on. Understanding Fees and Retainers Now we’re getting into the numbers. If you’re paying hourly, ask for a breakdown of who charges what. You’ll want to know the partner’s rate, associate rates, paralegal rates, and whether other staff could be billing time on your case. Ask how time is tracked. Most firms bill in six-minute increments (0.1 hours), but some use 15-minute blocks, which can raise costs quickly for short tasks. Retainers can be a bit confusing, so here’s the key difference. A “true retainer” is a fee that reserves the attorney’s availability. It’s paid whether or not work is performed and is usually non-refundable because the attorney may turn down other cases for you. But states like California place strict rules on these. They often require special disclosures and written acknowledgments from the client. More commonly, you'll pay an “advance fee deposit,” which goes into a trust account and is applied toward work as it's performed. If there’s money left at the end, you should get it back. Your agreement needs to be clear about which type of retainer you’re paying and how those funds will be handled. Flat fee and contingency arrangements are different again. If you’re paying a flat fee, make sure the scope is very clear. A flat fee for contract review may not include negotiating changes or handling disputes that come up later. If it’s a contingency case, ask whether the attorney’s percentage is taken before or after expenses are deducted, and what happens if you recover fees or costs from the other side. Written Agreements Are Often Required Don’t assume a handshake agreement is enough. Many states require a written contract if legal fees are expected to exceed a certain amount. In California, for example, anything over $1,000 in fees must be documented in writing. The agreement must include things like how fees are calculated, what services are covered, and your right to fee arbitration. Other states have similar rules, so be sure you understand what’s legally required where you live. Managing the Retainer and Billing Your agreement should state the initial retainer amount, where it will be held, and how it will be used. Most advance deposits go into a trust account and are billed against as work is completed. The agreement should also say when you’ll be asked to replenish the retainer and what happens if you don’t. Some attorneys stop working until the retainer is restored. Others continue working and just bill you. You should receive detailed monthly invoices that show the date of the work, a clear description of what was done, how much time it took, and who did the work. “Research legal issues” isn’t helpful. It should be something like “researched force majeure clauses under New York contract law.” Also pay attention to when invoices are due and what the consequences are for late payment. Some firms charge interest or pause work until your account is current. If you expect cash flow issues, it’s better to talk about payment plans now rather than waiting until you’re behind. Costs and Out-of-Pocket Expenses Legal fees are one thing. Expenses are another. Your agreement should separate them clearly. You’ll usually be responsible for court filing fees, service of process, deposition transcripts, expert witnesses, travel, and similar costs. Some firms pass these on at actual cost, while others apply a markup. Be sure to ask. For larger expenses like expert witnesses or extensive document discovery, consider requesting a clause that requires your approval for anything above a certain amount. That way, you won’t be surprised by a $5,000 invoice for something you never agreed to. Watch for vague language like “reasonable administrative costs including a 10% surcharge.” If it feels excessive, negotiate. Setting Communication Expectations This is often skipped, but it matters. Will you get regular updates? How fast should you expect responses to emails or phone calls? If your matter is complex, you may want monthly status reports, even during slow periods. The agreement should also confirm that you can access your file and request copies of documents at any time. Ending the Attorney-Client Relationship You always have the right to fire your attorney, but you’ll still owe for work already done. The agreement should explain how to end the relationship. Do you need to give written notice? Is there a required notice period? On the other side, your attorney also needs the ability to withdraw under certain conditions. These may include nonpayment, lack of cooperation, or ethical conflicts. Make sure the reasons for withdrawal are spelled out and reasonable. Once the relationship ends, the agreement should cover how your file will be transferred and how unused funds will be returned. Some states require prompt refunds. Others allow time for a final accounting. Avoid language that could delay access to your documents or allow the firm to hold onto your file unnecessarily. Conflicts of Interest Your attorney should confirm that no conflicts exist. That means they’re not representing the other side or anyone with a competing interest in your matter. If you’re being asked to waive a potential conflict (for example, if the lawyer represented the other party in a totally unrelated case) make sure you understand what that means and that you’re agreeing voluntarily. Also ask what happens if a conflict arises later. Will the attorney continue representing you? The other client? Neither? These are big questions that can have serious consequences for your case, so get clarity upfront. Handling Disputes Most agreements include arbitration or mediation clauses for fee disputes. These can be faster and more private than court, but they may also mean giving up your right to a jury trial. Some clauses make arbitration binding, which means there’s no appeal. If you’re not comfortable with that, negotiate. You might agree to arbitrate billing issues but leave malpractice claims open to the courts. Other Protective Terms to Look For Your agreement should say there are no guarantees about the outcome of your case and that your communications are protected by attorney-client privilege. That’s standard. What isn’t standard are broad liability waivers. If the agreement says the attorney can’t be held responsible for anything that goes wrong, that’s a red flag. The agreement should also say which state’s law applies and include what’s called an “entire agreement” clause. That means the written document controls the relationship and that any side conversations won’t override it. Red Flags to Avoid Be cautious of agreements that let the attorney raise fees without notice, require large non-refundable retainers without explanation, or give the firm too much control over termination terms. Watch for ambiguous language around expense markups or hourly rates that say “subject to change at any time.” That’s not fair to you. Also make sure there’s a clear process for returning unused retainer funds. Some firms try to keep money they haven’t earned. That’s not appropriate. Final Thoughts You don’t have to accept every word of a retainer agreement as-is. Ask questions. If something’s unclear or doesn’t sit right, speak up. A good attorney won’t mind and will appreciate that you’re taking it seriously. And if it’s a big case or high-stakes matter, it’s completely reasonable to have another lawyer review the agreement before you sign. This agreement lays the groundwork for your entire working relationship with your attorney. Taking the time to understand it and ensure it reflects your interests can save you stress (and money) down the road.

Read 1 attorney answer>

Real Estate

Fee Retainer Agreement

New York

Asked on Jul 12, 2024

Can you explain the purpose and terms of a Fee Retainer Agreement?

I am currently in the process of hiring a lawyer for a legal matter and have been presented with a Fee Retainer Agreement. While I understand that this document outlines the lawyer's fees and payment terms, I would like a thorough explanation of its purpose and the specific terms I should be aware of. I want to ensure that I fully understand the financial obligations and protections provided by this agreement before proceeding with legal representation.

Arthur S.

Answered Aug 19, 2024

In many states, e.g. New York, Fee Retainer agreements are required by law before any legal services can be performed. As you have indicated, the base purpose of a retainer agreement is to set forth a clear description of the scope of legal services to be performed and the fees and disbursements payable in connection with the rendering of such services. The retainer agreement should also set forth the rights of both client and attorney in the event a dispute arises between them and the methodology for resolving such dispute, e.g. arbitration vs lawsuit. The retainer agreement should also set forth the right of the client to terminate, as well as the right of the attorney to withdraw from, the attorney/client relationship.

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Donya was helpful and encouraging.

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Recent Project:
Review Attorney engagement contract 2pages
Location: Illinois
Turnaround: Less than a week
Service: Contract Review
Doc Type: Fee Retainer Agreement
Page Count: 3
Number of Bids: 6
Bid Range: $180 - $395
User Feedback:
Dan was extremely helpful! Explained everything clearly and thoroughly and showed kindness throughout the process.

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