How to Read a Lawyer Retainer Agreement

A retainer agreement, sometimes called an engagement letter, is the written contract between you and a lawyer or law firm. It explains what the lawyer will do, how you will pay, and what happens if the working relationship changes. Many people sign it quickly because it looks long and technical. It is worth reading slowly, because it sets the rules for the whole matter.

Why the agreement matters

Once you sign, the agreement becomes the main reference for questions about fees, communication, and scope. Conversations can be forgotten or remembered differently by each side. A written agreement gives both of you the same starting point. If something in the meeting is not in the agreement, ask the lawyer to add it before you sign.

The scope of the work

Look first for a description of the work the firm will do. Good agreements state the matter, such as "represent the client in a personal injury claim arising from a car accident on a specific date," and list what is included and excluded. Appeals, other lawsuits, or related claims are often outside the original scope unless the agreement says otherwise.

If the scope is vague, ask for more detail. A clear scope protects you from surprise bills and helps you understand what the lawyer will and will not handle.

Fees and billing

The fee section explains how the lawyer will be paid. It may describe hourly rates, a flat fee for a task, or a contingency percentage. Read how often you will receive bills or updates, what a billing entry will include, and when payment is due. Ask whether rates can change during the matter, and whether you will be told in writing before any change takes effect.

Costs and expenses

Costs are separate from fees. The agreement should list which costs you may owe, such as filing fees, records charges, travel, or reports from outside professionals. It should say whether the firm will pay those costs first and ask you to repay them, or whether you will pay them as they come up. Ask whether the firm needs your approval before spending a large amount on a cost.

Deposits and trust accounts

Some agreements require an upfront deposit. The agreement should say whether the money goes into a trust or client account, how it is used, and what happens to any unused balance. Ask for statements that show how the money is tracked. Clear records make it easier to understand each bill.

Communication and decisions

Look for a section about communication. It should explain who is your main contact, how quickly you can expect replies, and how the firm will tell you about important offers, court dates, or deadlines. Some agreements also explain who makes decisions. In most matters, the client decides whether to settle, although the lawyer gives advice about the choice.

Ending the relationship

Many agreements explain how either side can end the relationship. You should find out whether you can change lawyers at any time, what paperwork is needed, and whether fees or costs are owed for work already done. The lawyer may also have the right to withdraw in certain situations, and the agreement should describe those cases. Ask what would happen to your file and documents if the relationship ends.

Disputes about fees

Some agreements describe how a disagreement about fees will be handled. In many states, the state bar or another official body offers a process for reviewing fee disputes. Check whether the agreement mentions this option and ask how it works where you live. Keep copies of your bills and your agreement in case you need them later.

Questions to ask before you sign

Ask the lawyer to explain any term you do not understand. Ask for a copy you can keep, and take time to read it without pressure. You can ask for changes before you sign, and a careful firm will explain its reasons if it cannot make a change. Make sure the lawyer who will handle the case is named in the agreement or in writing.

Also check the signature block. The person signing for the firm should be the lawyer or an authorized representative, and the agreement should show the firm's name and address.

Where to get help

If a term is unclear, you can ask your state bar or a legal aid organization for general information about how these agreements work. The USAGov legal aid page lists free and low-cost programs, and the Legal Services Corporation site lets you search by address or city.

Frequently asked questions

Do I have to sign the agreement on the first visit?

No. You can take the agreement home, compare it with other offers, and ask questions before you decide. Ask the firm whether there is a time limit on the offer.

Can I change the agreement after I sign?

Changes are usually made in writing and signed by both sides. Ask the firm to explain how any change would be documented.

What is an engagement letter?

It is another name for the written agreement that sets out the terms of the representation. The two terms are often used for the same document.

Should I keep a copy?

Yes. Keep a signed copy with your other important papers, along with the bills you receive.

Related: Browse guides on legal topics and lawyers in Los Angeles.

This page is general information, not legal advice. Laws change and every case is different — talk to a licensed attorney about your situation.