Below is a free sample retention letter you can use in negotiating with your attorney. The XXXs represent areas that are particularly negotiable. There is a version of this sample retention letter available on our parent site, www.lowermyattorneysfees.com which explains exactly what and how to negotiate the areas marked by XXX. Enjoy.
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Dear Cient:
We are pleased that you have decided to retain the Firm as your counsel. The Firm is committed to providing efficient and responsive service to our clients. This letter will confirm our understanding and agreement regarding the terms and conditions of our engagement.
1. Services To Be Provided By The Firm. The Firm will provide those legal services reasonably required for our representation of you for the above purposes. The performance of the Firm’s services will necessarily include activities outside of your immediate presence, including, for example, legal research, factual investigation, preparation of pleadings and other documents, discovery and appearances before courts, administrative bodies or other tribunals.
2. Responsibilities of Attorney and Client. It will be the Firm’s responsibility to perform the legal services called for under this agreement, to take reasonable steps to keep you informed of progress and development and to respond promptly to your inquiries and communications.
It will be your responsibility to cooperate fully with the Firm in its work by, among other things, providing us with relevant information and documents and by making yourself reasonably available for consultation, interviews and discovery. Furthermore, it will be your responsibility to keep us fully informed of developments and to abide by this agreement. Unless you request and we agree in writing, or unless expressly contemplated by the rendering of the foregoing legal services [e.g., in an engagement to conduct discovery or due diligence], you will be exclusively responsible for (a) providing us with any factual information that may be necessary for us to perform the foregoing legal services or that we may otherwise request and (b) confirming the completeness and accuracy of all such information.
Your responsibilities under this agreement will also include the following:
In addition to the foregoing responsibilities, you will also be responsible for advising us whether any document we have prepared or received and sent to you for your approval or review reflects and is consistent with the principal terms of your proposed agreement, general litigation strategy or other expectations, as the case may be.
3. Disclaimer of Guarantee. From time to time, through the course of the Firm’s representation of you, we may express beliefs concerning the effectiveness of various strategies and courses of action or concerning the merits of any action.
4. Retainer Policy. As a condition to the Firm’s representation of you, you agree to pay us the sum of ____________ as an advance payment for fees and disbursements. [XXX.] We will place these funds in our trust account to be applied as set forth below in this letter. You hereby authorize us to transfer such funds to our regular account to the extent of fees earned or costs incurred by the Firm on your behalf. If your retainer balance is reduced below ____________, you agree to make an additional payment to restore such advance to its initial amount. [XXX.] If, upon completion of our services or termination of our engagement, there are funds remaining from your advance payment(s), we will forthwith repay to you such amount upon your request. If it appears that the extent of activity exceeds the expectations upon which the retainer level was based, we will need to adjust the retainer and will, of course, discuss this with you. The retainer amount should not be viewed as a quote or a limitation on fees since the amount of legal work is subject to many factors outside of our control.
5. Fees and Billing. We will, on a regular basis, supply you with a statement for professional services rendered and costs advanced, which statement will also indicate any remaining balance of the advance fee payment. Occasionally, we may defer billing for a given month (or months) if the accrued fees and costs do not warrant current billing or if other circumstances would make it more convenient to defer billing.
Our billing statements will provide a description of the tasks performed by each attorney working on your matter, billed in quarter-hour increments [XXX]. If an attorney performs multiple different tasks on your matter in one day, our billing statements will indicate only the total amount of time spent by the attorney for all tasks performed on that date and do not break out the time spent on each individual task. [XXX.]
We have established a guideline hourly rate for each attorney and paralegal assistant. For attorneys, the rates range from $ per hour for our most junior associates up to $ per hour for our most experienced partners. [XXX.] My current rate is $ per hour. [XXX.] [For paralegal assistance, the rates range from $ per hour to $ per hour. [XXX.] Our guideline hourly rates and standard charges change from time to time without advance notice, and those changes will apply as of their effective date to all matters then being handled by the Firm. [XXX.] You agree that if any fees or costs billed to you are not paid in a timely manner, we may withdraw as counsel at any time. In addition, interest in the amount of ___% of the previous month’s outstanding bill will be added to the next month’s billing statement, if the outstanding bill has not been paid within 30 days. [XXX.]
6. Costs. In addition to our fees for legal services performed under this engagement, we will bill you for costs incurred, including telephone and photocopy charges [XXX.], postage, FAX costs, messenger and air freight charges, word processing charges, secretarial and word processing operator overtime, librarian and computer research costs [XXX], parking sticker costs, meals for firm attorneys and other personnel when working overtime or on special projects and first class travel [XXX.] and accommodation expenses [XXX] It has been our experience that it is inordinately expensive to document postage and telephone costs on a file-by-file basis. Accordingly, we charge for such expenses based upon a percentage of the attorney and paralegal time logged on a particular matter for that month. XXX. To the extent that we directly provide any of the foregoing services that we bill as costs, we reserve the right to adjust the amount we charge for such services, at any time or from time to time, as we deem appropriate, in light of our direct costs in providing such services, our estimated overhead allocable to such services and outside competitive rates charged for such services. [XXX]
It is our policy not to advance the costs of services provided by outside vendors in amounts exceeding ____. Examples include but are not necessarily limited to court reporters’ fees, corporate filing fees and franchise taxes, printers’ bills and graphic services. We will forward invoices from such vendors to you for payment directly to the vendors. You agree to pay all such invoices promptly. [XXX]
It may become necessary to retain investigators, accountants or other experts on your behalf to pursue your matter properly. We will request your specific approval in advance of our retaining any such investigator or expert. You will be responsible for paying the fees and costs (including any required retainers) of any such investigator or expert directly and in a timely manner, and you agree to defend, indemnify and hold us harmless with respect to all such costs. Alternatively, we may require that you advance such fees and costs to us for payment by us to the investigator or expert.
7. Applicability of this Agreement to Additional Legal Matters. Should we, at your request, perform legal services on additional legal matters for you, the terms and conditions set forth herein will apply to all of such other matters, unless otherwise agreed in writing. We reserve the right to require a separate advance payment of fees and costs (retainer) on each new matter that you request us to handle.
8. Retention of Files. Upon conclusion of our services described in paragraph 1 of this agreement or termination of our engagement, we will, upon your request, deliver to you the files for this matter, together with any of your property in our possession relating to this matter. If you do not request such files and property, we will retain them for a period of years after the conclusion of such services or termination of engagement. If you do not request such files and property prior to the end of such period, we will have no further obligation to retain them and may, in our sole discretion, destroy or discard them, without further notice to you.
9. Termination of Services. The termination of our services, whether by you or by us, shall not relieve you of the obligation to pay us for services rendered and costs advanced prior to termination. When our services conclude, such charges become immediately due and payable.
10. Arbitration of Disputes. It is agreed that any and all disputes, claims or controversies arising out of or relating to this agreement or to our performance of legal services hereunder, including but not limited to those relating to our fees and the quality or appropriateness of our services, shall be resolved at the request of any party hereto by final and binding arbitration. In rendering the award, the arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of ____________. Neither you nor we, however, will be precluded from obtaining provisional relief in any court of competent jurisdiction. You understand and acknowledge that by agreeing to arbitration, you are giving up the right to a jury trial. Judgment on any arbitration award may be entered by any court of competent jurisdiction.
11. Attorneys’ Fees. In the event that a dispute arises hereunder, the prevailing party in any litigation or arbitration shall be entitled to attorneys’ fees and all costs and expenses of any sort.
12. Severability. If any provision of this agreement is held to be void, voidable or unenforceable, the remaining provisions shall remain in full force and effect.
13. Services In Conjunction With Legal Proceedings. In the event that we are called to produce documents or any attorney or employee of the firm is required to testify as a witness in any proceeding to which you are a party or by virtue of our representation of you under this agreement, all attorney and paralegal time, including any attorney time for an attorney of this firm to act as counsel for any such attorney or employee, and costs incurred will be deemed to be part of the legal services performed and costs incurred under this engagement, and we will bill you for such professional services and costs advanced at our then-current rates in accordance with this agreement.
Our billing practices reflect our commitment to deal fairly with our clients in this as in all other aspects of our relationship. We are pleased to be retained as your legal counsel, and we look forward to providing our services to you on a basis that is mutually satisfactory. Your signature on a copy of this letter signifies your agreement regarding the matters set forth in this letter.

Sincerely,
Attorney
The undersigned understands
and agrees to the terms of the
engagement set forth in this
letter and is duly authorized to
execute this engagement letter.
By: __________________________
Title: __________________________