Client Retainer Agreement Checklist

Use the client's legal name as it appears on government ID or formation documents — not a DBA or nickname. For entity clients, capture state of formation and EIN. The engagement letter is enforceable against the named party only.

List every party the conflict search needs to cover: opposing party, opposing counsel, key witnesses, related entities (parent, subsidiary, sibling), spouses for individual clients, and material non-parties. A conflicts hit found six months in usually requires withdrawal under Rule 1.10 imputation.

Search Clio Conflicts, IntApp Open, or your equivalent across current clients, former clients, and adverse-party history. Hard-block matter open until conflicts return clean or a Rule 1.7 waiver is documented. Hits with former clients are governed by Rule 1.9; current-client conflicts by Rule 1.7.

Rule 1.7(b) waivers must be informed and confirmed in writing. Describe the conflict in plain language, identify the affected clients, and state what information will and will not be shared. Get managing partner sign-off before sending the waiver request.

Describe the matter narrowly enough to be enforceable. "Represent client in litigation" is too broad; "Represent client as plaintiff in breach of contract action against ABC Corp in Cook County Circuit Court" is concrete. Scope creep is the most common source of fee disputes.

Common exclusions: appeals (separate engagement), tax advice, related employment claims, counterclaims, post-judgment collection. Excluding by name protects the firm when a client expects free advice on tangential issues six months in.

Rule 1.5 requires the fee to be reasonable and the basis communicated in writing. Contingency arrangements must be in writing under Rule 1.5(c) and are prohibited in domestic relations and criminal matters in most states.

Set rates by timekeeper, not by task. Include partner, associate, paralegal, and law clerk rates. State whether rates may increase annually and how the client will be notified — silence on annual increases has invalidated mid-matter rate hikes in fee disputes.

State the percentage at each phase: pre-suit settlement, post-filing, post-trial. State law caps may apply — many states cap PI contingency at 33⅓% pre-suit and 40% post-filing. Specify whether the percentage is calculated before or after costs (after-costs is the client-friendlier default).

Identify the flat fee total and what triggers it as earned (signing, milestone, completion). In most states, flat fees paid up front must be deposited in IOLTA until earned — depositing direct to operating is a Rule 1.15 violation absent a valid "earned upon receipt" provision and proper disclosure.

State the initial retainer amount, that funds will be held in the firm's IOLTA account, and the replenishment threshold (commonly when the balance falls below 50% of initial). An evergreen retainer keeps WIP funded; without one, the firm carries unfunded receivables.

State invoices issue monthly with itemized time entries, costs, and trust balance. Pre-bills are reviewed by the responsible attorney before client delivery — this is where verbose entries get edited and write-downs applied. Disputes must be raised within a stated window (commonly 30 days).

The effective date is the date of the last signature, not the date of drafting. Clarify that the engagement begins on signing and that no attorney-client relationship exists for any pre-engagement consultation work absent separate agreement.

Recite the Rule 1.16(a) mandatory withdrawal triggers (representation will violate the rules, attorney unable to continue, client discharges) and the (b) permissive triggers (non-payment, repugnant objective, fundamental disagreement). Note that court-pending matters require leave of court to withdraw.

Recite Rule 1.6 confidentiality, attorney-client privilege, and work-product protection. Note exceptions: client consent, prevention of death/bodily harm, prevention of crime/fraud where firm services are used, court order. Confidentiality extends to firm staff, contract attorneys, and vendors under Rule 5.3.

Rule 1.4 requires reasonable communication. State a cadence — monthly status emails, immediate notice of material developments, response to client inquiries within 2 business days. Lack of communication is the most common subject of bar grievances.

Many states (CA, NY, NJ, others) operate mandatory or client-elective fee arbitration programs. Reference the state bar program and any required statutory disclosure language verbatim — the wording is prescribed and substitution invalidates the clause.

Pre-suit mediation clauses survive most state-bar reviews if the client retains the right to pursue malpractice claims and to use fee arbitration. Avoid mandatory arbitration of malpractice claims — many states (including CA) require independent counsel disclosure for that to be enforceable.

Send via DocuSign, Clio, or your e-signature platform with both client and responsible attorney as signers. Include the cost schedule, fee schedule, and any waivers as exhibits rather than separate documents to keep the executed packet intact.

Walk the client through fees, scope, and the conflict waiver if any. Document that the client had the opportunity to ask questions and consult independent counsel — this is the antidote to later claims of duress or misunderstanding.

Confirm the countersigned letter is in the matter folder before any substantive work begins. For check retainers, do not disburse until funds clear (typically 7-10 banking days) — disbursing on uncleared funds is the fastest path to an IOLTA overdraft and bar referral.