Retainer Agreement Template for Canada

A Retainer Agreement sets up an ongoing professional relationship, most commonly between a lawyer and client in Canada. It spells out how the lawyer will provide legal services, their hourly rates or flat fees, and when payments are due. Think of it as your roadmap for working together long-term.

The agreement protects both sides by clearly defining what services are covered, how billing works, and what each party needs to do. For example, clients often pay an upfront deposit that gets held in trust, while lawyers commit to being available when needed. Under Canadian provincial law, these agreements must include specific details about fees, scope of work, and client rights.

Consider using a Retainer Agreement when you need ongoing legal support rather than one-time help. This arrangement works especially well for businesses facing regular legal questions, complex litigation, or frequent contract reviews. Canadian companies often set up retainers when launching new ventures, dealing with regulatory compliance, or managing intellectual property portfolios.

The agreement becomes essential when you need quick access to legal expertise without negotiating terms each time. It's particularly valuable for time-sensitive matters like urgent court filings or fast-moving business deals. Many Canadian startups and growing companies use retainers to ensure they have reliable legal support during critical growth phases or when expanding into new markets.

• Retainer Contract: The most comprehensive form, covering all aspects of the ongoing relationship, payment terms, and service scope.
• Professional Services Retainer Agreement: Tailored for non-legal professional services like consulting or accounting.
• Retainer Letter: A simpler, letter-style format often used for straightforward engagements or smaller scope projects.
• Retainer Fee Agreement: Focuses specifically on payment structure and billing arrangements.
• Flat Fee Agreement: Sets fixed pricing for defined services instead of hourly billing.

• Law Firms: Draft and customize agreements for their clients, manage trust accounts, and provide the promised legal services.
• Corporate Clients: Business entities requiring regular legal support for operations, compliance, or growth strategies.
• Individual Clients: People needing ongoing legal representation for matters like family law, estate planning, or litigation.
• Professional Service Providers: Consultants, accountants, and advisors who offer expertise on a recurring basis.
• In-House Legal Teams: Review and negotiate retainer terms with external counsel, ensuring alignment with company needs.
• Law Society Regulators: Oversee compliance with professional rules about retainer agreements and trust accounting.

• Scope Definition: List all specific legal services to be provided, including any excluded services or matters.
• Fee Structure: Document hourly rates, retainer amount, billing frequency, and trust account details.
• Client Information: Gather complete contact details, business registration numbers, and signing authority confirmation.
• Service Timeline: Specify the agreement's duration, renewal terms, and termination conditions.
• Communication Protocol: Outline response times, reporting methods, and confidentiality requirements.
• Provincial Requirements: Check your law society's specific rules about retainer content and client communications.
• Document Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements.

• Identification Section: Full legal names and contact details of all parties, including business numbers and addresses.
• Service Scope: Detailed description of legal services covered, with clear boundaries and exclusions.
• Fee Structure: Comprehensive breakdown of rates, payment terms, trust account details, and billing procedures.
• Duration Terms: Agreement start date, renewal conditions, and termination provisions.
• Confidentiality Clause: Privacy obligations and information handling protocols.
• Dispute Resolution: Jurisdiction, governing law, and conflict resolution procedures.
• Client Rights: Clear explanation of client's rights and obligations under provincial law society rules.
• Execution Block: Signature spaces, dates, and witness requirements if needed.

A Retainer Agreement differs significantly from an Contingency Fee Agreement in several key ways. While both involve legal services, their payment structures and risk allocation are fundamentally different.

• Payment Structure: Retainer Agreements involve regular payments or an upfront deposit for ongoing services, while contingency fees only apply when the case succeeds.
• Risk Distribution: In retainers, clients pay regardless of outcome. With contingency arrangements, lawyers assume more risk by only getting paid upon success.
• Service Scope: Retainers typically cover ongoing, diverse legal needs. Contingency agreements focus on specific cases, usually litigation.
• Time Frame: Retainers establish long-term relationships with regular billing cycles. Contingency agreements last until the specific matter concludes.
• Client Commitment: Retainers require regular financial commitment from clients, while contingency arrangements need minimal upfront investment.