Is an electronic signature valid?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable if intent, consent, attribution, and retention are satisfied. Exceptions like wills or certain court filings may still require wet signatures.

When must I use a notary?

Use a notary when state law or the agreement requires notarization, when creating self‑proving affidavits for wills, or when a court order imposes notarized attestations. Remote notarization (RON) is available in many states but follow state-specific rules.

What happens if names mismatch?

Mismatched names between parties, custodians, and IDs can create authentication issues and delay discovery. Correct mismatches through an executed amendment or affidavit of identity; document the correction and notify opposing counsel to preserve chain of custody.

How long should records be kept?

Retain originals for the agreement term plus applicable statutory baselines. Federal baselines include IRS (3 years, IRC §6501(a)) and HIPAA (6 years, 45 CFR §164.530(j)); industry rules may require longer retention.

Who can sign the agreement?

Persons with authority—company officers, registered agents, or counsel—should sign. For organizations, use the legal entity name and an authorized officer’s printed name and title. Confirm authority in corporate resolutions or power of attorney documents.

Can I revise the agreement after signing?

Yes, but revisions should be made by written amendment signed by all parties. Unilateral changes are ineffective. Record the amendment date, link it to the original agreement, and retain both versions for discovery and audit purposes.

Electronic Signature
Templates
Legal
Litigation Retention Agreement

Litigation Retention Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

LITIGATION RETENTION AGREEMENT

This Litigation Retention Agreement ("Agreement") is made and entered into as of by and between Client Name: ("Client"), and Counsel Name: ("Counsel").

RECITALS

WHEREAS, Client desires to retain Counsel to represent Client in connection with the investigation, prosecution, defense, negotiation, settlement and/or other resolution of the matter described as: (the "Matter"); and

WHEREAS, Counsel has represented that it is willing and able to provide legal representation in the Matter and has disclosed to Client any known conflicts of interest as of the date of this Agreement; and

WHEREAS, the parties desire to set forth in writing the terms and conditions under which Counsel will represent Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT

Client hereby retains Counsel to provide legal services in connection with the Matter. Counsel accepts the engagement and will undertake such legal services consistent with the terms of this Agreement and applicable professional rules of conduct.

2. SCOPE OF SERVICES

Counsel will perform legal services reasonably necessary to prosecute, defend, negotiate or otherwise resolve the Matter, including factual investigation, legal research, drafting pleadings and motions, discovery, settlement negotiations, and representation at hearing or trial. The specific tasks and priorities will be determined by Counsel in consultation with Client, subject to Client's informed consent on significant strategic decisions.

3. ATTORNEYS' FEES

Fee arrangement (check all applicable): Contingency fee Hourly fee Hybrid arrangement

If contingency fee is selected, Counsel shall be entitled to a contingency fee equal to % of Gross Recovery. "Gross Recovery" means all sums recovered by settlement, arbitration award, judgment, or other recovery from any source on behalf of Client, before deduction of costs and disbursements. Counsel's contingency fee shall be calculated on the Gross Recovery after deduction of any amounts required by law to be paid to third parties and after mandatory statutory deductions, if any.

If hourly fee is selected, Client agrees to pay Counsel at the following hourly rates: Principal attorney(s) USD/hour; Associate attorney(s) USD/hour; paralegal staff USD/hour. Time will be billed in minimum increments of hour.

If a hybrid arrangement is in effect, the parties agree that Counsel will be paid the greater of the fees described above or such alternate formula as set forth in the hybrid fee addendum attached hereto and incorporated herein by reference.

4. COSTS AND EXPENSES

Client shall be responsible for all costs and expenses incurred in connection with the Matter, including but not limited to filing fees, deposition costs, expert fees, investigation expenses, courier and travel costs, document production and copying, courier services, court reporter fees, and consultant expenses. Counsel may advance reasonable costs and expenses on Client's behalf, and Client shall reimburse Counsel promptly upon demand. Counsel shall have the right to withhold or offset any advanced costs against any recovery.

5. RETAINER AND TRUST ACCOUNT

Client shall pay an initial retainer in the amount of USD to be deposited in Counsel's trust account and applied against future fees and costs in accordance with applicable law. Client authorizes Counsel to withdraw funds from the trust account as earned or to reimburse costs as appropriate and consistent with accounting rules governing client trust funds.

6. BILLING; ACCOUNTING; LIEN

Counsel will render periodic invoices describing services performed, time expended, and costs advanced. Client shall pay non-contingent invoices within thirty (30) days of receipt. Any overdue balance shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Counsel shall have a charging lien and/or retaining lien on any recoveries or files to secure unpaid fees and costs to the extent permitted by law.

7. CLIENT COOPERATION

Client shall cooperate fully with Counsel, provide complete and accurate information and documents, attend meetings and proceedings as reasonably requested, and timely review and approve documents and settlement offers. Failure to cooperate may constitute grounds for Counsel's withdrawal and will not relieve Client of responsibility for fees and expenses incurred.

8. CONFLICTS AND CONFLICT WAIVER

Counsel represents that, to the best of Counsel's knowledge after reasonable inquiry, no conflicts exist that would materially impair Counsel's ability to represent Client in the Matter other than those disclosed in writing. Client acknowledges receipt of such disclosures and hereby consents to Counsel's representation despite any disclosed or discoverable conflicts, subject to Client's right to withdraw consent at any time in accordance with applicable professional rules.

9. WITHDRAWAL

Counsel may withdraw from the representation for good cause, including Client's failure to pay fees or to cooperate, or where continued representation would violate applicable rules of professional conduct. Upon withdrawal, Counsel shall take timely and reasonable steps to protect Client's interests, including surrendering papers and property to which Client is entitled, subject to Counsel's right to be paid for services rendered and costs advanced.

10. RECORDS; FILES

Counsel shall maintain the Matter file in accordance with professional obligations. Unless Client provides contrary written instructions, Counsel may destroy physical and electronic files five (5) years after final conclusion of the Matter, except where retention is required by law or professional rules. Client may request transfer of files upon payment of outstanding fees and costs and reasonable copying or transfer charges.

11. TERMINATION

This Agreement may be terminated by mutual written agreement, by Client upon written notice to Counsel, or by Counsel upon written notice to Client for cause. Termination shall not affect the obligations of the parties that accrued prior to termination, and Client shall remain liable for fees and costs incurred up to the effective date of termination. In the event of termination of a contingency arrangement, Counsel shall be entitled to compensation on a quantum meruit basis if appropriate and to the extent allowed by law.

12. DISPUTE RESOLUTION

Except where prohibited by law, any dispute arising out of or relating to this Agreement, including fee disputes, shall first be submitted to non-binding mediation. If mediation does not resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration conducted in accordance with the rules selected by the parties. The seat of arbitration shall be: . Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto. No prior course of dealing or usage of trade shall supplement or modify any term of this Agreement.

15. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal or unenforceable by a tribunal of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.

16. NOTICES

All notices, requests, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or overnight courier.

Client Notice Address Counsel Notice Address

17. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

18. ADDITIONAL PROVISIONS

Client authorizes Counsel to take such actions as Counsel reasonably deems necessary to protect Client's interests, including obtaining expert consultations and engaging co-counsel, provided Counsel notifies Client of material decisions. Client certifies that Client has the authority to retain Counsel and to enter into this Agreement.

Additional Terms or Special Instructions (if any)

Client:

By:

Date:

Counsel:

By:

Date:

What a Litigation Retention Agreement Is and When it Applies

Litigation Retention Agreement is a written engagement that documents the terms under which a law firm, litigation support provider, or records manager retains, stores, and preserves documents and materials related to ongoing or anticipated litigation. It defines the scope of retained materials, retention periods, responsibilities for collection and preservation, access controls, chain of custody procedures, and costs or fees associated with long-term storage. The agreement also allocates authority for defensible disposition, outlines legal hold obligations, and specifies procedures for producing preserved records in response to discovery or regulatory requests.

Why a Clear Retention Agreement Reduces Risk

A Litigation Retention Agreement establishes clear responsibilities, preserves evidence defensibly, reduces risk of spoliation claims, and documents cost allocation for long-term storage. It clarifies access protocols and production procedures, aiding cooperation between counsel, custodians, and third-party service providers.

Who Typically Prepares or Signs These Agreements

Typical parties involved in creating or enforcing a Litigation Retention Agreement include law firms, corporate legal departments, records managers, and third‑party vendors.

Law firms managing discovery and coordinating preservation across multiple custodians and vendors.
Corporate legal teams defining obligations, budgets, and legal hold triggers for internal stakeholders.
Records managers and IT implementing storage, chain of custody, and secure retrieval procedures.

Include stakeholders early to ensure defensible preservation and to align operational processes with legal requirements and retention schedules.

Primary Roles Who Sign or Authorize Retention

Corporate Counsel

General counsel or litigation partners who set retention policy, approve budgets, and coordinate with outside counsel. They ensure legal holds are issued timely, that obligations align with corporate records policies, and that the Litigation Retention Agreement supports regulatory and litigation readiness.

Records Manager

Operational lead responsible for inventorying custodians, classifying record types, implementing secure storage, and maintaining chain-of-custody logs. They coordinate with vendors for ingestion, ensure retrieval processes meet production timelines, and document disposal only after authorized disposition.

Step-by-Step: Filling Out the Agreement

Follow these steps to complete a Litigation Retention Agreement accurately and ensure defensible preservation and later production.

01

Gather Case Details: List case name, docket number, parties, and anticipated issues.
02

Identify Custodians: Name individuals and departments holding relevant materials.
03

Define Scope: Specify records types, date ranges, formats, and duplicates.
04

Set Retention: Set retention periods, storage location, and disposal triggers.

How to Configure a Digital Retention Workflow

Configure a digital workflow to assign preservation tasks, route notices, and collect signatures for the Litigation Retention Agreement.

Field	Configuration
Preservation Notice	Auto-send to custodians via email or SMS
Signer Authentication	Email link, SMS code, or ID verification
Storage Location	Encrypted cloud bucket with region selection
Retention Rules	Automated deletion holds tied to legal hold
Audit Trail	Include timestamps, IPs, and action logs

Typical Process from Agreement to Production

Typical process for issuing, executing, and producing records covered by a Litigation Retention Agreement in a defensible workflow.

Upload Document: Upload agreement and exhibits into secure repository.
Place Fields: Add signature, date, and custodian fields.
Assign Signers: Assign roles and order, add signer contacts.
Record Execution: Capture audit trail, signed PDF, and delivery receipts.

Platform and Integration Considerations

Ensure the platform supports secure storage, granular access controls, audit trails, RON/notary support, and integrations with case management, cloud storage, and eDiscovery tools for efficient retention workflows.

Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
File Types: PDF, DOCX, and Excel supported
Authentication: Email, SMS, KBA, or SSO options

Security and Compliance Essentials

Encryption: TLS 1.2 and TLS 1.3 in transit

At-Rest Encryption: AES-256 encryption at rest

HIPAA: BAA available for covered entities

ESIGN/UETA: Compliant with ESIGN and UETA

21 CFR Part 11: Supports FDA electronic records compliance

Audit Trail: Detailed timestamps, IPs, and actions

Core Elements Every Agreement Should Contain

A professional Litigation Retention Agreement sets scope, legal hold triggers, custodial responsibilities, retention schedules, access controls, and production procedures to ensure defensible preservation and efficient discovery response.

Scope

Define specific record types, date ranges, systems, and custodians included. Clarify inclusion of backups, archived email, cloud accounts, and mobile devices to prevent later disputes over missing sources.

Legal Hold

Specify hold triggers, the issuing authority, notice procedures, compliance tracking, and release criteria. Include template notices and escalation steps for noncompliance to document preservation efforts.

Custodian Duties

List custodian responsibilities: identify sources, preserve relevant materials, follow collection instructions, and certify compliance. Require periodic attestations and updated contact information for efficient follow-up and recordkeeping.

Access Controls

Describe who may access preserved materials, approval workflows, encryption-at-rest, role-based permissions, and audit logs. Limit access to authorized counsel and custodial staff to protect confidentiality.

Costs & Fees

Allocate storage, processing, and retrieval fees. Specify billing rates, payment terms, third‑party vendor charges, and dispute resolution for unexpected cost overruns related to preservation activities.

Production

Set preferred production formats, redaction procedures, review protocols, and timelines for meet-and-confer. Include chain-of-custody exhibits and agreed metadata fields for electronic productions, including Bates numbering.

Downloadable Outputs and Supporting Documents

Standard outputs and companion documents support secure storage, defensible production, and auditability for Litigation Retention Agreements and preserved materials across platforms.

Signed PDF

Export a PDF copy with embedded audit trail and visible signature blocks. Preserve the certificate of completion, metadata, and any attached exhibits to maintain a single evidentiary record for production and court filings.

Native Files

Retain original native files (e.g., emails, spreadsheets, databases) alongside exported PDFs. Native formats preserve metadata and formulas, which is critical for forensic review and accurate eDiscovery processing.

Audit Report

Produce a detailed audit report listing signer IPs, timestamps, authentication method, and document actions. Include this report with productions to substantiate chain of custody and attribution.

Supporting Exhibits

Attach logs, collection affidavits, vendor receipts, and redaction logs as companion exhibits. These documents substantiate preservation efforts and facilitate meet-and-confer discussions.

eSignature Pricing and Feature Comparison

Compare common eSignature pricing and feature availability relevant to executing Litigation Retention Agreements and high-volume document workflows.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Real-World Examples of Retention Workflows

Two brief examples show practical benefits when retention agreements are standardized and integrated with digital signing and storage workflows.

Optica Ventures

Optica Ventures used a centralized retention agreement to coordinate records across multiple deals and custodians, streamlining preservation and production workflows during litigation.

Centralized execution reduced turnaround time.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." This reduced administrative friction and improved completion rates for preservation acknowledgements and signed retention agreements across stakeholders.

Martin Properties

A regional real estate firm standardized retention agreements for lease and transaction files, integrating them with eSignature workflows to capture timely custodian confirmations and maintain audit trails.

Mobile signing enabled faster compliance workflows.
"I can process and execute all of these documents online with 100% compliance and built-in security." The firm saw fewer missed notices and faster retrieval when responding to litigation or audits.

Key Deadlines and Response Expectations

Key deadlines and response expectations for preservation, notices, and production under a Litigation Retention Agreement.

Issue Legal Hold Notice Immediately:

Issue hold as soon as litigation is identified or reasonably anticipated.

Notify Custodians and Stakeholders by Email and Phone:

Provide instructions, scope, and preservation requirements within 24–72 hours of notice.

Establish Preservation Start Date and Scope:

Set effective date and include backups, cloud, and mobile sources to preserve.

Require Periodic Custodian Attestations:

Require attestations quarterly or monthly to confirm ongoing compliance and contact updates.

Agree Production Timeline and Formats:

Define rolling productions, deadlines, and preferred formats such as PDF or native files.

Milestones from Hold to Disposition

Sequential milestones from hold issuance through final disposition to track progress and responsibilities and meet court-ordered deadlines.

01

Hold Issued

Legal hold sent and custodians notified.

02

Preservation Confirmed

Custodians attest and IT secures systems.

03

Document Collection

Collection completed, metadata preserved, and evidence logged.

04

Disposition or Transfer

End-of-retention actions, transfer to archive or authorized destruction.

Common Preparation Pitfalls to Avoid

Failing to define custodial scope, which leads to overcollection, excessive cost, or missed custodians and weakens defensibility during meet-and-confers.
Using vague retention periods such as 'reasonable time' instead of precise months or years complicates disposal scheduling and statutory compliance.
Not documenting chain of custody for transferred physical or electronic media increases risk of authentication challenges at deposition or trial.
Relying solely on manual paper logs or inconsistent digital naming conventions impedes efficient search, retrieval, and eDiscovery processing.

Consequences of Inadequate Retention or Preservation

Spoliation Claims: Court sanctions or adverse inference

Discovery Delays: Production postponements and costs

Regulatory Fines: HIPAA or SEC penalties possible

Tax Penalties: Incorrect returns incur IRC §6721 fines

Contractual Breach: Damages for failing obligations

Evidence Loss: Irrecoverable data harms case outcomes

Practical Tips for Accurate, Efficient Completion

Practical tips to improve accuracy, reduce disputes, and keep retention agreements defensible throughout litigation and audits.

Define Scope Narrowly and Clearly

Avoid overbroad preservation instructions. Define specific custodians, systems, and date ranges. Narrow scope reduces costs and processing time, and demonstrates proportionality in meet-and-confer sessions. Include examples of records to include and exclude to prevent ambiguity.

Document Chain of Custody and Transfers

Maintain contemporaneous logs for collections, transfers, and access. Record who accessed materials, when, and why. Retain A/V recordings for RON sessions and any transfer receipts to defend against spoliation allegations.

Use Versioned Amendments, Not Handwritten Changes

All changes should be formal written amendments signed by parties. Track version numbers and dates. Avoid handwritten edits or unstamped notes that courts may not accept as authentic modifications.

Coordinate with IT and Compliance Early

Involve IT, records, and compliance teams before issuing holds. Validate searchable locations, backup retention, and export capabilities. Early coordination prevents missed data sources and costly curative actions later.

Frequently Asked Questions About Litigation Retention Agreements

Common questions and practical answers about completing, signing, and preserving Litigation Retention Agreements to support defensible discovery and regulatory compliance.

Need help? Contact support

Is an electronic signature valid?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable if intent, consent, attribution, and retention are satisfied. Exceptions like wills or certain court filings may still require wet signatures.
When must I use a notary?
Use a notary when state law or the agreement requires notarization, when creating self‑proving affidavits for wills, or when a court order imposes notarized attestations. Remote notarization (RON) is available in many states but follow state-specific rules.
What happens if names mismatch?
Mismatched names between parties, custodians, and IDs can create authentication issues and delay discovery. Correct mismatches through an executed amendment or affidavit of identity; document the correction and notify opposing counsel to preserve chain of custody.
How long should records be kept?
Retain originals for the agreement term plus applicable statutory baselines. Federal baselines include IRS (3 years, IRC §6501(a)) and HIPAA (6 years, 45 CFR §164.530(j)); industry rules may require longer retention.
Who can sign the agreement?
Persons with authority—company officers, registered agents, or counsel—should sign. For organizations, use the legal entity name and an authorized officer’s printed name and title. Confirm authority in corporate resolutions or power of attorney documents.
Can I revise the agreement after signing?
Yes, but revisions should be made by written amendment signed by all parties. Unilateral changes are ineffective. Record the amendment date, link it to the original agreement, and retain both versions for discovery and audit purposes.

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