Are electronic signatures enforceable?

Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.

Do retainer agreements need to be notarized?

Generally no. Most states do not require notarization for retainer contracts; notarization may be used for additional evidentiary value but is not a universal requirement.

What if the signer lacks authority?

If the person signing is not authorized, the agreement may be unenforceable. Obtain a corporate resolution or written authorization to confirm signing authority for entities.

How long should I retain executed retainers?

Keep executed agreements for the active term plus at least three years; extend retention for tax, HIPAA, or litigation hold reasons as required by the applicable law.

Can I use remote online notarization (RON)?

Possibly. RON availability depends on state law and notary requirements; verify the state's RON rules and identity-proofing obligations before using a remote notary.

What consumer disclosures are required for e-signing?

Consumer-facing agreements that would replace paper records require ESIGN consumer disclosures and affirmative consent to receive records electronically per 15 U.S.C. §7001(c).

Electronic Signature
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Retainer Agreement

Retainer Agreement

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RETAINER ARRANGEMENT

("Client"), and ("FIRM"), hereby agree as follows:

1. Client has retained the services of FIRM, and FIRM accepts employment to represent Client with regard to a action in the .

2. (a) In consideration of services to be performed and costs to be advanced, Client shall pay FIRM a retainer in the sum of $ . This retainer is an advance payment for legal fees and expenses. FIRM has the right to request further amounts from Client as retainer balances are depleted. Should FIRM's total billings be less than the amount of the retainer, Client will be refunded the balance of the retainer fee at the conclusion of representation in this matter. Client acknowledges that FIRM has not stated to Client the total amount of Client's obligation for fees and expenses.

(b) Client shall pay FIRM's customary hourly charges as fees for services performed for Client. FIRM's rates for lawyers range from $ to $ per hour, depending on a particular lawyer's experience, reputation and expertise and also the subject of the legal matter undertaken by FIRM. will be Client's primary attorney on this case. His hourly rate for this matter is, $ . Hourly rates for FIRM's associates range from $ to $ and the hourly rates for FIRM's legal assistant is $ .

(c) FIRM may assign portions of Client's work to other lawyers and paralegals. However, FIRM's hourly billing rate shall not exceed $ .

(d) FIRM's minimum fee for any service performed on behalf of the Client is one-fourth (1/4) of an hour. Services for which there is a charge may include preparation of correspondence, pleadings, agreements and other documents and also substantive telephone conferences, trial preparation, travel, research and appearance at trial.

(e) FIRM may increase or decrease its hourly rates by giving Client not less than 60 days notice of such increase or decrease.

(f) Client shall reimburse FIRM for all costs advanced on Client's behalf. Such costs may include, but are not limited to, filing fees, court costs, telephone charges, postage, delivery charges, courier service, travel, photocopying, accountants' fees, appraisal fees, expert witness fees, process servers, court reporters, etc. Except for specialized word processing services, FIRM will not assess a separate charge for stenographic or word processing unless there is an unusual situation arising out of the Client's needs requiring overtime staff work.

(g) Client authorizes FIRM to apply for attorney's fees in certain cases where appropriate at any stage of the proceedings. If attorneys' fees are awarded and paid, the amount paid shall be credited to Client's account. It is understood that it is not FIRM's duty to attempt to collect fees for costs from an adverse party without charging Client for services rendered in that regard.

(h) FIRM will normally send monthly statements to Client. Payment is due and payable upon receipt of the statement. Should a statement remain unpaid after 45 days from the date of the statement; FIRM reserves the right to withdraw as counsel in Client's matter. A late charge on all unpaid statements at the rate of twelve percent (12%) per annum (1% per month) shall be charged from the 31st day following the statement date.

3. FIRM shall keep Client informed as to the progress of all proceedings, including providing Client copies of all correspondence and pleadings. The Client shall provide all information requested by FIRM and cooperate fully.

4. All documents provided FIRM by Client during the course of FIRM's representation, together with Client's file, will be maintained by FIRM for at least two years after the conclusion of this matter. After two years, if no request by Client is made for the return of such documents, FIRM may discard Client's file and documents without further notice to Client.

5. FIRM cannot and does not warrant or predict developments or final results in any matter, including this matter, with Client. FIRM assures Client that it will do its utmost to achieve economic and personal results that are just and reasonable.

DATED THIS the day of , 200 .

BY:

CLIENT

What a Retainer Agreement Is and when it's used

A Retainer Agreement is a contract between a client and a service provider that sets out the scope of work, the retainer fee or deposit, billing terms, and the parties' obligations for an ongoing or project-based engagement. It defines how the provider will allocate time and resources, whether unused retainer funds are refundable, and how additional services are billed. Commonly used by attorneys, consultants, designers, and agencies, the agreement clarifies expectations, preserves client funds, and provides a basis for invoicing, dispute resolution, and termination.

Why a clear Retainer Agreement matters

A properly drafted Retainer Agreement reduces billing disputes, establishes payment security for providers, and documents the scope and limits of services. It protects both parties by recording consent, fees, deliverables, and termination rights under enforceable terms.

Typical users and situations for a Retainer Agreement

Retainer Agreements are used by professionals who provide ongoing services, by clients who want priority access, and by organizations that need predictable budgeting for advisory or creative work.

Law firms and attorneys retain counsel for ongoing legal representation and to reserve billable hours.
Consultants, marketing agencies, and freelancers secure capacity for regular services and recurring deliverables.
In-house departments and corporate procurement use retainers to stabilize vendor relationships and align expectations.

Selecting a retainer model (monthly, hourly drawdown, or project deposit) depends on the service cadence, billing predictability, and client risk tolerance.

Who typically signs a Retainer Agreement

Client — Authorized Representative

A person with legal authority to bind the client entity (owner, officer, or designated purchasing manager). Signing with an incorrect or unauthorized name can make enforcement difficult; confirm corporate resolution or authority if needed.

Service Provider — Account Lead

An authorized representative of the provider (partner, managing director, or authorized signatory). The provider should identify billing contact, responsible project manager, and the party authorized to approve additional work.

Essential elements to include in a professional Retainer Agreement

Include clear terms that define the engagement, fees, billing timing, scope, confidentiality, liability limits, and termination processes. Precise, measurable language prevents ambiguity and supports enforcement.

Scope of Work

Define deliverables, services excluded from the retainer, performance metrics, and any milestones or task lists tied to payments.

Retainer Fee

State the fee type (flat monthly, hourly drawdown, or project deposit), the amount, how it is applied to invoices, and refund conditions for unused balances.

Billing and Invoicing

Specify invoice frequency, acceptable payment methods, late fees or interest on overdue balances, and whether expenses are reimbursable.

Term and Termination

List contract start and end dates, renewal mechanics, notice periods for termination, and handling of prepaid or outstanding fees upon termination.

Confidentiality

Include nondisclosure obligations, permitted disclosures, and duration of confidentiality protections.

Liability and Indemnity

Limitations of liability, indemnification clauses, and any insurance requirements or caps on damages.

Step-by-step: completing a Retainer Agreement

Follow these sequential steps to prepare, review, and finalize a retainer with minimal risk and clear authorization.

01

Draft Core Terms: Assemble scope, fees, and billing mechanics before inviting signatures.
02

Review and Redline: Have both parties review legal and financial terms, and track revisions for transparency.
03

Obtain Authorizations: Confirm signatory authority and attach corporate resolutions if required.
04

Execute and Distribute: Collect all signatures, date the agreement, and provide executed copies to each party.

How a signed Retainer Agreement flows between parties

A typical retainer workflow moves from preparation through execution to storage and invoicing; capture each handoff to maintain an audit trail.

Prepare Document: Draft terms, attach exhibits, and confirm attachments.
Place Signature Fields: Add signer, date, and initial fields and any conditional acceptance fields.
Send for Signature: Distribute via email or secure link to authorized signers.
Archive and Invoice: Store executed agreement and issue invoices per billing terms.

Recommended online workflow settings for Retainer Agreements

Configure your signing workflow to reduce friction, verify signer identity, and keep a complete audit trail.

Field	Configuration
Signer Authentication	Email link or SMS code for identity verification
Signature Order	Sequential when approvals must follow hierarchy
Conditional Fields	Show additional fields only if optional services are selected
Audit Capture	Record IP, timestamp, and action log for each step

Technical considerations for e-signing a Retainer Agreement

Ensure your eSignature platform supports secure signing, data retention, and the integrations you need for billing and document management.

File Formats: PDF and DOCX are standard; ensure the platform preserves formatting and attachments.
Integrations: Connectors for CRM, accounting, and cloud storage (Salesforce, NetSuite, Google Workspace) reduce manual work.
Security Standards: Require TLS in transit and AES-256 at rest to protect client data.

Confirm that the platform can produce an auditable certificate of completion and that any required business associate agreements or attestations are available.

Security and compliance items to record in the agreement

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamped signer actions and IP addresses

BAA Availability: Business Associate Agreement where HIPAA applies

Authentication: Email, SMS, or advanced signer verification

Certificate: PDF certificate of completion included

Access Controls: Role-based permissions and SSO support

Common legal and financial risks in a Retainer Agreement

Ambiguous Scope: Leads to disputes and extra unpaid work

Unauthorized Signatures: May render the agreement unenforceable

Incorrect Billing Terms: Triggers late-payment penalties or refunds

Missing Consumer Disclosures: Could violate ESIGN consumer consent requirements

HIPAA Noncompliance: Exposes parties to record-keeping and privacy penalties

Improper Retainer Handling: Commingling client funds can breach trust accounting rules

Avoidable mistakes when preparing a Retainer Agreement

Using vague terms for deliverables that invite differing expectations and disputes
Failing to confirm the signer's authority to bind the client entity or organization
Omitting payment application rules for retainer drawdowns and expense reimbursements
Not specifying the governing law and dispute-resolution process for the agreement

Sample eSignature vendor comparison for executing Retainer Agreements

Basic pricing and capability comparisons can help select an eSignature platform that meets billing, compliance, and volume needs without including a dated data stamp in the overview.

	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	7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Retainer Agreements

Answers to common questions about enforceability, signatures, and best practices when preparing and executing a Retainer Agreement.

Need help? Contact support

Are electronic signatures enforceable?
Yes. Electronic signatures are legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.
Do retainer agreements need to be notarized?
Generally no. Most states do not require notarization for retainer contracts; notarization may be used for additional evidentiary value but is not a universal requirement.
What if the signer lacks authority?
If the person signing is not authorized, the agreement may be unenforceable. Obtain a corporate resolution or written authorization to confirm signing authority for entities.
How long should I retain executed retainers?
Keep executed agreements for the active term plus at least three years; extend retention for tax, HIPAA, or litigation hold reasons as required by the applicable law.
Can I use remote online notarization (RON)?
Possibly. RON availability depends on state law and notary requirements; verify the state's RON rules and identity-proofing obligations before using a remote notary.
What consumer disclosures are required for e-signing?
Consumer-facing agreements that would replace paper records require ESIGN consumer disclosures and affirmative consent to receive records electronically per 15 U.S.C. §7001(c).

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