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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Retainer Agreement

Retainer Agreement

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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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