A clear, editable letter of engagement covering the points that most often cause fee disputes later: what you will and won’t do, how fees and disbursements work, the retainer deposit, invoicing and how the engagement can end.
Letter of Engagement / Retainer Agreement
1. The matter
2. Scope of work
4. Professional fees
5. Retainer deposit
6. Disbursements
7. Invoices and payment
12. Ending the engagement
- The matter, scope of work and what is excluded
- Who will handle the matter
- Fee basis: fixed, hourly or staged, with estimates
- Retainer deposit, disbursements and approval limits
- Invoicing, payment terms and client responsibilities
- Confidentiality, conflicts, termination, file retention and governing law
- 1Download the Word file and complete every [square-bracketed] field.
- 2Set out the scope and the exclusions as precisely as you can.
- 3Choose a fee basis and delete the options you are not using.
- 4Check every clause against the professional conduct rules where you practise.
- 5Send it before work starts, and keep the signed copy on the matter file.
Most fee disputes are really scope disputes: the client thought the fee covered the appeal, or that filing fees were included. Agreeing the scope, the fee basis and the billing rhythm in writing, before work starts, prevents most of them.
An engagement letter also records who the client is, which matters for conflict checks, and what the client has agreed to do, such as providing documents and instructions on time.
Say exactly what the retainer deposit will be applied to, whether it must be topped up, and what happens to any balance at the end. Set a limit above which disbursements need the client’s approval in advance; it avoids surprises on the invoice.
This template is a starting point for qualified legal practitioners, not legal advice. Professional conduct rules on fees, client money and termination differ between countries, and sometimes between courts, so review every clause against the rules that bind you before you use it.
Skip the spreadsheet
In The Counsel, each client and matter keeps its documents, fee arrangements, invoices and payments together, so the terms you agreed are never far from the work.
Is a retainer agreement the same as a letter of engagement?
In everyday practice the terms are used interchangeably: both set out the terms on which the firm acts. The template works as either.
Can I use this template in Ghana, Kenya or South Africa?
You can use it as a starting point anywhere, but check each clause against the professional conduct rules that apply where you practise.
Is this template legal advice?
No. It is a general drafting aid for qualified lawyers, to be adapted to each matter and jurisdiction.