Retainer Agreement

Document text

[LAW OFFICE NAME]

Attorneys-at-Law

[OFFICE ADDRESS] · Tel. [TELEPHONE] · [E-MAIL ADDRESS OF RECORD]

RETAINER AGREEMENT

(Engagement of Legal Services)

This Retainer Agreement is entered into at [CITY/MUNICIPALITY], Philippines, on [DATE], by and between:

[FULL NAME OF CLIENT/COMPANY NAME], [of legal age, CITIZENSHIP/a corporation organized under Philippine law, represented by [FULL NAME AND POSITION]], with address at [ADDRESS] (the "CLIENT"); and

[LAW OFFICE NAME], a [LAW FIRM/SOLE PRACTICE], represented by ATTY. [FULL NAME OF LAWYER], with office address at [ADDRESS] (the "COUNSEL").

The parties agree as follows:

1. Scope of engagement. The CLIENT engages the COUNSEL to [DESCRIBE THE MATTER — e.g., represent the CLIENT as [PLAINTIFF/DEFENDANT] in [CASE TITLE], Civil Case No. [NUMBER], before the [COURT/AGENCY]], until [FINAL JUDGMENT AT THE LEVEL OF [COURT]/COMPLETION OF THE TRANSACTION]. Appeals, execution of judgment, related or new cases, and other matters are not included unless agreed in writing.

2. Professional fees. The CLIENT shall pay the COUNSEL the following fees:

Item Amount (PHP) When payable

Acceptance fee — for agreeing to handle the matter, study of records and initial preparation [AMOUNT] Upon signing of this Agreement

Appearance fee — per hearing, pre-trial, mediation, JDR, conference or meeting attended, including hearings postponed or cancelled when the COUNSEL was present [AMOUNT] per appearance Within [NUMBER] days after each appearance

Pleading fee (optional) — per major pleading, memorandum or position paper [AMOUNT] Upon filing

Success fee (optional) — [PERCENT]% of the amount actually recovered or saved, or a fixed amount [PERCENT]% / [AMOUNT] Upon actual receipt by the CLIENT

Hourly rate (optional, advisory work) [AMOUNT] per hour Monthly, per statement of account

3. Nature of the acceptance fee. The acceptance fee compensates the COUNSEL for accepting the engagement and forgoing other engagements. It is not refundable once the COUNSEL has begun work, except as the law or the Code of Professional Responsibility and Accountability may require.

4. Expenses. Filing and docket fees, sheriff’s and process fees, transcript of stenographic notes, notarial fees, courier and postage, photocopying, and transportation, accommodation and meals for appearances outside [CITY/PROVINCE] are not part of the fees and shall be paid by the CLIENT at actual cost. The CLIENT shall deposit an expense fund of PHP [AMOUNT], to be replenished when it falls below PHP [AMOUNT]. The COUNSEL shall account for the fund with receipts and return any unused balance at the end of the engagement.

5. Billing and payment. The COUNSEL shall send a statement of account [MONTHLY/AFTER EACH APPEARANCE], payable within [NUMBER] days by [BANK TRANSFER TO [ACCOUNT]/CHECK PAYABLE TO [PAYEE]]. The fees are [EXCLUSIVE/INCLUSIVE] of [VALUE-ADDED TAX/PERCENTAGE TAX]. If the CLIENT is a withholding agent, it shall withhold the applicable creditable withholding tax and furnish the COUNSEL BIR Form 2307. The COUNSEL shall issue the invoice required by tax regulations.

6. Unpaid fees. If fees or expenses remain unpaid for more than [NUMBER] days after demand, the COUNSEL may withdraw from the matter, subject to the Rules of Court and the protection of the CLIENT’s interests, without prejudice to the COUNSEL’s lien and right to collect fees earned.

7. No guarantee. The COUNSEL shall handle the matter with competence and diligence but does not guarantee any particular result.

8. Duties of the CLIENT. The CLIENT shall give complete and truthful information and documents, attend hearings when required, keep the COUNSEL informed of changes in contact details, and not settle or communicate with the opposing party about the matter without informing the COUNSEL.

9. Confidentiality and data privacy. The COUNSEL shall keep the CLIENT’s information confidential. The CLIENT consents to the processing of personal data needed for the engagement, in accordance with the Data Privacy Act of 2012 (R.A. No. 10173).

10. Conflict of interest. The COUNSEL confirms that, based on the information given, it has no conflict of interest in handling the matter, and shall inform the CLIENT if one arises.

11. Termination. The CLIENT may terminate this engagement at any time by written notice. Fees earned and expenses incurred up to termination remain payable. The COUNSEL may withdraw only on grounds allowed by law and professional rules, after reasonable notice.

12. Entire agreement. This Agreement is the entire agreement of the parties on the engagement and may be amended only in writing signed by both.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date and at the place first above written. ______________________________ [FULL NAME OF CLIENT/AUTHORIZED SIGNATORY] CLIENT [POSITION, IF FOR A COMPANY] ______________________________ ATTY. [FULL NAME OF LAWYER] For the COUNSEL Roll of Attorneys No. [NUMBER] IBP No. [NUMBER]; [DATE]; [CHAPTER] PTR No. [NUMBER]; [DATE]; [PLACE] MCLE Compliance No. [NUMBER]; [DATE]

SIGNED IN THE PRESENCE OF: ______________________________ [FULL NAME OF WITNESS 1] Witness ______________________________ [FULL NAME OF WITNESS 2] Witness

DRAFTING NOTES FOR THE LAWYER — delete this page before printing

• Fees: Code of Professional Responsibility and Accountability (CPRA, A.M. No. 22-09-01-SC, effective 2023), Canon III — fees must be fair and reasonable (Sec. 41 lists the factors); division of fees and non-sharing with non-lawyers (Secs. 42–43); accounting for client funds (Secs. 49–50). Verify section numbers against the official text.

• Rules of Court, Rule 138, Sec. 24 (compensation; written contract controls unless unconscionable) and Sec. 37 (attorney’s lien); Sec. 26 (change/withdrawal of counsel). Without a written agreement, fees are fixed on quantum meruit.

• Contingent (success) fees are allowed if reasonable and paid in money; a lawyer may not acquire property in litigation (Civil Code, Art. 1491(5)).

• Tax: lawyers must register with the BIR and issue invoices (R.A. No. 11976, EOPT Act); professional fees paid by withholding agents are subject to expanded withholding tax. Choose VAT or percentage tax (or the 8% option) according to the lawyer’s registration.

• Notarization is optional; if the lawyer notarizes, another notary must do it (a notary may not notarize an instrument in which he or she is a party — 2004 Rules, Rule IV, Sec. 3(a)).

Field labels in [SQUARE BRACKETS, CAPITALS] must be completed or deleted. Alternatives are separated by a slash (e.g., [HIS/HER]). © Layers (layers.md), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). You may adapt and reuse this template with attribution. Template — review by a Philippine lawyer before use. Not legal advice.

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