A letter agreement between outside counsel and clients for the provision of legal services charged on an hourly basis, outlining the parties' respective duties. This Standard Document can be used by outside counsel when drafting a retainer agreement or by in-house counsel when reviewing a draft retainer agreement. This Standard Document is drafted from the perspective of a litigation engagement, but it also contains typical language that can be used in a transactional context. This Standard Document has integrated notes with important explanations and drafting tips.