A letter agreement between outside counsel and a corporate client for the provision of legal services charged on a contingency 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.