Retainer agreement template

Retainer Agreement

This Retainer Agreement (the "Agreement") is entered into on 2024-01-01 (the "Effective Date") by and between Client Name ("Client") with an address of Client Address and Provider Name ("Provider") with an address of Provider Address.

1. Services and Scope

Service Type: Consulting (legal services, consulting, marketing, design, accounting, IT support, business advisory, etc.)

Services Included:

Provider agrees to provide the following services on a retainer basis:

1. Strategy

   • Strategic planning

2. Analysis

   • Data analysis

3. Reporting

   • Monthly reports

4. Ad-hoc support

Services NOT Included:

• Implementation
• Services requiring pre-approval
• Out-of-scope project work

2. Retainer Structure

Retainer Type: Hours-Based (choose one)

Option A: Hours-Based Retainer

Monthly Hours Included: 10 hours per month

Hourly Value: $150 per hour (for reference)

Unused Hours: Rollover (rollover to next month up to 5 hours / expire / banking period of 1 months)

Additional Hours: $175 per hour beyond included hours

Hour Tracking: Provider will track time in 15 Minute increments (15 minutes minimum)

Option B: Deliverables-Based Retainer

Monthly Deliverables:

• Report: 1 per month
• Meeting: 2 per month
• Update: 4 per month

Additional Deliverables: See Rate Card

Option C: Hybrid Retainer

Base Services: Core Support

Included Hours: 5 hours per month for ad-hoc requests

Priority Access: 24h Response

3. Retainer Fee and Payment

Monthly Retainer Fee: $1500

Payment Schedule: Due on the 1st of each month (1st, 15th, last day, etc.)

First Payment: $1500 due upon signing (prorated if starting mid-month: Pro-rated)

Payment Method: ACH (ACH, credit card, wire transfer, check)

Auto-Payment: Required (required / optional / not available)

Late Payment:

• Grace period: 5 days
• Late fee: $50 or 5%
• Interest: 1.5% per month on overdue amounts
• Services may be paused after 15 days of non-payment

Invoice Details: Invoices include:

• Hours worked (if hours-based)
• Services performed
• Date and description of work
• Remaining balance of hours/deliverables

Payment Terms: Net payment terms days days

4. Term and Renewal

Initial Term: initial term months months beginning start date

Minimum Commitment: minimum months months (if applicable)

Renewal: Auto-renews month-to-month unless either party provides cancellation notice days days written notice

Annual Commitment Discount: annual discount (if Client commits to 12 months upfront)

5. Retainer Usage and Prioritization

Request Process:

• Submit requests via: request method (email, project management tool, portal)
• Include: Description, deadline, priority level
• Provider acknowledges within: acknowledgment hours business hours

Response Times:

• Urgent requests: urgent response hours hours
• High priority: high priority hours hours
• Normal priority: normal priority days business days
• Low priority: low priority days business days

Priority Access: Client receives priority over non-retainer clients for:

• Scheduling
• Rush requests
• Same-day support (if applicable)

Availability: Provider available availability hours (business hours / 24/7 / weekdays only)

Meetings: meetings included meetings per month included (meeting duration each)

6. Work Product and Deliverables

Ownership: Upon payment, Client owns all work product created specifically for Client

License: Provider grants Client perpetual, worldwide license to use deliverables

Provider Tools: Provider retains ownership of pre-existing materials, templates, methodologies, and tools

Third-Party Materials: Subject to applicable licenses; Client responsible for obtaining necessary rights

7. Additional Services and Overages

Overage Billing: Hours/work beyond retainer billed at overage hourly rate

Overage Approval: Work exceeding overage threshold hours requires Client pre-approval

Project Work: Large projects outside retainer scope require separate SOW and pricing

Overage Invoice: Billed overage billing frequency (monthly / upon completion / next invoice)

Expense Reimbursement: expense policy (pre-approved expenses only / included / not applicable)

8. Performance Standards

Quality Standards: Provider will perform services in professional, workmanlike manner consistent with industry standards

Skill and Care: Provider represents having necessary skills and expertise

Reporting: reporting frequency (weekly status updates / monthly reports / dashboard access)

KPIs/Metrics: success metrics (if applicable)

9. Client Responsibilities

Client agrees to:

• Provide timely information and materials needed for Provider to perform services
• Respond to Provider requests within client response days business days
• Designate point of contact: Client Contact
• Provide feedback on deliverables within feedback days days
• Pay invoices on time
• Maintain reasonable expectations regarding workload and deadlines
• additional client responsibilities

Delays: Timeline extended if Client delays providing necessary information or feedback

10. Confidentiality

Confidential Information:

• Business strategies and plans
• Financial information
• Proprietary methods and processes
• Client data and customer information
• Unpublished work product

Obligations:

• Maintain strict confidentiality
• Use only for Agreement purposes
• Not disclose without written consent
• Return or destroy upon termination

Exceptions: Information that is public, independently developed, previously known, or required by law

Duration: Survives termination for confidentiality years years

11. Non-Solicitation (Optional)

Non-Solicitation: non solicitation

If applicable:

• Client agrees not to solicit Provider's employees for non solicitation months months
• Provider agrees not to solicit Client's employees for provider non solicitation months months

12. Termination

Termination for Convenience:

• Either party may terminate with termination notice days days written notice after minimum commitment
• During minimum commitment: early termination policy

Termination for Cause: Immediate termination if:

• Material breach not cured within cure period days days
• Non-payment
• Bankruptcy or insolvency
• Violation of confidentiality

Effect of Termination:

• Client pays for work completed through termination date
• Unused retainer fees: refund policy (non-refundable / prorated refund / credit)
• Provider delivers all work-in-progress and materials
• Provider removes access to tools/systems
• Confidentiality obligations survive

Transition Assistance: transition support (included for transition days days / available at hourly rate)

13. Limitation of Liability

Liability Cap: Provider's total liability limited to liability cap (typically 3-6 months of retainer fees)

Exclusions:

• Gross negligence or willful misconduct
• Breach of confidentiality
• IP infringement

NO CONSEQUENTIAL DAMAGES: Neither party liable for indirect, incidental, or consequential damages, lost profits, or business interruption

14. Indemnification

Provider Indemnifies Client: Against claims arising from Provider's:

• Negligence or misconduct
• Breach of confidentiality
• IP infringement by Provider's original work

Client Indemnifies Provider: Against claims arising from:

• Client-provided materials
• Client's use of deliverables
• Client's business operations

15. Insurance (Optional)

Provider Insurance: insurance requirement

If required:

• Professional liability: professional liability amount
• General liability: general liability amount
• Cyber liability: cyber insurance
• Certificate of insurance provided upon request

16. Independent Contractor

Relationship: Provider is independent contractor, not employee, partner, or agent

Taxes: Provider responsible for all taxes, insurance, and benefits

No Benefits: Client provides no employee benefits

Control: Provider controls means and methods of work

17. Dispute Resolution

Governing Law: Laws of governing jurisdiction

Dispute Process:

1. Good faith negotiation
2. Mediation in mediation location
3. final resolution (binding arbitration / litigation)

Attorney Fees: attorney fees (prevailing party / each bears own)

18. General Provisions

Entire Agreement: Constitutes entire understanding and supersedes all prior agreements

Amendments: Must be in writing signed by both parties

Severability: Invalid provisions don't affect remaining terms

Waiver: Failure to enforce doesn't waive future enforcement

Force Majeure: Neither party liable for delays beyond reasonable control

Notices: In writing to addresses above

Assignment: Neither party may assign without consent (except to successor entity)

Counterparts: May be executed in counterparts; electronic signatures binding

19. Special Provisions

None

20. Contact Information

Client: Primary Contact: Client Contact Email: <a href="mailto:[email protected]">[email protected]</a> Phone: 555-123-4567

Provider: Primary Contact: Provider Contact Email: <a href="mailto:[email protected]">[email protected]</a> Phone: 555-987-6543

21. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.