# Retainer agreement template

Source: https://contracko.com/de/vertragsvorlagen/retainer-agreement

# Retainer agreement template

A professional services contract for ongoing consulting, legal, marketing, or creative work billed on a monthly retainer basis. Defines scope of services, monthly fee, included hours, additional work rates, deliverables, termination notice, intellectual property ownership, and renewal terms.

## 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:client@example.com">client@example.com</a> Phone: 555-123-4567

Provider: Primary Contact: Provider Contact Email: <a href="mailto:provider@example.com">provider@example.com</a> Phone: 555-987-6543

### 21. Signatures

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

Client

Date: default

Name: Client Name

Title: client title

Signature: _____________________________

Provider

Date: default

Name: Provider Name

Title: provider title

Signature: _____________________________

## Vorlage anpassen

Effective Date

Initial Term Months

Start Date

Meeting Duration

Termination Notice Days

Early Termination Policy

[Dokument vorbereiten](https://app.contracko.com/register?appLanguage=de)

Schluss mit dem Kopieren und Einfügen von Vorlagen. Nutzen Sie Contracko, um Ihre Verträge an einem Ort zu erstellen, zu verwalten und zu unterzeichnen.

[Kostenlos loslegen](https://app.contracko.com/register?appLanguage=de)

## Häufig gestellte Fragen

- **Q:** How does a retainer work?
  **A:** The client pays a fixed monthly fee to guarantee a certain amount of the provider's time or a specific set of deliverables each month.

- **Q:** What happens to unused retainer hours?
  **A:** This depends on the agreement terms. Some retainers allow unused hours to roll over to the next month (with a cap), while others operate on a "use it or lose it" basis where unused hours expire monthly.

- **Q:** Can either party terminate a retainer agreement?
  **A:** Yes, most retainer agreements include termination clauses requiring 30-60 days' written notice. Some agreements may require payment for the current month even if terminated early.

- **Q:** How is work tracked under a retainer agreement?
  **A:** Providers typically track time using time-tracking software and provide monthly reports showing hours used, work completed, and remaining hours. This ensures transparency and accountability for both parties.

- **Q:** How should scope creep be handled in a retainer agreement?
  **A:** Scope creep — where the client gradually requests work beyond what the retainer covers — is one of the most common disputes in ongoing service relationships. The agreement should define the monthly scope precisely (e.g., specific deliverables or a maximum number of included tasks), require written approval and a separate quote for out-of-scope work, and establish a review process so both parties can renegotiate the retainer fee if the workload consistently exceeds the original estimate.

## Verwandte Vorlagen

### [Consulting agreement template](https://contracko.com/de/vertragsvorlagen/consulting-agreement)

### [Freelance graphic design contract template](https://contracko.com/de/vertragsvorlagen/freelance-graphic-design-contract)

## Bereit, Ihre Verträge professionell zu verwalten?

Schluss mit dem Kopieren und Einfügen von Vorlagen. Nutzen Sie Contracko, um Ihre Verträge an einem Ort zu erstellen, zu verwalten und zu unterzeichnen.

[7 Tage kostenlos testen](https://app.contracko.com/register?appLanguage=de)

Demo buchen