Retainer Agreement Toolkit

Tiered retainer contract with scopes, KPIs, and out-of-scope pricing language.

What's Inside

[“Scope of services definitions”, “Payment terms and schedule”, “Termination clauses”, “IP ownership rights”]

How to Use

[“Define the monthly deliverables clearly”, “Set the payment due dates”, “Review with your client”, “Sign and store securely”]

Getting Started

[“Agree on the monthly fee”, “List exactly what is included”, “Decide on the contract length”]

Template

Retainer Agreement Template

Effective Date: [Date] Between: [Service Provider Legal Name] (“Provider”) And: [Client Legal Name] (“Client”)

1. Retainer Arrangement

1.1 Monthly Retainer

Client engages Provider to provide ongoing professional services on a monthly retainer basis. The retainer arrangement provides Client with:

[Number] hours of professional services per month
Priority access to Provider’s time and expertise
Right of first refusal on additional work
[Any other benefits specific to your arrangement]

1.2 Services Included

The retainer includes services such as:

[Strategy and consulting]
[Project management and oversight]
[Team leadership and mentoring]
[Ad hoc advisory and guidance]
[Specific service descriptions]

Services NOT included in the retainer:

[Large project implementations requiring project-specific SOW]
[Work requiring specialized subcontractors]
[Significant travel expenses]
[Specify any exclusions]

2. Retainer Fees and Terms

2.1 Monthly Retainer Fee

Monthly Fee: $[Amount] per month
Billing Frequency: On the [1st] of each month
Payment Due: [Within 15 / 30] days of invoice date
Included Hours: [Number] hours per month
Overage Rate: $[Hourly Rate] per hour for hours exceeding included amount

2.2 Retainer Term

Initial Term: This retainer shall commence on [Start Date] and continue for an initial period of [3 / 6 / 12] months (the “Initial Term”)
Renewal: This retainer shall automatically renew for successive [1-month / 3-month / 1-year] periods unless either party provides [30 / 60] days written notice of non-renewal before the end of the current term
Early Termination: Either party may terminate this retainer with [30 / 60 / 90] days written notice

2.3 Minimum Commitment

[OPTIONAL - if applicable]

Client commits to a minimum retainer period of [3 / 6 / 12] months from the Effective Date. If Client terminates the retainer before the end of this period:

Client shall pay a termination fee equal to [percentage]% of remaining retainer fees
OR Client shall pay retainer fees through the end of the minimum period

2.4 Late Payment

Invoices not paid within [30] days of the due date shall accrue interest at:

[0.5% to 1.5%] per month, or
The maximum rate allowed by law

If payment is [60] days overdue, Provider may suspend services until account is current.

3. Work Hours and Availability

3.1 Monthly Allowance

Provider allocates [Number] hours per month to Client’s retainer. These hours:

Do not carry forward to the next month (unless otherwise agreed)
Are allocated on a first-come, first-served basis
Include the following types of activities:
- Consulting calls and meetings
- Email and Slack communication
- Review and feedback on documents/work
- Strategic planning and advisory
- Project management and oversight

3.2 Availability and Response Times

Provider shall:

Be available for [Number] hours per day / week (specify availability)
Respond to non-urgent requests within [1-2] business days
Respond to urgent matters within [4-8] hours during business hours
Be reachable via [email / phone / Slack / specify communication method]

3.3 Hours Beyond Retainer

Hours worked in excess of the monthly allocation shall be billed at:

Overage Rate: $[Hourly Rate] per hour
Billing: Monthly, added to the next retainer invoice
Cap: [Optional: Monthly maximum of $[Amount], require separate engagement for additional work]

3.4 Time Tracking

Provider shall:

Track time on a project/activity basis
Provide monthly time summaries showing:
- Description of work performed
- Hours spent on each project/activity
- Remaining available hours for the month
- Any overage hours and associated fees

4. Scope of Services

4.1 Primary Deliverables

The retainer includes the following primary services:

[List key services and responsibilities]

Strategic planning and guidance
Weekly check-in meetings (duration: [30 / 60] minutes)
Performance review and feedback on initiatives
Industry insights and trend analysis
Problem-solving and troubleshooting
Team mentoring and coaching
[Other relevant services]

4.2 Services Requiring Separate Engagement

The following items are NOT included in the retainer and require a separate Statement of Work (SOW) and additional fees:

Large-scale projects exceeding [X hours / X weeks]
Implementation projects requiring dedicated focus
Subcontractor or specialized vendor coordination
Travel expenses or on-site work (unless pre-approved)
Board-level presentations or strategic planning sessions
One-time intensive initiatives or sprints
Work outside the defined scope below

4.3 Scope Limitations

This retainer does NOT include:

[Specific exclusions relevant to your business]
Third-party vendor management
Execution of recommendations (only advisory)
[Any other boundary conditions]

5. Project Management and Escalation

5.1 Primary Contact

Client Point of Contact:

Name: [Name]
Title: [Title]
Email: [Email]
Phone: [Phone]

Provider Point of Contact:

Name: [Name]
Title: [Title]
Email: [Email]
Phone: [Phone]

5.2 Monthly Check-Ins

Provider and Client shall meet [weekly / bi-weekly / monthly] to:

Review progress on current initiatives
Discuss challenges and opportunities
Plan upcoming work and priorities
Adjust retainer scope if needed

5.3 Escalation Path

If issues arise:

Discuss with primary contacts within [2-3] business days
Escalate to [Manager / VP / CEO] if unresolved within [5] business days
Either party may request mediation or arbitration per Section 9

6. Retainer Modification and Adjustments

6.1 Scope Changes

If Client’s needs change, either party may request to modify the retainer:

Fee Adjustment: Retainer may be adjusted if scope changes materially
Notice: Changes require [30] days written notice
Effective Date: Changes take effect at the beginning of the next billing month
Fee Increase: Provider may increase retainer fees annually by [up to X%] with [60] days notice

6.2 Pause or Scaling Back

If Client needs to pause or reduce the retainer:

Temporary Pause: Client may pause the retainer for up to [1 / 3] months per calendar year without penalty, with [30] days notice
Scaling Back: Client may reduce monthly hours with [30] days notice; minimum retainer remains $[Amount] or [Number] hours

7. Intellectual Property

7.1 Pre-Existing IP

All intellectual property, materials, tools, templates, frameworks, and methodologies owned by Provider prior to this engagement (the “Provider IP”) remain Provider’s exclusive property. Client receives a license to use Provider IP solely as necessary to benefit from the Services.

7.2 Work Product

Deliverables and work product created specifically for Client during the retainer (“Work Product”) shall be:

[Select one]

Option A - Client Ownership:

Work Product is owned by Client upon payment
Provider retains the right to use general learnings and methodologies

Option B - Provider Retains Ownership with License:

Work Product is owned by Provider
Client receives a perpetual license to use internally
Provider may reuse methodologies with other clients

Option C - Joint Ownership:

Work Product is jointly owned by Provider and Client
Either party may use without accounting to the other

7.3 Recommendations and Advice

Strategic recommendations, insights, and verbal advice provided during the retainer are not separately owned or restricted and may be shared more broadly.

8. Confidentiality

8.1 Confidential Information

Each party shall maintain confidentiality regarding:

Business strategies and plans
Financial information and metrics
Client lists and customer information
Technical information and processes
Any information marked “Confidential”

8.2 Duration

Confidentiality obligations survive termination of this retainer for [2 / 3 / 5] years for information that remains confidential.

8.3 Permitted Disclosures

Either party may disclose Confidential Information:

To legal counsel, accountants, and advisors under professional confidentiality
As required by law or court order (with notice to the other party if permitted)
With the other party’s prior written consent

9. Representations, Warranties, and Disclaimers

9.1 Provider Representations

Provider represents that:

Provider has the authority and skill to provide the Services
Services will be performed professionally and in accordance with industry standards
Provider will not infringe third-party intellectual property rights
Provider has disclosed any material conflicts of interest

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Provider’s recommendations and advice are based on information provided by Client and do not constitute legal, accounting, or investment advice.

9.3 Client Responsibilities

Client is responsible for:

Making business decisions and implementing recommendations
Obtaining additional professional advice (legal, accounting, etc.) as needed
Providing accurate information and timely decisions
Complying with all applicable laws

10. Limitation of Liability

10.1 Liability Cap

IN NO EVENT SHALL PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE [6 / 12] MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR:

Indirect, incidental, or consequential damages
Lost profits, revenue, or business opportunity
Loss of data or reputational harm
Even if advised of the possibility of such damages

11. Independent Contractor Status

[If applicable]

Provider is an independent contractor, not an employee of Client. Provider is responsible for:

Federal, state, and local taxes and withholdings
Workers’ compensation and liability insurance
Compliance with applicable employment laws and regulations

12. Termination

12.1 Termination for Convenience

Either party may terminate this retainer agreement:

By providing [30 / 60 / 90] days written notice
Termination is effective on the specified date
Client pays for all Services through the termination date
Provider refunds any unearned prepaid retainer fees

12.2 Termination for Cause

Either party may terminate immediately for:

Material breach not cured within [10 / 15] days of written notice
Insolvency or bankruptcy filing
Conviction of a felony
Cessation of business operations

12.3 Effect of Termination

Upon termination:

Provider shall cease Services on the termination date
Client shall pay any outstanding invoices within [15] days
Confidentiality and IP provisions survive indefinitely
Client may transition work gradually with Provider’s assistance (at standard rates)

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by the laws of [State / Country], without regard to its conflict of laws principles.

13.2 Dispute Resolution

[Select one]

Option A - Good Faith Negotiation:

Disputes shall first be addressed through good faith negotiation
If unresolved within [30] days, disputes may proceed to litigation in [County/City/State] courts

Option B - Mediation then Arbitration:

Disputes shall be mediated in [City, State]
If mediation fails within [30] days, disputes proceed to binding arbitration
Arbitration under [AAA / JAMS] rules
Prevailing party may recover reasonable attorney fees

14. General Provisions

14.1 Entire Agreement

This Agreement, along with any exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.

14.2 Amendments

No amendment is valid unless in writing and signed by both parties.

14.3 Severability

If any provision is invalid, the remaining provisions continue in effect.

14.4 Notices

All notices shall be in writing and delivered via:

Email (with read receipt)
Hand delivery
Overnight courier
Certified mail

To Client: [Name/Address/Email/Phone]

To Provider: [Name/Address/Email/Phone]

14.5 Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each deemed an original. Electronic signatures are binding.

15. Monthly Reporting

Provider shall provide Client with a monthly report including:

Hours billed and remaining for the month
Summary of work completed
Current priorities and upcoming work
Any blockers or issues requiring Client decision
Recommended next steps and focus areas

16. Acknowledgment and Signature

By signing below, both parties acknowledge they:

Have read and understand this Agreement
Are authorized to execute this Agreement
Agree to be bound by its terms

PROVIDER:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

CLIENT:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

How to Use This Template

Define the retainer model that fits your arrangement (fixed fee, hourly pool, tiered, etc.)
Specify included services clearly so both parties know what’s covered vs. excluded
Set expectations around availability, response times, and communication methods
Clarify IP ownership and whether work product belongs to Client or Provider
Establish termination terms that protect both parties’ interests
Review with your lawyer before signing to ensure compliance with local laws
Keep communication open with regular check-ins to ensure the arrangement continues to work for both parties

Last Updated: [Date]

For questions or updates, contact: [Your Email]