Retainer Agreement Contract
Jim Clark Co
Free Template
Retainer Agreement Template
Updated September 23, 2025
A retainer agreement is a formal contract where a client pays a fixed amount upfront to secure ongoing access to a professional’s services for a set period. It defines availability, services covered, payment terms, and establishes expectations for both parties.
Who Should Use a Retainer Agreement?
A retainer is helpful for consultants and freelancers who want to provide a more stable, long-term service, and offers a steady stream of income and a committed client base for the service provider. This is also helpful for the client or customer, who can establish a relationship and have security that their service needs are met regularly.
Types of Retainer Agreements
Depending on your needs and situation, you’ll want a specific type of retainer agreement. Let's explore which one is the best fit for you:
- Pay-for-work: This is like buying a service package in advance. Clients prepay a retainer fee, which gets deducted as they use the service provider's time. It is perfect for ongoing needs when help is needed regularly, but the exact amount of time can vary.
- Pay-for-access: Clients can secure the service provider's priority access and expertise, even if they don't need them every minute. This is a great option for legal or consulting situations where quick advice or support can't wait.
- Project-based: Common for freelancers, this is when clients pay a set fee upfront to cover a project within an agreed scope and timeline. This solidifies that everyone is in sync with the project goals.
What Should Be Included in a Retainer Agreement?
In order to ensure the client receives what they pay for, and the expert gets paid, you need an iron-clad agreement. Here's what to include:
- Client and service provider information: Names, addresses and contact details
- Services provided: Outline the scope of work, and the type of agreement as mentioned above
- Terms of the agreement: Set the start and end dates for the retainer
- Consideration and payment: Choose the payment structure (like an hourly rate or a flat fee) that works best for the project and be sure to include how expenses are handled.
- Confidentiality/Non-Disclosure: Ensures any sensitive information shared stays secure
- Intellectual property: Decide who owns any intellectual property created during the agreement
- Indemnification: Define each party's responsibility for loss or damages
- Limitation of liability: Specify the governing law and any insurance requirements
- Insurance: Outline any insurance needs for the service provider (e.g., liability, errors, & omissions)
- Governing law: Defines which state's laws apply if any disputes arise
- Termination clause: States how either party can terminate the agreement if needed
Benefits of a Retainer Agreement
For clients, a retainer agreement provides priority access to your service provider, ensuring timely support when needed. It also offers predictable costs through a fixed fee structure, making budgeting easier. Lastly, it guarantees ongoing, reliable support to keep your projects running smoothly.
As a service provider or expert, retainer agreements provide steady income, reducing financial uncertainty and stress. They help build lasting client relationships while giving you a reliable base of committed clients with guaranteed work. You can plan your schedule more strategically and manage resources more efficiently.
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Retainer Agreement Contract
AgreementThis Retainer Agreement ("Agreement") is made and entered into on , by and between (Legal Name) "Service Provider", and (Legal Name), "Client". The Service Provider and the Client may collectively be referred to as the "Parties."
1. Engagement and Term
The Client retains the Service Provider to perform the services described herein beginning on and ending on , unless terminated earlier under the terms of this Agreement. This Agreement shall not automatically renew, unless agreed in writing.
2. Scope of Services
The Service Provider shall perform the following professional services:
.
These services shall be provided independently and in accordance with the highest industry standards. The Service Provider is not obligated to perform tasks outside the agreed-upon scope without a separate written agreement.
3. Professional Fees and Expenses
- Retainer Amount: $
- Payment Schedule:
- Due Date(s):
Payment is due as scheduled regardless of the Client’s use of services during the term. Failure to remit payment on time may result in the suspension of services and potential termination of this Agreement.
Any reimbursable expenses (e.g., travel, materials, third-party tools) shall be approved in writing by the Client and documented with itemized receipts. The following party shall be responsible:
4. Independent Contractor Status
The Service Provider is engaged as an independent contractor and not as an employee, agent, or partner of the Client. The Service Provider shall be solely responsible for all taxes, withholdings, insurance, and compliance with applicable laws.
5. Confidentiality and Non-Disclosure
The Service Provider agrees not to disclose, use, or exploit any confidential or proprietary information received during the course of this engagement for any purpose other than performing services under this Agreement. This obligation shall survive the termination of this Agreement.
6. Changes and Amendments
No changes to this Agreement shall be valid unless made in writing and signed by both Parties. Requests to modify the scope, pricing, or schedule must be submitted in writing and are subject to mutual approval.
7. Termination
This Agreement may be terminated by either Party with days’ written notice. Upon termination:
- The Client shall pay for all work performed and approved expenses incurred up to the termination date.
- Any unearned portion of the retainer may be refunded at the discretion of the Service Provider.
Termination for material breach may be immediate if the breach is not cured within five (5) business days of written notice.
8. Dispute Resolution
Any disputes arising under or relating to this Agreement shall be resolved by:
Mediation
Arbitration
Litigation in the courts of
Both Parties agree to act in good faith to resolve disputes and shall bear their own legal fees unless otherwise determined.
9. Entire Agreement
This Agreement constitutes the full and complete understanding between the Parties and supersedes any prior agreements or understandings, written or oral. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain valid and in effect.
Participants-
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Service ProviderJim Clark3445 Ravenwood DrCollege Park, GA 30349(404) 763-3294
Signatures-
Click to signJohn Doe
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Click to signJim Clark
