Retainer Agreement Template
A retainer agreement is a legal contract wherein a client retains the service of a professional for work to be performed in the future. A retainer agreement sets the terms of the relationship between the parties and sets a retainer fee.
- This retainer agreement template is a universal go-by to help structure your own customized retainer agreement.
- Retainer agreements are mostly used by lawyers, but freelancers are beginning to use these types of contracts as well.
- A clear and well-drafted retainer agreement is beneficial to both parties.
The Breakdown: What is a Retainer Agreement?
Every retainer agreement will vary depending on the services desired and rendered. A service provider is a professional offering their services to a client or company. For example, a service provider agrees to provide the client with representation on a specific matter. The retainer agreement will explicitly define the services they are to perform for the client. This is known as the “scope of engagement.” A retainer agreement clearly spells out the payment terms and the retainer fees.
What should be included in a Retainer Agreement?
There are some essential elements that a retainer agreement should have. It is important to evaluate your client’s needs and tailor them to fit the services you are willing to provide. Here are the basic elements to a solid retainer agreement:
- Parties to the Agreement – Both the client service provider should be properly identified
- Scope of Engagement – This is one of the most important parts of a retainer agreement. The scope of engagement defines the exact services the client will receive.
- Compensation – This section of the retainer agreement sets the retainer fee. Retainers can be based on an hourly rate, flat fee, or be set on a contingency basis.
- Expenses – It is crucial that the retainer agreement includes who is responsible for expenses. It should clearly state what costs the client is responsible for.
- How to Pay – There should be a section describing when and how the service provider will get paid. This should include a payment schedule and the method of payment accepted by the service provider.
- Termination – Both parties agree that they can terminate the retainer agreement at any given time, but sometimes it is beneficial to provide notice to the other party. This is common business etiquette, so that the other party has ample time to make other arrangements if necessary.
- Confidentiality – It may be necessary that either the service provider or client divulge confidential information throughout the course of the agreement. Each party should honor each other’s confidential information. Sometimes a retainer agreement is paired with a separate, more detailed confidentiality agreement or non-disclosure agreement (NDA).
- Dispute Resolution – Sometimes, the parties do not agree. It is important to include a dispute resolution provision, so the parties understand how to resolve a dispute should one arise.
Common Mistakes in Retainer Agreements
The most critical section of a retainer agreement is the scope of engagement. This is the section of the agreement that can make or break the validity and enforceability of the agreement. The service provider should clearly define their scope of services to the client. If the client requests any other service outside the scope of the standing retainer agreement, it may be best to draft a separate agreement for those services. Amendments or additions to the services should be mutually agreed upon and in writing.
The other common mistake is not including the payment structure. Without a payment schedule in place, the client does not know how or when to pay. This could place the service provider in an awkward position when requesting payment.
Each state or local agency may have different statutes and regulations of what can and cannot be included in a retainer agreement. It is crucial to reach out to a lawyer to obtain legal advice before finalizing your retainer agreement.
How to get your Retainer Agreement Signed
Electronic signatures are the most popular signature methods. This is especially true with retainer agreements. Thousands of law firms across the nation draft and utilize retainer agreements every day. Before a service provider can begin work on a project, the retainer agreement must be signed.
Using ApproveMe.com’s software puts you to work quicker. E-signatures ensure that the parties sign in all the right places and eliminate common human error.
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This Retainer Agreement(“Agreement”) dated _______, 20__ (the “Effective Date”) is made between _________________________________________________(the “Service Provider”) located at ________________________________________________________________ and____________________________________________________(the “Client”), located at __________________________________________________________________________________, for the purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire the services and/or consultation of the Service Provider.
The purpose of this Retainer Agreement is to outline the nature of the Parties’ engagement and their respective expectations and responsibilities under this Agreement.
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
Scope of Engagement. Client retains the above Service Provider, and the Service Provider agrees to perform for the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Retainer Agreement for other services agreed to by the Parties.
Compensation. The Service Provider will be compensated for their time spent on this engagement following the payment terms set-forth below:
- The Service Provider will invoice the Client on the _____ day of each month. The invoice will include any and all Services performed under this Agreement as well as any pre-approved expenses.
- Payment will be due within _____ days of the invoice date. A late charge of $_______ per month will be added to any invoice not paid on time
- The Client understands that they are solely responsible for the payment of all fees and expense.
- Payments must be made to the Service Provider by credit card, money order, check, or any other approved method of payment accepted by the Service Provider. Payments must be mailed to:
Termination. This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon _____ business days written notice.
The Client understands that the Service Provider may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Retainer Agreement. Client agrees to pay any outstanding balances within _____ days of termination.
Property Rights and Confidentiality.
- All work product created by the Service Provider in connection to any Services provided under this Agreement is the exclusive property of the Service Provider. The Service Provider retains all of its intellectual property rights in and to its Confidential Information.
- Throughout the duration of this Agreement, it may be necessary for the Service Provider to have access to the Client’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
- The Services Provider is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Client. The Service Provider’s obligation of confidentiality will survive the termination of this Retainer Agreement and stay in place indefinitely.
The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agree that they are free to enter into other similar Agreements with other parties.
The Client understands that the Service Provider is not an Independent Contractor. Further, the Service Provider is not an employee, agent, partner, or representative of the Client.
Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of ________________.
If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of _________________, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of ______________________.
The prevailing Party to the dispute will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by litigation or binding arbitration.
No Assignment. This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
Governing Law. This Agreement shall be governed in all respects by the laws of the State of ___________________ without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.
Legal Fees. Should a dispute between the named Parties arise lead to legal action, the prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys’ fees.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Electronic Signatures. This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).
Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned have executed this Retainer Agreement effective as of the ____________ day of ________________, 20__ (the “Effective Date”).
Dated: _____________________________ Dated: _______________________________
Service Provider’s Signature Client’s Signature
Service Provider’s Printed Name or Entity Client’s Printed Name or Entity
Service Provider’s Contact Information: Client’s Contact Information:
Address: ______________________________ Address: _____________________________
Phone Number: _________________________ Phone Number: _________________________
Email Address: _________________________ Email Address: _________________________
Service Provider agrees to provide the following services:
The Service Provider is entitled to reimbursement of the following expenses incurred while performing such services:
______________________________________________________________________________*The Service Provider agrees that any expense not listed must be pre-approved by the Client. The Service Provider agrees to provide any receipts of any other related document to such expenses.
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