Professional Services-Proposals
Retainer Agreement
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Proposal Outline
Retainer Agreement
Parties and key terms
Services and delivery
Services and delivery (continued 2)
Fees and payment
Ownership and confidentiality
Ownership and confidentiality (continued 2)
Risk and liability
Risk and liability (continued 2)
Term and termination
Term and termination (continued 2)
General
General (continued 2)
Schedule 1: Services
Schedule 2: Fees
Signatures
About this template
This retainer agreement template reserves a set number of hours each month for a client, with priority response, limited rollover of unused hours and extra work at an hourly rate. Agencies, consultants and freelancers use it for ongoing support where the client pays a monthly fee for guaranteed capacity.
When to use this agreement
Use a retainer when work is ongoing and the client wants your time reserved each month, such as maintenance, design support or marketing help. A project contract suits a defined deliverable with an end point.
This template runs for an initial term and then renews monthly until either party gives notice. It sets a rollover limit so unused hours cannot build up indefinitely.
What the agreement covers
- Services and delivery
- The provider delivers the services with reasonable skill and care, the client supplies information and one authorised contact, and changes need a signed change order.
- Capacity, rollover and extra work
- Sets the reserved monthly hours, how much unused time can roll into the next month, and that extra work needs prior written approval at the hourly rate.
- Fees and payment
- The monthly fee is invoiced in advance, with a payment deadline and reimbursement of pre-approved expenses.
- Ownership and confidentiality
- Each party keeps its pre-existing materials, the client receives rights to paid deliverables, and both sides protect confidential information.
- Risk, term and general terms
- Warranties, a disclaimer, a liability cap, mutual indemnities, the initial term and monthly renewal, notice to end, force majeure, disputes and governing law.
Before you send it
- Set the hours and rate
- Fill in the monthly fee, included hours and hourly rate for extra work in Schedule 2.
- Define priority response
- Describe what priority response means in Schedule 1 so expectations are clear.
- Check term and notice
- Confirm the initial term and notice period work for both of you.
- Have a lawyer review it
- Ask a lawyer to review renewal and termination terms under the governing law.
This guide is general information, not legal advice. Have a lawyer review the agreement for your situation and the governing law before you use it.
Frequently Asked Questions
What should a retainer agreement include?
The services, reserved hours, how unused hours are treated, the monthly fee, extra work rates, payment terms, ownership, confidentiality, liability limits, term, renewal, notice and governing law. This template includes each.
What is the difference between a retainer and a project contract?
A project contract covers a defined scope with an end point and usually a fixed fee. A retainer reserves ongoing capacity for a monthly fee and renews until someone gives notice.
Do unused retainer hours roll over?
Under this template, a limited share of unused hours can roll into the next month only. You can change the rollover limit before sending, as long as both parties agree.
How is extra work billed on a retainer?
Work beyond the reserved hours needs the client’s prior written approval and is charged at the hourly rate in the fee schedule. Monthly fees are invoiced in advance.
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