Retainer Agreement Sample Pdf

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PROFESSIONAL SERVICES RETAINER AGREEMENT

Effective Date: [Effective Date] Version: V1.0 Jurisdiction/Scope: Governed by the laws of the State of [State, USA]

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OFFICIAL NOTICE / DISCLAIMER

THIS DOCUMENT IS A SAMPLE RETAINER AGREEMENT TEMPLATE INTENDED FOR GENERAL INFORMATIONAL AND ILLUSTRATIVE PURPOSES ONLY. IT DOES NOT CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. THIS TEMPLATE IS NOT A SUBSTITUTE FOR RETAINING QUALIFIED LEGAL COUNSEL TO DRAFT OR REVIEW A RETAINER AGREEMENT SPECIFICALLY TAILORED TO YOUR UNIQUE CIRCUMSTANCES, GOVERNING LAW, AND BUSINESS REQUIREMENTS. USERS ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND ETHICAL OBLIGATIONS. THE CREATOR OF THIS DOCUMENT DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN OR NOT TAKEN BASED ON THE CONTENTS HEREIN. CONSULT WITH A LICENSED ATTORNEY BEFORE EXECUTING ANY LEGAL DOCUMENT.

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PARTIES & DEFINITIONS

This Professional Services Retainer Agreement (hereinafter, the "Agreement") is entered into on this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

Client: [Client Legal Name] [Client Entity Type, e.g., a corporation, LLC, individual] with its principal place of business/residence at [Client Full Address] (hereinafter, "Client").

Service Provider: [Service Provider Legal Name] [Service Provider Entity Type, e.g., a corporation, LLC, sole proprietorship] with its principal place of business/residence at [Service Provider Full Address] (hereinafter, "Provider").

Client and Provider may be referred to individually as "Party" and collectively as "Parties."

DEFINITIONS:

• "Services" refers to the professional services provided by Provider to Client as detailed in one or more Statement(s) of Work ("SOW") or Exhibit(s) attached hereto and incorporated by reference.
• "Retainer Fee" means the upfront payment made by Client to Provider to secure Provider's availability and/or as an advance against future fees and expenses, as specified in Clause 3.
• "Fees" refers to the compensation payable to Provider for Services rendered, as specified in the relevant SOW or Exhibit A.
• "Confidential Information" means non-public information disclosed by one Party to the other, identified as confidential, or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

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OPERATIVE CLAUSES & TERMS

1. Engagement of Services Client hereby engages Provider to perform professional services, and Provider accepts such engagement, subject to the terms and conditions set forth in this Agreement and any attached Statement(s) of Work (SOWs) or Exhibits.

2. Scope of Services 2.1. The specific Services to be performed by Provider, including deliverables, timelines, and any specific requirements, shall be set forth in a separate Statement of Work (SOW) or Exhibit A, which shall be attached hereto and incorporated by reference. Each SOW shall reference this Agreement and become binding upon execution by both Parties. 2.2. Any changes or additions to the Scope of Services must be mutually agreed upon in writing by both Parties through a formal change order process or an amended SOW.

3. Retainer Fee 3.1. Client shall pay Provider a non-refundable [OR: refundable, subject to Clause 6.3] Retainer Fee of [Amount in words] Dollars (US$[Amount]) upon the execution of this Agreement. 3.2. The Retainer Fee shall be held by Provider as an advance against future Fees and approved Expenses incurred by Provider in performing the Services. 3.3. Provider shall bill against the Retainer Fee balance on a [Monthly/Bi-Weekly/Quarterly] basis, or as Services are rendered, until exhausted. 3.4. If the Retainer Fee balance falls below [Threshold Amount in words] Dollars (US$[Threshold Amount]), Client agrees to replenish the Retainer Fee to its original amount within [Number] calendar days of Provider's written request. Failure to replenish may result in the suspension or termination of Services, at Provider's sole discretion. 3.5. Any portion of the Retainer Fee remaining unused upon the termination of this Agreement, after deducting all outstanding Fees and Expenses, shall be refunded to Client within [Number] calendar days, unless specified otherwise in Clause 3.1.

4. Fees and Billing 4.1. In consideration for the Services, Client agrees to pay Provider Fees as specified in the applicable SOW or Exhibit A. Such Fees may be calculated on an hourly, fixed-fee, or project-based arrangement. 4.2. Provider shall submit invoices to Client on a [Monthly/Bi-Weekly] basis, or upon completion of specific milestones, detailing the Services performed, hours expended (if applicable), and any reimbursable expenses. 4.3. Invoices are due and payable within [Number] calendar days (e.g., thirty (30) days) from the invoice date ("Payment Due Date"). 4.4. Any invoice not paid by the Payment Due Date shall accrue interest at the rate of [Percentage]% per month, or the maximum rate permitted by law, whichever is lower, from the Payment Due Date until paid in full. 4.5. Client shall notify Provider of any dispute regarding an invoice within [Number] calendar days of receipt. Failure to dispute within this period constitutes acceptance of the invoice.

5. Expenses 5.1. Client shall reimburse Provider for reasonable and approved out-of-pocket expenses incurred by Provider in connection with performing the Services. Such expenses may include, but are not limited to, travel, lodging, meals, materials, and third-party vendor costs. 5.2. All reimbursable expenses exceeding [Amount] Dollars (US$[Amount]) must be pre-approved by Client in writing. 5.3. Provider shall provide Client with itemized receipts or other satisfactory documentation for all reimbursable expenses.

6. Term and Termination 6.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of all Services under all SOWs, or until terminated earlier as provided herein. 6.2. Either Party may terminate this Agreement for convenience upon [Number] calendar days' prior written notice to the other Party. 6.3. Either Party may terminate this Agreement immediately upon written notice if the other Party: a. Materially breaches any provision of this Agreement and fails to cure such breach within [Number] calendar days after receiving written notice thereof; b. Becomes insolvent or files for bankruptcy, or has a receiver appointed over its assets. 6.4. Upon termination of this Agreement for any reason: a. Client shall promptly pay Provider for all Services performed and expenses incurred up to the effective date of termination. b. Provider shall, upon receipt of all outstanding payments, deliver to Client all work product completed or in progress for which Client has paid. c. Any unused portion of the Retainer Fee, after deducting all outstanding Fees and Expenses, shall be refunded to Client within [Number] calendar days. d. Clauses 7, 8, 9, 10, 11, 13, 14, 15, 17, 18, and 20 shall survive the termination of this Agreement.

7. Confidentiality 7.1. Each Party agrees to maintain the confidentiality of all Confidential Information of the other Party. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party. 7.2. Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure by the disclosing Party; (c) is lawfully obtained by the receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information. 7.3. Each Party shall use the same degree of care to protect the other Party's Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. 7.4. Either Party may disclose Confidential Information if required by law, court order, or governmental regulation, provided that the disclosing Party provides prior written notice to the other Party, where legally permissible, to allow the other Party to seek a protective order or other appropriate remedy.

8. Intellectual Property 8.1. All intellectual property rights, including copyrights, patents, trade secrets, and trademarks, in all materials, documentation, and deliverables specifically created by Provider for Client during the performance of the Services under an SOW ("Work Product") shall, upon full payment of the Fees, become the sole property of Client. Provider hereby assigns all such rights in the Work Product to Client. 8.2. Notwithstanding Clause 8.1, Provider shall retain all intellectual property rights in its underlying methodologies, tools, software, templates, general know-how, and pre-existing materials ("Provider IP") used in performing the Services. Provider grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use Provider IP solely to the extent necessary for Client's internal use and enjoyment of the Work Product.

9. Representations and Warranties 9.1. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. 9.2. Provider represents and warrants that: a. The Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. b. It has the necessary skills, experience, and resources to perform the Services. c. The Services will be performed in compliance with all applicable laws and regulations. 9.3. Client represents and warrants that: a. It will provide all necessary information, access, and cooperation required by Provider to perform the Services. b. All information provided to Provider will be accurate and complete to the best of Client's knowledge.

10. Indemnification 10.1. Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; (c) any third-party claim that Client's data or materials infringe or misappropriate any third party's intellectual property rights. 10.2. Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Provider's breach of this Agreement; (b) Provider's negligence or willful misconduct; (c) any third-party claim that the Work Product created by Provider for Client infringes or misappropriates any third party's intellectual property rights (excluding any claim based on Client's materials or instructions). 10.3. The indemnifying Party's obligations are conditioned upon the indemnified Party: (a) promptly notifying the indemnifying Party in writing of any claim; (b) granting the indemnifying Party sole control over the defense and settlement of the claim; and (c) providing reasonable cooperation to the indemnifying Party.

11. Limitation of Liability 11.1. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2. THE TOTAL AGGREGATE LIABILITY OF PROVIDER TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Independent Contractor Provider shall perform the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the Parties. Provider shall be solely responsible for all taxes, withholdings, and other obligations related to its personnel.

13. Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of [State, USA], without regard to its conflict of laws principles.

14. Dispute Resolution 14.1. The Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. 14.2. If negotiations are unsuccessful, the Parties agree to engage in non-binding mediation conducted by a mutually agreed-upon mediator in [City, State, USA] before resorting to litigation. 14.3. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County/City], [State, USA]. The Parties hereby consent to the personal jurisdiction of such courts.

15. Entire Agreement This Agreement, together with any SOWs or Exhibits incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

16. Amendments No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

17. Notices All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) upon the first business day after sending by nationally recognized overnight courier; (c) upon the fifth business day after mailing by certified or registered mail, return receipt requested, postage prepaid; or (d) upon confirmed email transmission (with a copy sent by one of the other methods), to the addresses set forth above or to such other address as either Party may designate by written notice to the other Party.

18. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original intent of the Parties.

19. Force Majeure Neither Party shall be liable for any delay or failure to perform its obligations hereunder (except for payment obligations) due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Professional Services Retainer Agreement as of the Effective Date.

FOR CLIENT:

[Client Legal Name]

By: _______________________________ Printed Name: [Printed Name] Title: [Title] Date: [Date]

FOR SERVICE PROVIDER:

[Service Provider Legal Name]

By: _______________________________ Printed Name: [Printed Name] Title: [Title] Date: [Date]

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EXHIBIT A: STATEMENT OF WORK (SOW)

(To be attached and incorporated by reference)

• Project Title: [Project Title]
• Services Description: [Detailed description of services, tasks, and deliverables]
• Key Deliverables:
  • [Deliverable 1]
  • [Deliverable 2]
• Timeline: [Start Date] to [End Date] / [Milestone Schedule]
• Fees Structure: [e.g., Hourly rate of $[Rate]/hour; Fixed fee of $[Amount]; Project-based fee of $[Amount] per milestone]
• Payment Schedule: [e.g., 50% upfront, 50% upon completion; monthly installments]
• Client Responsibilities: [e.g., provide access to systems, timely feedback]
• Assumptions: [e.g., Client data will be provided in X format]

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize:

   • Thoroughly Read: Ensure complete understanding of all clauses.
   • Consult Legal Counsel: Have this document reviewed by a qualified attorney in your jurisdiction to ensure it meets your specific legal and business needs and complies with local laws. This template is a starting point, not a final legal document.
   • Fill All Blanks: Systematically complete every [Placeholder Text] field with accurate and specific information relevant to your engagement. Pay particular attention to dates, names, addresses, amounts, thresholds, and notice periods.

2. Define Services (Exhibit A/SOW):

   • Create Exhibit A: Develop a detailed "Statement of Work" (SOW) or Exhibit A that precisely outlines the specific services, deliverables, timelines, and payment schedule for the actual engagement. This is critical as the main agreement provides the legal framework, but the SOW defines the actual work.
   • Attach: Ensure the completed Exhibit A/SOW is physically or digitally attached to this Agreement.

3. Signature Process:

   • Print Copies: Print two (2) identical original copies of the complete Agreement (including all filled blanks and the attached Exhibit A/SOW).
   • Signatures: Both the Client and the Service Provider (or their duly authorized representatives) must sign and date both original copies in the designated signature blocks. Ensure printed names and titles are legible.
   • Electronic Signatures: If using electronic signatures (e.g., via DocuSign, Adobe Sign), ensure the platform complies with applicable e-signature laws (e.g., ESIGN Act in the USA). Confirm that both parties receive a legally valid electronic copy.

4. Distribution and Filing:

   • Exchange Originals: Each Party should retain one (1) fully executed original copy of the Agreement.
   • Internal Filing: File the executed Agreement in a secure, accessible location within your organization's legal or contracts management system. Consider both physical and digital copies.
   • Reference Document Control: Note the Effective Date and Version number for future reference and version control.

5. Ongoing Management and Enforcement:

   • Monitor Terms: Regularly review the Agreement for key dates, payment schedules, retainer replenishment thresholds, and termination clauses.
   • Communication: Use the specified "Notices" clause (Clause 17) for all formal communications related to the Agreement.
   • Dispute Resolution: In case of a dispute, follow the "Dispute Resolution" process outlined in Clause 14.
   • Amendments: Any changes to the Agreement must be made in writing and signed by both Parties, as per Clause 16. Do not rely on verbal agreements.

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