Retainer Agreement Template

PROFESSIONAL SERVICES RETAINER AGREEMENT

DOCUMENT CONTROL

• Effective Date: [Effective Date, e.g., October 1, 2023]
• Document Version: 3.4
• Jurisdiction / Governing Scope: State of [State], United States

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OFFICIAL NOTICE & LEGAL DISCLAIMER

LEGAL NOTICE: This Retainer Agreement template is provided for informational and structural purposes only and does not constitute formal legal counsel. Retainer arrangements vary substantially based on jurisdiction, industry regulations, and specific scope of services. Parties should consult with qualified local legal counsel to ensure compliance with applicable federal, state, and local laws prior to execution.

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1. PARTIES & DEFINITIONS

This Professional Services Retainer Agreement ("Agreement") is entered into and made effective as of [Date] ("Effective Date"), by and between:

• Client: [Client Legal Name], a [State of Incorporation/Organization, e.g., Delaware Corporation], with its principal place of business located at [Client Street Address, City, State, Zip] ("Client"), and
• Service Provider: [Provider Legal Name], a [State of Incorporation/Organization or Sole Proprietorship], with its principal place of business located at [Provider Street Address, City, State, Zip] ("Provider").

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

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2. SCOPE OF RETAINED SERVICES

2.1. Services: Provider agrees to perform the professional services outlined in Exhibit A (Statement of Work) attached hereto and incorporated herein by reference (the "Services").

2.2. Standard of Performance: Provider shall perform the Services in a professional, workmanlike manner, in accordance with industry standards and exercising reasonable care, skill, and diligence.

2.3. Exclusions: Any services outside the scope defined in Exhibit A shall require a written Change Order signed by authorized representatives of both Parties, detailing any adjustments to fees and timelines.

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3. TERM & TERMINATION

3.1. Initial Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Number, e.g., 12] months, expiring on [Expiration Date] (the "Initial Term"), unless earlier terminated in accordance with this Section 3.

3.2. Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of [Renewal Period, e.g., one (1)] year (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least [Number, e.g., 30] days prior to the expiration of the then-current term.

3.3. Termination for Convenience: Either Party may terminate this Agreement for any reason, or no reason, by providing [Number, e.g., 30] days prior written notice to the other Party.

3.4. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such material breach within [Number, e.g., 10] business days after receipt of written notice detailing the breach.

3.5. Effect of Termination: Upon termination, Client shall pay Provider for all Services rendered and approved expenses incurred up to the effective date of termination. Prepaid, unearned retainer fees for unperformed services shall be refunded to Client within [Number, e.g., 14] days of termination, subject to any offset for work completed.

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4. COMPENSATION, RETAINER & PAYMENT TERMS

4.1. Retainer Fee: In consideration for the availability of Provider and the Services rendered, Client shall pay Provider a non-refundable/refundable (select one) monthly retainer fee of [$Amount] USD (the "Retainer Fee"), due on or before the [Day of Month, e.g., 1st] day of each calendar month.

4.2. Billing & Invoicing: Provider shall submit an invoice to Client on or before the [Day of Month] of each billing cycle. Invoices shall be paid by Client within [Number, e.g., Net 30] days of receipt.

4.3. Late Payments: Unpaid balances shall accrue interest at the rate of [Percentage, e.g., 1.5%] per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Provider reserves the right to suspend Services if any invoice remains unpaid past [Number, e.g., 15] days post-due date.

4.4. Expenses: Client shall reimburse Provider for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, subject to submission of valid receipts and documentation.

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5. INDEPENDENT CONTRACTOR STATUS

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider shall retain sole control over the manner, means, and methods by which the Services are performed. Provider is solely responsible for all taxes, withholdings, insurance, and statutory benefits related to its personnel.

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6. INTELLECTUAL PROPERTY RIGHTS

6.1. Client IP: Client retains all right, title, and interest in and to all pre-existing Client intellectual property, trademarks, data, and proprietary materials provided to Provider under this Agreement.

6.2. Work Product: Upon full payment of all applicable fees, all deliverables, custom documentation, reports, and work product specifically created by Provider for Client under this Agreement ("Work Product") shall be deemed "work made for hire" and shall become the exclusive property of Client. To the extent any Work Product does not qualify as a work made for hire, Provider hereby assigns to Client all right, title, and interest worldwide in and to such Work Product.

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7. CONFIDENTIALITY

7.1. Definition: "Confidential Information" means any proprietary information, technical data, trade secrets, or know-how disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or reasonably understood to be confidential.

7.2. Obligations: Receiving Party agrees to protect Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential information (but not less than reasonable care), and shall not disclose such Confidential Information to any third party except to its employees, agents, or contractors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein.

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8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1. Limitation of Liability: EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL RETAINER FEES ACTUALLY PAID BY CLIENT TO PROVIDER IN THE [Number, e.g., 12] MONTHS PRECEDING THE CLAIM.

8.2. Indemnification: Each Party agrees to defend, indemnify, and hold harmless the other Party, its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, or costs (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

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9. GOVERNING LAW & DISPUTE RESOLUTION

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

9.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation or breach, shall be settled by binding arbitration administered by the [Arbitration Body, e.g., American Arbitration Association] in accordance with its commercial arbitration rules. The place of arbitration shall be [City, State], and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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10. MISCELLANEOUS PROVISIONS

10.1. Entire Agreement: This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior oral or written negotiations, commitments, and understandings.

10.2. Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless executed in writing by authorized representatives of both Parties.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

10.4. Force Majeure: Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including acts of God, war, strikes, pandemics, utility failures, or governmental restrictions.

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11. EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused this Professional Services Retainer Agreement to be duly executed by their respective authorized officers as of the Effective Date written above.

CLIENT: [Client Legal Name]

• Signature: ____________________________________________________
• Printed Name: [Authorized Signatory Name]
• Title: [Title, e.g., Chief Executive Officer]
• Date: [Date]

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SERVICE PROVIDER: [Provider Legal Name]

• Signature: ____________________________________________________
• Printed Name: [Provider Representative Name]
• Title: [Title, e.g., Managing Director]
• Date: [Date]

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EXHIBIT A: STATEMENT OF WORK (SOW)

Attached to and made part of the Retainer Agreement dated [Effective Date] between [Client Legal Name] and [Provider Legal Name].

1. Detailed Description of Services:

   • [Detail core service 1, e.g., Ongoing strategic advisory and weekly consultations]
   • [Detail core service 2, e.g., Delivery of monthly analytical compliance reports]
   • [Detail core service 3, e.g., Priority incident response within 4 hours]

2. Deliverables and Schedule:

   • [Deliverable 1 Description] — Due: [Frequency/Date]
   • [Deliverable 2 Description] — Due: [Frequency/Date]

3. Performance Metrics / Service Level Agreements (SLAs):

   • [Define specific benchmarks or KPIs for retainer performance, if applicable]

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize: Carefully review all bracketed fields (e.g., [Client Legal Name], [Amount]) and modify the text to match the commercial realities of your business arrangement. Ensure local state laws match the jurisdiction clause in Section 9.1.
2. Attach the SOW: Finalize Exhibit A with explicit deliverables, response times, and milestones so both parties have clear operational expectations.
3. Execution: Have authorized corporate officers sign and date the Execution Block (Section 11). Digital signature platforms (e.g., DocuSign, Adobe Sign) are legally binding under the ESIGN Act and UETA.
4. Filing and Archiving: Store executed copies in a secure corporate contracts repository with calendar alerts set for the agreement renewal/review date (Section 3.2) and monthly invoice cycles (Section 4.2).