Retainer Agreement Template
A retainer agreement for ongoing services, covering scope, monthly invoicing, payment terms, confidentiality, and termination.
What this template includes
- ✓Scope of engagement and services
- ✓Monthly invoicing and payment terms
- ✓Term, termination, and outstanding balances
- ✓Intellectual property and confidentiality
- ✓Dispute resolution, e-signatures, and signatures
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RETAINER AGREEMENT
This Retainer Agreement (the "Agreement") is dated (the "Effective Date") and made between , located at (the "Service Provider"), and , located at (the "Client"). It sets out the terms by which the Client engages the services of the Service Provider.
In consideration of the mutual obligations in this Agreement, the Parties agree as follows:
1. SCOPE OF ENGAGEMENT
The Client retains the Service Provider, and the Service Provider agrees to perform the following services (the "Services"): . Any service outside this scope will require a separate agreement between the Parties. The Service Provider is entitled to reimbursement of pre-approved expenses incurred in performing the Services; any expense not pre-approved by the Client must be supported by receipts and approved before reimbursement.
2. COMPENSATION
(a) The Service Provider will invoice the Client on the day of each month for all Services performed and any pre-approved expenses.
(b) Payment is due within days of the invoice date. A late charge of $ per month will be added to any invoice not paid on time.
(c) The Client is solely responsible for payment of all fees and expenses.
(d) Payment is made to the Service Provider by credit card, money order, check, or another approved method, at the address the Service Provider designates.
3. TERM AND TERMINATION
This Agreement is effective on the Effective Date and continues until terminated by either Party on business days' written notice. The Service Provider may terminate immediately if the Client fails to pay for the Services or breaches any other material term. The Client will pay any outstanding balance within days of termination.
4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
(a) All work product created by the Service Provider in connection with the Services is the exclusive property of the Service Provider, which retains all intellectual property rights in its own confidential information, unless the Parties agree otherwise in writing.
(b) In performing the Services, the Service Provider may have access to the Client's confidential and protected information. The Service Provider will not share or disclose that information without the Client's written permission, except as required by law.
(c) The Service Provider's obligation of confidentiality survives termination of this Agreement and continues indefinitely.
5. NO EXCLUSIVITY AND RELATIONSHIP OF THE PARTIES
This Agreement is not exclusive, and each Party is free to enter into similar agreements with others. The Service Provider is an independent contractor and is not an employee, agent, partner, or representative of the Client.
6. DISPUTE RESOLUTION AND LEGAL FEES
The Parties will first try to resolve any dispute through good-faith negotiation. If that fails, either Party may initiate mediation or binding arbitration in the State of . If litigation becomes necessary, it will be brought in a court of competent jurisdiction in the State of . The prevailing Party is entitled to recover its reasonable legal fees and costs, including attorney's fees.
7. ELECTRONIC SIGNATURES AND COUNTERPARTS
This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.
8. GENERAL PROVISIONS
(a) Governing Law. This Agreement is governed by the laws of the State of , without regard to its conflict-of-law principles. This Agreement is binding on the Parties' successors and permitted assigns.
(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.
(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.
(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.
(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.
(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.
(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.
IN WITNESS WHEREOF, the Parties have executed this Retainer Agreement as of the Effective Date.
Date:
Service Provider
Name:
Signature: ______________________
Client
Name:
Signature: ______________________
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Sign It Free with SignovaXWhat is a retainer agreement?
A retainer agreement is a contract in which a client engages a service provider on an ongoing basis — often paying a recurring monthly fee — to keep their services available. It sets out what the provider will do, how and when they are paid, and how either side can end the arrangement.
Retainers are common for freelancers, consultants, agencies, lawyers, and accountants who work with clients over time rather than on a single one-off project.
How retainers usually work
There are two common styles. A pay-for-access retainer secures the provider's availability and priority for a set fee, whether or not the full time is used. A pay-for-work retainer bills for the time or work actually performed each month, usually against a pre-agreed scope.
This template uses monthly invoicing for the services performed, with an agreed scope and pre-approved expenses — a structure that fits most freelance and consulting relationships.
What a retainer agreement should cover
A solid retainer agreement defines the scope of services, the fee and how it is invoiced and paid, the term and how to terminate, and what happens to work product and confidential information. It should also make clear that the provider is an independent contractor, not an employee, and how disputes are resolved.
Fill in the parties, the services, and the payment terms, then download your agreement.
How to fill in and sign this agreement
Fill in the placeholders in the form above and download the agreement as a PDF or editable Word file for free — no account needed.
To sign, upload the PDF to SignovaX and send it to the other party. Both sides sign online without an account, and you receive a signed copy with a full audit trail and a SHA-256 integrity hash.
Frequently asked questions
What is a retainer fee?
A retainer fee is the amount a client pays to engage a service provider on an ongoing basis. Depending on the arrangement, it can secure the provider's availability or pay for the work performed each period.
How is a retainer different from a one-off contract?
A one-off contract covers a single project with a defined end. A retainer sets up a continuing relationship, usually billed monthly, that lasts until either party ends it on notice.
Does a retainer make the provider an employee?
No. Under this template the service provider is an independent contractor, not an employee, agent, partner, or representative of the client, and is free to work with other clients.
Is a retainer agreement legally binding?
Yes. Once signed by both parties it is an enforceable contract. Electronic signatures are valid under laws such as the U.S. ESIGN Act and the EU's eIDAS regulation.
Is this retainer agreement template free?
Yes. Fill it in and download it as a PDF or Word document for free. A SignovaX account is only needed to send it for electronic signature.
Disclaimer: This template is provided for general informational purposes only and is not legal advice. Laws vary by location. For important agreements, consider having a qualified lawyer review your contract before signing.