Retainer Agreement Contract
Jim Clark Co
Free Template
Retainer Agreement Template
Updated October 30, 2025
A retainer agreement outlines an ongoing service arrangement in which a client pays a set fee to reserve a professional’s time or expertise for a defined period. It includes key terms such as services provided, payment structure, and responsibilities for both parties.
What is a Retainer Agreement?
A retainer agreement commonly describes how services will be delivered over time, how payments are structured, and what general responsibilities each party has. A retainer fee is usually paid upfront to secure continued access to the provider’s time or expertise. It may be applied toward future services, held as a balance, or used to guarantee availability for a set period. Retainers are often used by professionals such as consultants, freelancers, and agencies to maintain consistent service availability and predictable scheduling.
Types of Retainer Agreements
There are several common types of retainer agreements, such as:
- Pay-for-work: Similar to buying a service package in advance. Clients prepay a retainer fee, which is deducted as the service provider’s time is used. Ideal for ongoing or variable service needs.
- Pay-for-access: The client pays to reserve the provider’s priority access and expertise, even if they don’t use every available hour. Ideal for professionals offering consulting or advisory services that require rapid response.
- Project-based: Common among freelancers, this involves paying a set fee upfront to cover a specific project within an agreed scope and timeline. Ideal for freelancers or agencies delivering structured, milestone-driven work.
What Should Be Included in a Retainer Agreement?
Typical retainer agreements often include key terms such as:
- Client and service provider information: Names, addresses and contact details
- Services provided: Description of work to be performed and the applicable retainer type
- Terms of the agreement: Outlining start and end dates, or renewal conditions
- Consideration and payment: Description of fee structure (hourly or flat), invoicing method, and expense policies
- Confidentiality/Non-Disclosure: Protecting sensitive or proprietary information shared between the parties
- Intellectual property: Clarifying who will own work products or deliverables created under the agreement
A Summary of Retainer Agreements
A retainer agreement outlines an ongoing working relationship between a client and a service provider, such as consultants, freelancers, and agencies. It typically defines the services to be performed, payment structure, and general terms for availability and duration. The retainer fee, often paid in advance, secures access to the provider’s time, skills, or expertise and may be applied toward future work or maintained as a balance. Different types of retainer agreements exist, such as pay-for-work, pay-for-access, and project-based models, each suited to different service needs. Retainer agreements are widely used by service providers to organize ongoing work and maintain reliable access to professional services.
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Retainer Agreement Contract
AgreementThis Retainer Agreement ("Agreement") is made and entered into on , by and between (Legal Name) "Service Provider", and (Legal Name), "Client". The Service Provider and the Client may collectively be referred to as the "Parties."
1. Engagement and Term
The Client retains the Service Provider to perform the services described herein beginning on and ending on , unless terminated earlier under the terms of this Agreement. This Agreement shall not automatically renew, unless agreed in writing.
2. Scope of Services
The Service Provider shall perform the following professional services:
.
These services shall be provided independently and in accordance with the highest industry standards. The Service Provider is not obligated to perform tasks outside the agreed-upon scope without a separate written agreement.
3. Professional Fees and Expenses
- Retainer Amount: $
- Payment Schedule:
- Due Date(s):
Payment is due as scheduled regardless of the Client’s use of services during the term. Failure to remit payment on time may result in the suspension of services and potential termination of this Agreement.
Any reimbursable expenses (e.g., travel, materials, third-party tools) shall be approved in writing by the Client and documented with itemized receipts. The following party shall be responsible:
4. Independent Contractor Status
The Service Provider is engaged as an independent contractor and not as an employee, agent, or partner of the Client. The Service Provider shall be solely responsible for all taxes, withholdings, insurance, and compliance with applicable laws.
5. Confidentiality and Non-Disclosure
The Service Provider agrees not to disclose, use, or exploit any confidential or proprietary information received during the course of this engagement for any purpose other than performing services under this Agreement. This obligation shall survive the termination of this Agreement.
6. Changes and Amendments
No changes to this Agreement shall be valid unless made in writing and signed by both Parties. Requests to modify the scope, pricing, or schedule must be submitted in writing and are subject to mutual approval.
7. Termination
This Agreement may be terminated by either Party with days’ written notice. Upon termination:
- The Client shall pay for all work performed and approved expenses incurred up to the termination date.
- Any unearned portion of the retainer may be refunded at the discretion of the Service Provider.
Termination for material breach may be immediate if the breach is not cured within five (5) business days of written notice.
8. Dispute Resolution
Any disputes arising under or relating to this Agreement shall be resolved by:
Mediation
Arbitration
Litigation in the courts of
Both Parties agree to act in good faith to resolve disputes and shall bear their own legal fees unless otherwise determined.
9. Entire Agreement
This Agreement constitutes the full and complete understanding between the Parties and supersedes any prior agreements or understandings, written or oral. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain valid and in effect.
Participants-
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Service ProviderJim Clark3445 Ravenwood DrCollege Park, GA 30349(404) 763-3294
Signatures-
Click to signJohn Doe
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Click to signJim Clark
