RETAINER AGREEMENT (FOR SERVICES)
THIS AGREEMENT is made on [Date],
BETWEEN:
[Service Provider Name], of [Service Provider Address] ("Service Provider")
AND
[Client Name], of [Client Address] ("Client").
WHEREAS
- The Client wishes to engage the Service Provider to provide certain services on an ongoing basis; and
- The Service Provider agrees to provide such services in exchange for a retainer fee, as set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
1.1 "Services" means the services described in Schedule A attached to this Agreement or as otherwise agreed in writing by the parties.
1.2 "Retainer Fee" means the recurring payment made by the Client to the Service Provider as set out in Clause 4.
2. TERM
2.1 This Agreement shall commence on [Start Date] ("Effective Date") and continue until [End Date/Termination Event], unless terminated earlier in accordance with this Agreement.
3. SCOPE OF SERVICES
3.1 The Service Provider agrees to perform the Services for the Client as described in Schedule A.
3.2 Any additional services outside the scope of Schedule A must be agreed upon in writing and may be subject to additional fees.
4. RETAINER FEE AND PAYMENT TERMS
4.1 The Client shall pay the Service Provider a retainer fee of [Retainer Amount and Currency] per [Month/Quarter/Other Period].
4.2 The retainer fee shall be payable in advance on or before the [Due Date] of each [Month/Quarter/Other Period].
4.3 Additional fees for services not covered by the retainer, if any, shall be invoiced separately and payable within [Number] days of the invoice date.
4.4 Late payments may incur interest at a rate of [Interest Rate]% per month (or the maximum permitted by law, if less).
5. OBLIGATIONS OF THE PARTIES
5.1 The Service Provider shall:
- Perform the Services in a professional and timely manner;
- Use reasonable skill and care in providing the Services;
- Communicate regularly with the Client regarding the progress of the Services.
5.2 The Client shall:
- Provide all necessary information and cooperation required for the Service Provider to perform the Services;
- Make timely payments as set forth in this Agreement.
6. CONFIDENTIALITY
6.1 Each party shall keep confidential all information obtained from the other party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law.
7. INTELLECTUAL PROPERTY
7.1 Unless otherwise agreed in writing, all intellectual property created by the Service Provider in the course of providing the Services shall belong to [Specify: Service Provider/Client].
8. TERMINATION
8.1 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
8.2 Either party may terminate this Agreement immediately by written notice if the other party breaches any material term of this Agreement and fails to remedy the breach within [Cure Period Days] days after receiving written notice of the breach.
8.3 Upon termination, the Client shall pay the Service Provider for all Services performed up to the date of termination.
9. LIMITATION OF LIABILITY
9.1 To the fullest extent permitted by law, the Service Provider’s liability under this Agreement shall be limited to the total retainer fees paid by the Client in the [12] months preceding the claim.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
11. NOTICES
11.1 Any notice required under this Agreement shall be in writing and shall be delivered by hand, email, or by registered mail to the addresses set out above (or such other address as either party may notify the other in writing).
12. ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.
12.2 Any amendment to this Agreement must be in writing and signed by both parties.
13. SEVERABILITY
13.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. ASSIGNMENT
14.1 Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
15. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SCHEDULE A: DESCRIPTION OF SERVICES
[Insert detailed description of services to be provided]
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Service Provider:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Client:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
