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Retainer Services Agreement Template
Set clear monthly retainer services, billing rules, and expectations with this Retainer Services Agreement Template.
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Retainer Services Agreement Template
This Retainer Services Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Service Provider: [Provider Legal Name], with an address at [Address] (“Provider”).
Client: [Client Legal Name], with an address at [Address] (“Client”).
Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. Services and Scope
1.1 Services. Provider will provide the following ongoing services (“Services”):
[Service 1]
[Service 2]
[Service 3]
1.2 Out of Scope. The following are excluded unless agreed in writing: [List exclusions].
1.3 Service Requests. Client will request Services via: ☐ Email ☐ Ticketing system ☐ Project tool ☐ Other: [Method].
1.4 Priority and Scheduling. Provider will prioritize requests based on: [Priority rules].
2. Term and Retainer
2.1 Term. This Agreement begins on the Effective Date and continues on a month-to-month basis unless terminated under Section 10 (or until [End Date]).
2.2 Monthly Retainer Fee. Client will pay $[Amount] per month (the “Retainer”).
2.3 What the Retainer Covers. The Retainer covers:
☐ Up to [] hours per month
☐ Up to [] deliverables per month: [Define deliverables]
☐ Availability/priority access only (no included hours)
2.4 Unused Time (Choose One).
☐ Unused hours do not roll over
☐ Unused hours roll over for [] days (cap: [] hours)
☐ Unused hours convert to: [Credit/Deliverables]
2.5 Overages. Work beyond the included limit is billed at $[Rate]/hour (or $[__] per deliverable), unless approved otherwise.
3. Fees, Billing, and Payment
3.1 Billing Cycle. Retainer is billed: ☐ In advance ☐ In arrears on [Date].
3.2 Payment Due. Payment is due within [] days of invoice.
3.3 Late Fees (Optional). Late payments may incur: ☐ Interest []% per month ☐ Late fee $[], if permitted by law.
3.4 Expenses (Optional). Reimbursable expenses: ☐ None ☐ Allowed with pre-approval over $[].
3.5 Taxes. Client is responsible for applicable taxes unless stated otherwise.
4. Service Levels and Response Times
4.1 Business Hours. Provider’s business hours: [Hours/Time zone].
4.2 Response Time Targets. Provider will respond within:
High priority: [__] hours
Medium priority: [__] hours
Low priority: [__] business days
4.3 Delivery Time Estimates. Delivery timelines depend on scope and queue; Provider will provide estimates for larger tasks.
4.4 Emergency Support (Optional). Emergency support is: ☐ Included ☐ Available at $[Rate]/hour ☐ Not available.
5. Client Responsibilities
5.1 Inputs and Approvals. Client will provide timely access, information, and approvals needed to deliver Services.
5.2 Single Point of Contact (Optional). Client designates: [Name/Role].
5.3 Delays. Delays caused by Client may extend delivery timelines.
6. Intellectual Property
6.1 Pre-Existing Materials. Each Party retains its pre-existing IP.
6.2 Work Product Ownership. Work product ownership/licensing is: ☐ Assigned to Client upon payment ☐ Licensed to Client ☐ Governed by a separate agreement: [Reference].
6.3 Portfolio Use (Optional). Provider may display non-confidential work in its portfolio: ☐ Yes ☐ No.
7. Confidentiality
7.1 Confidential Information. Each Party will protect the other’s confidential information and use it only to perform under this Agreement.
7.2 Exclusions. Public information and independently developed information are not confidential.
7.3 Required Disclosure. Disclosure is allowed if required by law with notice when permitted.
8. Warranties and Disclaimers
8.1 Standard of Care. Provider will perform Services in a professional and workmanlike manner.
8.2 No Guarantees. Provider does not guarantee specific business results.
8.3 Third-Party Tools. Provider is not responsible for third-party platform outages or changes.
9. Limitation of Liability
9.1 Limitation. To the extent permitted by law, Provider’s total liability is limited to the amount of fees paid in the [__] months before the claim.
9.2 No Consequential Damages. No Party is liable for indirect or consequential damages, to the extent permitted.
10. Termination
10.1 Termination for Convenience. Either Party may terminate with [] days’ written notice.
10.2 Termination for Cause. Either Party may terminate for material breach not cured within [] days after notice.
10.3 Effect of Termination. Client remains responsible for fees owed through the termination date and any approved overages.
11. Miscellaneous
11.1 Independent Contractors. The Parties are independent contractors.
11.2 Governing Law. This Agreement is governed by the laws of [State/Country].
11.3 Notices. Notices must be delivered to the addresses above.
11.4 Entire Agreement. This Agreement is the entire agreement about the Services and Retainer.
11.5 Amendments. Amendments must be in writing and signed by both Parties.
11.6 Electronic Signatures. Electronic signatures are effective.
Signatures
By signing below, the Parties agree to this Retainer Services Agreement as of the Effective Date.
Service Provider: [Provider Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Client: [Client Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
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Retainer Services Agreement Template
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
RETAINER SERVICES AGREEMENT TEMPLATE FAQ
What is a retainer services agreement?
A Retainer Services Agreement is a contract where a client pays a recurring fee (a “retainer”) for ongoing services. It explains what services are included, how many hours or deliverables are covered, how overages are billed, and how scheduling and response times work.
When should you use a retainer agreement?
Use it when you provide recurring services — like consulting, marketing, design, development, IT support, operations support, or fractional leadership. A written retainer agreement helps prevent scope confusion and sets expectations for availability and turnaround times.
Is a retainer fee refundable?
It depends on how the retainer is structured. Some retainers are “earned upon receipt” for availability (often non-refundable), while others are applied against hourly work and may be refundable if not earned. This template includes options, but local laws and professional rules can affect what’s allowed.
How do you handle work outside the retainer scope?
Most agreements include an overage rate, a change request process, or a separate statement of work. This template includes optional overage terms and a simple approval rule for work beyond the monthly limit.
What should the agreement include to avoid misunderstandings?
Clearly define the included services, what is excluded, the monthly hours or deliverables, response times, communication channels, billing cycle, termination notice, and ownership of work product. Keeping these items explicit reduces conflict.
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