[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-retainer-agreement-D12703":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":24,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":174,"customdescription":24,"mdFm":175,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"RETAINER AGREEMENT This Retainer Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME] (the \"Consultant\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Consultant has a background in [SPECIFY] and is willing to provide services to Client based on this background. Client remains responsible for all of their decisions. WHEREAS, Client desires to have services provided by Consultant. THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: DESCRIPTION OF SERVICES Beginning on [DATE], Consultant will provide the following services (collectively, the \"Services\"): Assist Client as they seek to accomplish any of the following: [DESCRIBE THE SERVICES PROVIDED] Additional services such as: [SPECIFY] are also available. services to be performed The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement. RELATIONSHIP OF PARTIES It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant. retainer The Client shall pay to the Consultant a non-refundable retainer fee of $[SPECIFY] where after the Consultant shall reserve its services to the Client for a period of [NUMBER] days (\"Retainer Period\") from date of execution of this agreement and payment of the retainer fee, whichever occurs last. This agreement shall automatically terminate upon completion of the Retainer Period. The Client may terminate this contract at any time during the Retainer Period, with or without cause. In the event of such termination, the Client shall immediately pay the Consultant all sums of money with respect to fees and expenses of the Consultant, up to the date of termination. This agreement only reserves the Consultant's availability for employment by the Client and shall in no way prevent the Consultant from performing work for other clients during the Retainer Period. The Consultant shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any party that has an adverse interest in the matter for which Client has retained the Consultant. The Consultant hereby warrants that there is no conflict of interest between the Consultant's other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Consultant shall promptly advise Client if a conflict of interest arises in the future. expenses The Consultant is: Responsible for all expenses. The Consultant shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Consultant including out-of-pocket expenses. OR Reimbursed for only the following expenses: [SPECIFY]. Client agrees to pay the Consultant within [SPECIFY]. days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense. OR Not required to pay or be responsible for any expense in connection with the Services provided. client's Obligations The customer commits: ",null,"Retainer Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/retainer-agreement-D12703.png","https://templates.business-in-a-box.com/imgs/250px/12703.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12703.xml",{"title":15,"description":6},"retainer agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Retainer Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12703.png","https://templates.business-in-a-box.com/imgs/600px/12703.png","\u003Ch4>Securing Expertise with a Retainer Agreement\u003C/h4>\n\u003Cp>In the competitive landscape of business, securing reliable professional services and expertise is essential for navigating complex challenges and ensuring continuous growth. A Retainer Agreement is fundamental in establishing a clear and ongoing relationship between a business and its external consultants or service providers. This agreement offers a structured framework that guarantees availability and priority access to professional services in exchange for a regular payment, thus ensuring that a company can efficiently manage change, strategic initiatives, and specialized needs without delay.\u003C/p>\n\u003Cp>A Retainer Agreement serves as a binding commitment, outlining the terms under which specialized services will be provided. It not only details the financial arrangements, such as fees and payment schedules, but also defines the scope of work, the duration of the agreement, and the expectations for both parties. This contract is vital for ensuring that the operational needs of the company are met with precision and professionalism, facilitating a proactive approach to business management and strategy implementation.\u003C/p>\n\u003Ch5>What is a Retainer Agreement Template?\u003C/h5>\n\u003Cp>A Retainer Agreement template provides a foundational document that outlines the key elements of a professional service engagement. This includes provisions on the nature of services provided, the duration of the retainer, compensation details, and terms for modification or termination of the agreement. By starting with a template, companies can ensure that all essential aspects of the service relationship are comprehensively covered while allowing the agreement to be customized to reflect the specific needs and expectations of both the service provider and the client.\u003C/p>\n\u003Ch5>Key Elements of a Retainer Agreement\u003C/h5>\n\u003Cp>An effective Retainer Agreement should comprehensively address:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Services Provided\u003C/strong> - Clearly defines the type and scope of services that the consultant or service provider will deliver.\u003C/li>\n\u003Cli>\u003Cstrong>Payment Terms\u003C/strong> - Details regarding fee structures, payment schedules, and conditions for additional expenses.\u003C/li>\n\u003Cli>\u003Cstrong>Duration of Agreement\u003C/strong> - Specifies the start date and length of the engagement, including renewal terms.\u003C/li>\n\u003Cli>\u003Cstrong>Availability and Response Times\u003C/strong> - Outlines the expected availability of the service provider and agreed-upon response times for services.\u003C/li>\n\u003Cli>\u003Cstrong>Confidentiality and Intellectual Property\u003C/strong> - Establishes guidelines for handling confidential information and ownership of work products.\u003C/li>\n\u003Cli>\u003Cstrong>Termination Conditions\u003C/strong> - Defines the circumstances under which the agreement can be terminated by either party.\u003C/li>\n\u003C/ul>\n\u003Ch5>Related Documents for Drafting an Investment Agreement\u003C/h5>\n\u003Cp>To reinforce the effectiveness of an Investment Agreement, consider incorporating related documents:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/service-level-agreement-D778/\">Service Level Agreement (SLA)\u003C/a>\u003C/strong> - Specifies the performance standards and metrics that the service provider must meet.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/non-disclosure-agreement-nda-D12692/\">Non-Disclosure Agreement (NDA)\u003C/a>\u003C/strong> - Protects sensitive information shared during the course of the engagement.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/work-order-form-D13895/\">Work Order Form\u003C/a>\u003C/strong> - Outlines the specific projects or tasks that the service provider is contracted to complete under the terms of the retainer agreement.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/vendor-evaluation-D108/\">Vendor Evaluation\u003C/a>\u003C/strong> - Used to systematically review and rate the performance and quality of services provided by vendors, ensuring alignment with agreed-upon standards and expectations.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Use Business in a Box to Create a Retainer Agreement?\u003C/h5>\n\u003Cp>Employing Business in a Box to draft your Retainer Agreement offers:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Professionally Designed Templates\u003C/strong> - Ensures your agreement is precise, current, and compliant with relevant laws.\u003C/li>\n\u003Cli>\u003Cstrong>Customizability\u003C/strong> - Enables modifications to tailor the document to the unique needs of the business and the service provider.\u003C/li>\n\u003Cli>\u003Cstrong>Efficiency\u003C/strong> - Accelerates the document preparation process, facilitating prompt finalization and implementation.\u003C/li>\n\u003Cli>\u003Cstrong>Comprehensive Toolkit\u003C/strong> - Provides additional resources supporting a wide range of business needs, from legal documentation to financial management.\u003C/li>\n\u003C/ul>\n\u003Cp>Utilizing Business in a Box for your Retainer Agreement lays out a professional and meticulous foundation for establishing a strategic service relationship. It is an essential document that ensures clear terms and expectations are set, thereby reinforcing the company's capability to manage its external consultants effectively and fostering a proactive approach to acquiring specialized expertise.\u003C/p>\n\u003Cp>Updated in April 2024.\u003C/p>\n",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Services & Consulting","/templates/services-and-consulting/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,116,131,147,162],{"label":37,"url":38,"thumb":39,"extension":10},"Retainer Consulting Agreement","/template/retainer-consulting-agreement-D13388","https://templates.business-in-a-box.com/imgs/250px/13388.png",{"label":41,"url":42,"thumb":43,"extension":10},"Contract on Retaining Legal Counsel","/template/contract-on-retaining-legal-counsel-D5189","https://templates.business-in-a-box.com/imgs/250px/5189.png",{"label":45,"url":46,"thumb":47,"extension":10},"Retainer for Attorney","/template/retainer-for-attorney-D905","https://templates.business-in-a-box.com/imgs/250px/905.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":53,"url":54,"thumb":55,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":57,"url":58,"thumb":59,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":61,"url":62,"thumb":63,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":65,"url":66,"thumb":67,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":69,"url":70,"thumb":71,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":73,"url":74,"thumb":75,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":77,"url":78,"thumb":79,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":81,"url":82,"thumb":83,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":9,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":99,"url":100},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":92,"description":6},"consulting agreement long",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":114,"url":115},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[111],{"label":112,"url":113},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":117,"descriptionCustom":6,"label":118,"pages":87,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":129,"url":130},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[125,128],{"label":126,"url":127},"Software & Technology","software-technology-business",{"label":126,"url":127},"service level agreement","/template/service-level-agreement-D778",{"description":132,"descriptionCustom":6,"label":133,"pages":104,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":146},"ADVISORY BOARD AGREEMENT This Advisory Board Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] AND: [ADVISOR NAME] (the \"Advisor\"), an individual with their principal place of residence/business located at: [COMPLETE ADDRESS] WHEREAS, the Company desires to engage the Advisor to serve as a member of the Company's Advisory Board and to provide strategic advice and counsel to the Company; and WHEREAS, the Advisor agrees to provide such services in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: APPOINTMENT AND TERM Appointment: The Company hereby appoints the Advisor as a member of its Advisory Board, and the Advisor accepts such appointment, subject to the terms of this Agreement. Term of Service: The Advisor's appointment shall be for a term of [NUMBER OF YEARS] years, commencing on [START DATE] and ending on [END DATE], unless terminated earlier in accordance with this Agreement. Upon mutual agreement, the term may be extended or renewed. DUTIES AND RESPONSIBILITIES 2.1 Advisory Services: The Advisor agrees to provide strategic advice, industry insights, and guidance to the Company's management team as a member of the Advisory Board. The Advisor's role is consultative and non-binding and may include the following: Attending and participating in Advisory Board meetings. Offering counsel on business strategies, market trends, and growth opportunities. Providing advice on operational and management issues as requested by the Company. Assisting with the development of partnerships, investments, and other business relationships. 2.2 Time Commitment: The Advisor shall devote a reasonable amount of time to the Company, including attending Advisory Board meetings [NUMBER OF TIMES] per year and being available for consultations as needed. The specific meeting schedule shall be agreed upon in advance. 2.3 No Authority to Act: The Advisor acknowledges that their role is purely advisory, and they have no authority to bind the Company or act on its behalf unless specifically authorized by the Company in writing. COMPENSATION AND EXPENSES 3.1 Compensation: As compensation for serving as a member of the Advisory Board, the Advisor shall receive [DESCRIPTION OF COMPENSATION, e.g., an annual retainer of [AMOUNT], equity in the Company, stock options, or other forms of remuneration]. Specific details regarding equity compensation, if applicable, are outlined in Schedule A attached to this Agreement. 3.2 Reimbursement of Expenses: The Company agrees to reimburse the Advisor for any reasonable and necessary expenses incurred in connection with their role on the Advisory Board, including travel and lodging expenses for attending meetings, provided that such expenses are pre-approved by the Company. CONFIDENTIALITY AND NON-DISCLOSURE 4.1 Confidential Information: The Advisor acknowledges that during their service on the Advisory Board, they may have access to the Company's confidential or proprietary information, including but not limited to business plans, financial data, intellectual property, marketing strategies, and customer information (the \"Confidential Information\"). 4.2 Non-Disclosure: The Advisor agrees to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without the Company's prior written consent. This obligation of confidentiality shall survive the termination or expiration of this Agreement. 4","Advisory Board Agreement","https://templates.business-in-a-box.com/imgs/1000px/advisory-board-agreement-D13898.png","https://templates.business-in-a-box.com/imgs/250px/13898.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13898.xml",{"title":138,"description":6},"advisory board agreement",[140,143],{"label":141,"url":142},"Business Plan Kit","business-plan-kit",{"label":144,"url":145},"Board of Directors","board-of-directors","/template/advisory-board-agreement-D13898",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":9,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":155,"description":6},"non disclosure agreement nda",[157,158],{"label":18,"url":95},{"label":159,"url":160},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":163,"descriptionCustom":6,"label":164,"pages":104,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":173},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":169,"description":6},"service agreement",[171,172],{"label":18,"url":95},{"label":18,"url":95},"/template/service-agreement-D12711",true,{"seo":176,"reviewer":188,"legal_disclaimer":174,"quick_facts":192,"at_a_glance":195,"personas":199,"variants":224,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":501,"classification":502},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Retainer Agreement Template (Free Word)","Free retainer agreement template for law firms, consultants, and agencies. Covers scope, fees, billing, IP, confidentiality, and termination. Free Word and PDF download.","retainer agreement template",[181,182,183,184,185,186,187],"retainer agreement template word","retainer agreement template free","consulting retainer agreement","lawyer retainer agreement template","monthly retainer contract template","retainer contract template","professional services retainer agreement",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":193,"legal_review_recommended":174,"signature_required":174,"notarization_required":194},"medium",false,{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Retainer Agreement is a legally binding contract between a service provider and a client that establishes an ongoing professional relationship in exchange for a recurring fee paid in advance. This free Word download gives you a structured, professional template you can edit online and export as PDF — covering scope of services, retainer fee, billing mechanics, confidentiality, IP ownership, and termination in a single document.\n","Use it whenever a client commits to paying a fixed monthly fee for continued access to your services — whether you are a lawyer, consultant, marketing agency, accountant, or any professional providing recurring work. It is also appropriate when a client needs priority access to your time without commissioning specific deliverables upfront.\n","Parties and engagement details, scope of services, retainer fee and payment schedule, billing and expense policies, unused hours rollover or forfeiture rules, confidentiality obligations, intellectual property assignment, conflict-of-interest provisions, termination and refund conditions, and governing law.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Lawyers and law firms","Securing advance payment and defining availability for ongoing legal matters","persona-lawyer",{"title":205,"use_case":206,"icon_asset_id":207},"Independent consultants","Locking in monthly income while reserving a set number of hours for a client","persona-consultant",{"title":209,"use_case":210,"icon_asset_id":211},"Marketing and PR agencies","Billing clients a fixed monthly fee for campaigns, content, or media coverage","persona-agency",{"title":213,"use_case":214,"icon_asset_id":215},"Accountants and bookkeepers","Formalizing recurring monthly services such as payroll, reporting, or tax planning","persona-accountant",{"title":217,"use_case":218,"icon_asset_id":219},"Freelance designers and developers","Guaranteeing priority access and predictable revenue on long-term client accounts","persona-freelancer",{"title":221,"use_case":222,"icon_asset_id":223},"HR and management consultants","Establishing an ongoing advisory relationship with a corporate client","persona-hr-manager",[225,229,232,236,239,243,247],{"situation":226,"recommended_template":227,"slug":228},"Providing ongoing legal counsel billed against a retained deposit","Legal Retainer Agreement","retainer-agreement-D12703",{"situation":230,"recommended_template":231,"slug":228},"Delivering a defined set of marketing services each month","Marketing Retainer Agreement",{"situation":233,"recommended_template":234,"slug":235},"Engaging a consultant for a fixed-scope, one-time project","Consulting Agreement","consulting-agreement---long-D12543",{"situation":237,"recommended_template":103,"slug":238},"Hiring a freelancer for a defined deliverable without ongoing availability","independent-contractor-agreement-D160",{"situation":240,"recommended_template":241,"slug":242},"Providing IT support or managed services on an ongoing basis","IT Services Agreement","it-service-agreement-D13422",{"situation":244,"recommended_template":245,"slug":246},"Engaging an advisory board member for recurring strategic guidance","Advisory Board Member Agreement","advisory-board-agreement-D13898",{"situation":248,"recommended_template":118,"slug":249},"Formalizing a service relationship with defined SLAs and performance metrics","service-level-agreement-D778",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Retainer Fee","A recurring payment made by the client in advance to reserve the service provider's time or availability for a defined period, typically monthly.",{"term":255,"definition":256},"Evergreen Retainer","A retainer arrangement that automatically renews at the end of each billing period unless either party provides notice to cancel.",{"term":258,"definition":259},"Pure Retainer","A fee paid solely to guarantee the provider's availability — not drawn down against billable hours; the amount is earned upon receipt regardless of work performed.",{"term":261,"definition":262},"Replenishing Retainer","A retainer funded by a lump-sum deposit that is drawn down as work is performed and topped up by the client when the balance falls below a specified threshold.",{"term":264,"definition":265},"Scope of Services","The specific tasks, deliverables, and types of work the provider will perform under the retainer, usually defined in a Schedule attached to the main agreement.",{"term":267,"definition":268},"Hours Bank","A set number of hours included in the monthly retainer fee; hours used beyond the bank are billed at an agreed overage rate.",{"term":270,"definition":271},"Rollover","A contractual provision allowing unused retainer hours from one billing period to carry forward into the next, rather than being forfeited.",{"term":273,"definition":274},"Overage Rate","The hourly or per-unit rate charged for work exceeding the hours or scope included in the retainer fee.",{"term":276,"definition":277},"Conflict of Interest","A situation where the service provider's engagement with one client may impair their ability to act impartially or independently for another — particularly relevant for legal retainers.",{"term":279,"definition":280},"Work Product","Any materials, documents, code, strategies, or other outputs created by the service provider in connection with the engagement.",{"term":282,"definition":283},"Notice Period","The minimum advance notice — typically 30 days — that either party must give before terminating the retainer arrangement.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and engagement description","Identifies the service provider and client as legal entities and gives a one-sentence description of the professional relationship being established.","This Retainer Agreement is entered into as of [DATE] between [SERVICE PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Provider'), and [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'). Provider agrees to perform professional services for Client on a retainer basis as described herein.","Using a trade name or personal name rather than the registered legal entity. If the contract is ever disputed, enforcing it against the correct entity becomes complicated.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Scope of services","Defines what the provider will do during the retainer period — specific service categories, deliverables, and explicitly excluded work.","Provider shall perform the services described in Schedule A ('Services'). Services expressly excluded from this retainer include [EXCLUDED SERVICES]. Any work outside Schedule A requires a written change order signed by both parties.","Describing services so broadly that scope creep becomes inevitable. A vague clause like 'general advisory services' gives the client grounds to demand unlimited work within the retainer fee.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Retainer fee and payment schedule","States the fixed monthly retainer amount, the due date for payment, and the method by which the client must pay.","Client shall pay Provider a monthly retainer fee of $[AMOUNT] USD, due on the [1st / 15th] of each month, payable by [ACH / wire transfer / credit card] to the account specified in Schedule B. The first payment is due on or before [START DATE].","Not specifying that the retainer fee is due in advance. If the agreement is silent on timing, courts may treat it as payment-in-arrears, defeating the purpose of the retainer.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Hours bank, overage, and rollover","Sets the number of hours included in the retainer, the rate for work beyond those hours, and whether unused hours carry forward or are forfeited at month end.","The monthly retainer includes up to [X] hours of Services. Hours used beyond [X] in any calendar month will be billed at $[OVERAGE RATE]/hour. Unused hours [do / do not] roll over to the following month and [expire / accumulate up to a maximum of [Y] hours].","Omitting the rollover clause entirely. When the agreement is silent, the client typically argues unused hours should carry forward; the provider argues they are forfeited. This produces disputes at month end.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Expenses and disbursements","Specifies which out-of-pocket costs the client must reimburse beyond the retainer fee, any pre-approval threshold, and the documentation required.","Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with the Services, including [travel / filing fees / third-party software]. Expenses exceeding $[THRESHOLD] per month require prior written approval. Reimbursement is due within [30] days of receipt of an itemized expense report.","No expense pre-approval threshold. Without a cap, the client can dispute any expense claim after the fact as unauthorized, even for reasonable items like court filing fees or travel.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Confidentiality","Prevents both parties from disclosing or misusing the other's confidential information during and after the engagement.","Each party ('Receiving Party') agrees to hold in confidence all Confidential Information disclosed by the other party ('Disclosing Party') and not to use such information for any purpose outside the scope of this Agreement. 'Confidential Information' means any non-public information disclosed in connection with this engagement, including business strategies, financial data, client lists, and proprietary processes.","One-sided confidentiality that only binds the provider. Retainer arrangements often involve the client sharing sensitive business information with the provider — mutual confidentiality protects both parties.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Intellectual property ownership","Clarifies who owns the work product created by the provider during the retainer — whether it is assigned to the client, licensed, or retained by the provider.","Upon receipt of all fees due, Provider assigns to Client all right, title, and interest in Work Product created specifically for Client under this Agreement. Provider retains ownership of all pre-existing tools, methodologies, templates, and know-how ('Provider IP'), which are licensed to Client on a non-exclusive basis solely for use of the deliverables.","Assigning all IP including pre-existing tools and frameworks to the client. This prevents the provider from using their own methods with other clients and creates unintended liability.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Conflict of interest and exclusivity","Addresses whether the provider may work with competitors of the client, and what the client must disclose to enable the provider to identify conflicts before or during the engagement.","Provider represents that, as of the Effective Date, it is not engaged by any party whose interests are directly adverse to Client in the matters covered by this Agreement. Client shall promptly disclose to Provider any circumstances that may give rise to a conflict. [Provider / is / is not] subject to an exclusivity restriction with respect to [INDUSTRY / COMPETITOR NAMES].","Omitting a conflict-of-interest clause entirely for non-legal retainers. Consultants and agencies working with multiple clients in the same sector face the same conflicts as lawyers — and the same reputational and legal exposure when undisclosed.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term, renewal, and termination","Sets the initial term, automatic renewal conditions, the notice period required to cancel, and the refund policy for any prepaid but unearned fees.","This Agreement commences on [START DATE] and continues for an initial term of [X] months ('Initial Term'), after which it automatically renews on a month-to-month basis unless either party provides [30] days' written notice of non-renewal. Either party may terminate for cause immediately upon written notice if the other party materially breaches this Agreement and fails to cure within [10] days of notice. Upon termination, Provider shall refund any prepaid fees for Services not yet performed.","No refund clause for prepaid but unearned fees. Courts in most jurisdictions will require a refund of unearned fees regardless — omitting the clause creates negotiating leverage for the client and a PR liability for the provider.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the contract and the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law provisions. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where either party operates. Courts in several jurisdictions — particularly California — apply local law regardless of the contractual choice, making the clause partially ineffective for parties based there.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Enter both parties' legal entity names and contact details","Use the full registered legal name of the provider entity and the client entity — not trade names or personal names. Include the jurisdiction of incorporation or registration for each party.","Cross-check the client's legal name against their most recent invoice or corporate registry search before signing — billing the wrong entity creates collection problems.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the scope of services in Schedule A","List specific service categories the retainer covers and explicitly name at least two categories of work that are excluded. The more specific the list, the less room for scope-creep disputes later.","If the scope is likely to evolve, add a sentence giving the provider the right to issue a written change order for out-of-scope requests rather than refusing them entirely.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the retainer fee, due date, and payment method","Enter the monthly retainer amount, the specific day of the month it is due, and the accepted payment method. State clearly that payment is due in advance at the start of each billing period.","Add a late-payment clause — 1.5% per month is standard — so you have a contractual basis to charge interest without a separate invoice dispute.",{"step":352,"title":353,"description":354,"tip":355},4,"Specify the hours bank and overage rate","Enter the number of hours included in the monthly fee, the hourly rate for overages, and whether unused hours roll over or are forfeited at month end. If offering a pure-retainer structure with no hours bank, state explicitly that the fee is earned upon receipt regardless of hours worked.","Cap rollovers at two to three months of accumulated hours to prevent a large balance that the client can spend during a quiet period without additional payment.",{"step":357,"title":358,"description":359,"tip":360},5,"Set the expense pre-approval threshold","Enter the dollar amount above which the client must pre-approve expenses in writing. Below that threshold, the provider may incur and invoice reasonable expenses without prior sign-off.","For legal retainers, always list court filing fees, process server fees, and travel as pre-approved categories regardless of amount to avoid disputes on routine disbursements.",{"step":362,"title":363,"description":364,"tip":365},6,"Confirm IP ownership and licensing terms","Decide whether work product is assigned to the client (most common for deliverable-based retainers) or licensed (more common for platform or tool access). Carve out pre-existing provider IP and frameworks from the assignment clause.","If you use proprietary templates, methodologies, or software in your work, name them specifically in the carve-out — a generic 'pre-existing IP' exception is harder to enforce.",{"step":367,"title":368,"description":369,"tip":370},7,"Choose the governing law and dispute mechanism","Select the jurisdiction where both parties primarily operate. Arbitration is faster and more confidential than litigation — preferred for most professional-service retainers. Add a carve-out allowing either party to seek injunctive relief in court without going through arbitration first.","If the client is in California, confirm that your non-compete or non-solicit clauses (if any) comply with California law regardless of the governing-law clause.",{"step":372,"title":373,"description":374,"tip":375},8,"Sign before work begins","Both parties must sign before any services are rendered. Work performed before signing can undermine enforceability of the retainer's restrictions — particularly IP assignment and confidentiality — in common-law jurisdictions.","Use a digital signature tool to timestamp execution and retain a fully executed copy with both signatures in your records system.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Vague or unlimited scope of services","When 'services' are defined as 'general consulting' or 'marketing support,' clients interpret the retainer as covering every request they make, regardless of complexity or volume. Disputes over what is included erode the relationship and are expensive to resolve.","Attach a Schedule A listing specific service categories and at least two explicit exclusions. Any request outside Schedule A must go through a written change-order process.",{"mistake":382,"why_it_matters":383,"fix":384},"No advance-payment language","A retainer paid in arrears is economically a standard invoice — it provides no cash-flow predictability and gives the client leverage to withhold payment after work is delivered.","State clearly that the retainer fee is due on the first day of each billing period, in advance of services, and that Provider may suspend services if payment is not received within [5] business days of the due date.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the rollover and forfeiture clause","Silence on unused hours almost always produces a dispute. Clients assume rollover; providers assume forfeiture. The disagreement typically surfaces after several months of low usage when the client presents a large accumulated balance.","State the rollover policy explicitly — either hours are forfeited at month end, carry forward for up to [X] months, or accumulate without limit. Choose one and write it in plain language.",{"mistake":390,"why_it_matters":391,"fix":392},"Assigning all IP including pre-existing tools to the client","An unlimited IP assignment transfers the provider's proprietary frameworks, templates, and methodologies to one client, creating a conflict every time the provider uses the same tools for another engagement.","Limit the assignment to work product created specifically and exclusively for the client. Name your pre-existing tools, templates, and methodologies in a Schedule and grant the client a non-exclusive license to use them only within the deliverables.",{"mistake":394,"why_it_matters":395,"fix":396},"No refund clause for prepaid unearned fees","Without a refund provision, the client's lawyer will argue that a court-ordered refund is warranted regardless — and they are usually right. Omitting the clause simply means the provider has no control over the refund amount or process.","Include a clear refund formula: upon termination, Provider will refund fees paid for the current billing period pro-rated by the number of unused days, less any documented expenses already incurred.",{"mistake":398,"why_it_matters":399,"fix":400},"Automatic renewal with no notice-period reminder obligation","A client who misses a 30-day notice deadline is bound to another full month (or term) of fees they did not intend to incur. This creates resentment, chargebacks, and reputational damage even when the provider is technically in the right.","Add a provision requiring the provider to send a written renewal notice 45 days before the end of the initial term, giving the client a clear window to decide without penalty.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a retainer agreement?","A retainer agreement is a contract between a client and a service provider — typically a lawyer, consultant, or agency — under which the client pays a recurring fee in advance to secure the provider's ongoing services or availability. It defines the scope of work, the monthly fee, billing mechanics, confidentiality obligations, and termination conditions. Unlike a project contract, a retainer creates a continuing relationship rather than a single deliverable.\n",{"question":406,"answer":407},"What is the difference between a retainer agreement and a consulting agreement?","A consulting agreement typically covers a defined project with specific deliverables, a fixed fee or hourly billing, and a clear end date. A retainer agreement establishes an ongoing relationship where the client pays a recurring fee — monthly, quarterly, or annually — to reserve the provider's time or expertise over an indefinite or rolling period. Many long-term consulting relationships begin as project agreements and convert to retainers once both parties establish trust and predictable work volume.\n",{"question":409,"answer":410},"What are the different types of retainer arrangements?","The three main structures are: a pure retainer, where the fee is earned upon receipt regardless of hours worked and simply secures availability; a replenishing (or deposit-based) retainer, where the client funds an account that is drawn down as work is performed and replenished when the balance falls below a threshold; and an hours-bank retainer, where the fee buys a set number of hours per period with overages billed separately and unused hours either forfeited or rolled forward. The right structure depends on the predictability of the client's needs and the provider's capacity model.\n",{"question":412,"answer":413},"Does a retainer agreement need to be in writing?","In most jurisdictions, retainer agreements for services above a certain value — and virtually all legal retainers — must be in writing to be enforceable. Even where oral agreements are technically valid, a written contract is essential to establish the scope, fee, and termination terms with enough precision to enforce in a dispute. Bar rules in most US states and Canadian provinces require written retainer agreements for legal services.\n",{"question":415,"answer":416},"Is a retainer fee refundable?","It depends on the retainer type and what is stated in the agreement. Pure retainers — paid solely for availability — are generally non-refundable once earned, because the provider has reserved capacity regardless of work performed. Deposit-based retainers are typically refundable for the unearned portion upon termination. Lawyers in most jurisdictions are ethically required to refund unearned fees regardless of what the contract says. Always include an explicit refund clause to avoid ambiguity.\n",{"question":418,"answer":419},"How much should a monthly retainer fee be?","Retainer fees vary widely by profession and scope. Marketing agencies typically charge $1,500–$10,000 per month depending on deliverables. Business consultants commonly set retainers at 60–80% of the equivalent project fee for a predictable monthly package. Legal retainers for ongoing counsel range from $1,000 per month for small-business matters to $25,000 or more for complex corporate work. The fee should reflect both the hours reserved and the premium for guaranteed availability.\n",{"question":421,"answer":422},"Can a retainer agreement be terminated early?","Yes, if the contract includes a termination clause — and it should. Most retainer agreements allow either party to terminate without cause on 30 days' written notice, and allow immediate termination for material breach. Without a termination clause, early exit is governed by jurisdiction-specific default rules, which may require longer notice periods or expose either party to a damages claim for the remaining term.\n",{"question":424,"answer":425},"What happens to unused retainer hours at the end of the month?","This is determined entirely by the contract. Hours may be forfeited (use-it-or-lose-it), rolled over to the next month, or accumulated up to a capped maximum. Most providers prefer forfeiture or a capped rollover to prevent clients from stockpiling hours and then demanding a heavy workload in a single month. The agreement must state the policy explicitly — silence almost always produces a dispute.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a retainer agreement?","For straightforward retainers with a clear scope, a professional template is usually sufficient. Consider engaging a lawyer when the engagement involves significant IP, when the client is in a heavily regulated industry, when the retainer fee exceeds $5,000 per month, or when the agreement involves a cross-border arrangement subject to multiple jurisdictions' employment or service laws. A one-hour template review typically costs $200–$500 and is worthwhile for any ongoing relationship with material financial exposure.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Legal Services","industry-legal","Bar rules in most US states and Canadian provinces require written retainer agreements; legal retainers must address trust accounting, fee dispute procedures, and ethical conflict-of-interest disclosures.",{"industry":435,"icon_asset_id":436,"specifics":437},"Marketing and Advertising","industry-marketing","Monthly deliverable packages — content, SEO, paid media management — with defined hours banks, third-party ad-spend pass-through clauses, and IP assignment covering creative assets.",{"industry":439,"icon_asset_id":440,"specifics":441},"Professional Services","industry-professional-services","Management, HR, and financial consultants use retainers to formalize advisory relationships where deliverables are advice-based rather than tangible, making scope definition and hours-bank structure especially important.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology and SaaS","industry-saas","Fractional CTO, IT support, and software development retainers require clear IP assignment for code written during the engagement, SLA references for uptime or response times, and explicit exclusion of pre-existing platform components.",[447,450,452,455],{"vs":234,"vs_template_id":448,"summary":449},"consulting-agreement-D196","A consulting agreement governs a defined project with specific deliverables, a total fee, and a clear end date. A retainer agreement creates an ongoing relationship where the client pays a recurring fee for continued access to the provider's expertise or availability. Use a consulting agreement for discrete, project-based work and a retainer for recurring advisory or service needs without a fixed endpoint.",{"vs":103,"vs_template_id":238,"summary":451},"An independent contractor agreement is a broader engagement framework covering how a non-employee will perform services — it can be project-based or ongoing and does not inherently involve advance payment. A retainer agreement is specifically structured around a recurring prepaid fee for reserved availability or a defined monthly work package. The two documents can be layered, but a retainer provides the billing and availability mechanics that a standard contractor agreement lacks.",{"vs":118,"vs_template_id":453,"summary":454},"service-level-agreement-D13098","A service level agreement defines measurable performance standards — uptime, response times, resolution targets — and the remedies for missing them. A retainer agreement defines the commercial relationship, fee, and scope. SLAs are often attached as a schedule to a retainer agreement when performance metrics are central to the engagement, but an SLA alone does not establish payment terms, IP ownership, or termination rights.",{"vs":245,"vs_template_id":456,"summary":457},"advisory-board-member-agreement-D12677","An advisory board agreement governs a structured mentorship or governance role — typically involving equity compensation and defined meeting attendance obligations rather than a cash retainer. A retainer agreement is a commercial services contract paid in cash, appropriate for professional advisors providing substantive operational work. Use an advisory agreement for equity-compensated strategic guidance and a retainer for fee-based ongoing professional services.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Consultants, agencies, and freelancers establishing standard recurring service relationships with clear scope and predictable monthly volume","Free","20–30 minutes",{"best_for":464,"cost":465,"time":466},"Retainers exceeding $3,000 per month, cross-border arrangements, or engagements involving significant IP creation or sensitive client data","$200–$600","1–3 days",{"best_for":468,"cost":469,"time":470},"Legal retainers subject to bar rules, high-value executive advisory roles, or retainers with complex exclusivity, equity, or regulated-industry obligations","$1,000–$4,000+","1–2 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","Legal retainers are governed by state bar rules requiring written agreements and trust-account handling of unearned fees in most states, including California, New York, and Texas. Non-refundable retainer clauses are permissible in some states (e.g., Colorado) but prohibited in others (e.g., New York). For non-legal service retainers, there is no federal mandate, but California's strict worker-classification rules (AB5) may affect retainers that functionally create an employment relationship.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Law societies across all provinces require written retainer agreements for legal services and mandate that unearned fees be held in a trust account separate from general funds. Quebec retainers for services must comply with the Consumer Protection Act if the client qualifies as a consumer, imposing additional disclosure and cancellation rights. Non-legal retainers are governed by provincial contract law; Ontario and British Columbia courts generally enforce clear scope and fee provisions.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","The Solicitors Regulation Authority requires solicitors to provide clients with clear, written costs information before or at the time of engagement — effectively mandating a written retainer for legal services. For non-legal retainers, the Consumer Rights Act 2015 applies when the client is a consumer and implies terms of reasonable care and skill. IR35 rules may reclassify a retainer relationship as employment if the provider works exclusively for one client and is subject to significant control.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","GDPR applies to any retainer where the provider processes personal data on behalf of the client — a Data Processing Agreement must be incorporated or attached. EU member states vary significantly on service contract formalities; France and Germany impose statutory notice periods for ongoing service contracts that cannot be contracted away. Post-engagement non-compete provisions in retainers typically require financial compensation to be enforceable across most member states.",[235,238,249,246,493,494,495,496,497,498,499,500],"non-disclosure-agreement-nda-D12692","service-agreement-D12711","sales-invoice-D383","statement-of-work-D12981","master-service-agreement-D12657","freelance-contract-D13270","scope-of-work-D12679","employee-dismissal-letter-D508",{"emit_how_to":174,"emit_defined_term":174},{"primary_folder":95,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":513},"services-and-consulting","agreement","general","all-stages",[508,509,510,511,512],"professional-services","contract","retainer-agreement","services-agreement","recurring-fee",0.95,"\u003Ch2>What is a Retainer Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Retainer Agreement\u003C/strong> is a legally binding contract between a service provider and a client that establishes an ongoing professional relationship in exchange for a recurring fee paid in advance. Unlike a project-based contract that ends when deliverables are complete, a retainer creates a continuing engagement — the client pays a fixed monthly amount to reserve the provider's time, expertise, or availability, and the provider commits to delivering defined services within that period. Retainer agreements are standard practice for lawyers, consultants, marketing agencies, accountants, and any professional whose clients need reliable, ongoing access to specialized expertise rather than one-time work.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed retainer agreement, both parties operate on assumptions that diverge the moment a billing dispute or scope question arises. Clients assume unused hours accumulate; providers assume they are forfeited. Clients assume the retainer covers every request they make; providers discover they have been providing out-of-scope work for months at no additional charge. When the relationship ends, a client without a written agreement can demand a full refund of prepaid fees — and in many jurisdictions, courts will grant it. A properly drafted retainer agreement protects your cash flow by establishing advance payment as the contractual norm, defines the exact scope of work so scope creep has a written boundary, clarifies IP ownership before valuable work product changes hands, and sets a predictable, mutually agreed exit process that prevents abrupt termination without notice. This template gives you all of that in a single document you can execute in under 30 minutes.\u003C/p>\n",1781185943599]