[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-retainer-consulting-agreement-D13388":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":523},{"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 CONSULTING AGREEMENT This Retainer Consulting Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE CLIENT], (the \"Client\"), an individual with their 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: [NAME OF THE CONSULTANT], (the \"Consultant\"), an individual with their 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] Collectively, the Client and Consultant shall be referred to as the \"Parties.\" WHEREAS, the Client is engaged in the business of [BRIEFLY DEFINE THE BUSINESS]; WHEREAS, the Consultant has expertise in one or more fields of business that the Consultant offers and wishes to provide its services to the Client; WHEREAS, the Client has an interest in engaging with the Consultant; Whereas, both Parties wish to evidence their contract in writing and both Parties have the capacity to enter into and perform this contract; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INCORPORATION OF RECITALS The Parties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full. RELATIONSHIP The Consultant acknowledges that they are solely an Independent Contractor and are not an employee, agent, partner or joint venture of the Client. The Client will provide the Consultant with the details of the Services it wants the Consultant to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Consultant and which it owes to the Consultant in regard to the Services rendered by it to the Client. TERM The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the term hereof. SERVICES During the term of this Agreement, the Consultant is hereby retained by the Client on a non-exclusive basis to provide strategic consultancy services (the \"Services\") to the Client. The description and details of Services are described in Exhibit A \"Services,\" which is attached to this Agreement and made a part hereof. PAYMENT The Consultant shall raise an invoice at the completion of every month and the Client shall make payment for the consultant fee within [NUMBER OF DAYS] days' time from the receipt of invoice. The invoice shall mention the overage, and any expenses incurred, with documentation as necessary and prudent to verify charges. If the Client does not make the payment within the stipulated time period, then the Consultant reserves the right to withhold the Services until the monthly payment is made. The Client will be charged for additional products and/or services as ordered by the Client which are not part of the Services covered in clause 4 of this Agreement, at the Consultant's current rates for such additional products and/or services. The Client shall make the payment within [NUMBER OF DAYS] days after the receipt of the invoice from the Consultant. The payment shall be made via [METHOD OF PAYMENT]. In case there is a discrepancy with the invoice, the same shall be communicated to the other Party and the same shall be resolved amicably and in accordance with the terms of this Agreement. PERFORMANCE OF SERVICES The manner in which the Services are to be performed and the specific hours to be worked by the Consultant shall be determined by the Consultant. The Client will rely on the Consultant to work as many hours as may be reasonably necessary to fulfill the Consultant's obligations under this Agreement. The Consultant agrees to devote a minimum time of five days per month to perform the Services for the Client. The Client will rely upon the Consultant to work such number of days or hours as is reasonably necessary to fulfill the purpose of such consultancy work. CONFIDENTIALITY Definition: \"Confidential Information\" means any proprietary information, technical data, trade secrets or know-how of the Client, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Client on whom the Consultant called or with whom the Consultant became acquainted during the term of his performance of the Services), markets, finances or other business information disclosed by the Client either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to the Consultant at the time of disclosure to the Consultant by the Client, as evidenced by written records of the Consultant, (b) has become publicly known and made generally available through no wrongful act of the Consultant, or (c) has been rightfully received by the Consultant from a third party who is authorized to make such disclosure. Non-Use and Non-Disclosure. The Consultant shall not, during or subsequent to the term of this Agreement: (i) use the Client's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Client, or (ii) disclose the Client's Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Client. The Consultant shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. The Consultant, his/her servants, agents, and employees shall not use, disseminate or distribute to any Person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Client. Upon completion of the Services, or termination of this Agreement, or at any time thereafter, the Consultant and his/her servants, agents, and employees shall promptly return to the Client, or upon the request of the Client shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by the Consultant pursuant to his/her performance of the Services or otherwise belonging to the Client. If requested by the Client, upon the termination or expiration of this Agreement with the Client, the Consultant agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section 7.2, which may be provided by the Client in its sole discretion and timing. NON-COMPETITION AND NON-SOLICITATION The Consultant shall not, directly or indirectly, engage in soliciting of the existing or potential clients of the Client. It shall also not market its own services to the existing or potential clients of the Client",null,"Retainer Consulting Agreement","9",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/retainer-consulting-agreement-D13388.png","https://templates.business-in-a-box.com/imgs/250px/13388.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13388.xml",{"title":15,"description":6},"retainer consulting agreement",[17],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/","Retainer Consulting Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13388.png","https://templates.business-in-a-box.com/imgs/600px/13388.png",[24,17],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Services & Consulting","/templates/services-and-consulting/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,115,131,146,159],{"label":37,"url":38,"thumb":39,"extension":10},"Consulting Agreement Long","/template/consulting-agreement---long-D12543","https://templates.business-in-a-box.com/imgs/250px/12543.png",{"label":41,"url":42,"thumb":43,"extension":10},"Marketing Consulting Agreement","/template/marketing-consulting-agreement-D14009","https://templates.business-in-a-box.com/imgs/250px/14009.png",{"label":45,"url":46,"thumb":47,"extension":10},"Retainer Agreement","/template/retainer-agreement-D12703","https://templates.business-in-a-box.com/imgs/250px/12703.png",{"label":49,"url":50,"thumb":51,"extension":10},"Contract Management Consulting Agreement","/template/contract-management-consulting-agreement-D13941","https://templates.business-in-a-box.com/imgs/250px/13941.png",{"label":53,"url":54,"thumb":55,"extension":10},"Time and Materials Consulting Agreement","/template/time-and-materials-consulting-agreement-D175","https://templates.business-in-a-box.com/imgs/250px/175.png",{"label":57,"url":58,"thumb":59,"extension":10},"Consulting Agreement with Sharing of Software Revenues","/template/consulting-agreement-with-sharing-of-software-revenues-D785","https://templates.business-in-a-box.com/imgs/250px/785.png",{"label":61,"url":62,"thumb":63,"extension":10},"Software Development and Consulting Services Agreement","/template/software-development-and-consulting-services-agreement-D800","https://templates.business-in-a-box.com/imgs/250px/800.png",{"label":65,"url":66,"thumb":67,"extension":10},"Retainer for Attorney","/template/retainer-for-attorney-D905","https://templates.business-in-a-box.com/imgs/250px/905.png",{"label":69,"url":70,"thumb":71,"extension":10},"Consulting Contract","/template/consulting-agreement-short-D155","https://templates.business-in-a-box.com/imgs/250px/155.png",{"label":73,"url":74,"thumb":75,"extension":10},"Consulting Engagement Letter","/template/consulting-engagement-letter-D13259","https://templates.business-in-a-box.com/imgs/250px/13259.png",{"label":77,"url":78,"thumb":79,"extension":10},"Board Resolution to Retain a Professional Consultant","/template/board-resolution-to-retain-a-professional-consultant-D72","https://templates.business-in-a-box.com/imgs/250px/72.png",{"label":81,"url":82,"thumb":83,"extension":10},"Facility Agreement","/template/facility-agreement-D13269","https://templates.business-in-a-box.com/imgs/250px/13269.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"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},[94],{"label":95,"url":96},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":114},"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":107,"description":6},"non disclosure agreement nda",[109,111],{"label":30,"url":110},"business-legal-agreements",{"label":112,"url":113},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"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","12",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":87,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":145},"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",[140,142],{"label":18,"url":141},"business-plan-kit",{"label":143,"url":144},"Board of Directors","board-of-directors","/template/advisory-board-agreement-D13898",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their 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: [NAME OF THE CLIENT], (the \"Client\"), an individual with their 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] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":154,"description":6},"it service agreement",[156,157],{"label":30,"url":110},{"label":30,"url":110},"/template/it-service-agreement-D13422",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":175,"url":176},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice","1",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[169,172],{"label":170,"url":171},"Finance & Accounting","finance-accounting",{"label":173,"url":174},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",false,{"seo":179,"reviewer":191,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":510,"classification":511},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Retainer Consulting Agreement Template (Free Word)","Free retainer consulting agreement template covering scope, monthly retainer fee, IP ownership, confidentiality, and termination. Used in 190+ countries. Free Word and PDF download.","retainer consulting agreement template",[184,185,186,187,188,189,190],"consulting retainer agreement template","retainer agreement template word","retainer consulting contract template","monthly retainer agreement template","consulting retainer contract free","retainer agreement template free download","consulting services retainer agreement",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":197,"signature_required":197},"medium",true,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Retainer Consulting Agreement is a legally binding contract between a client and an independent consultant that establishes an ongoing service relationship funded by a recurring monthly fee. This free Word download covers scope of services, retainer amount, payment terms, IP ownership, confidentiality, and termination in a single document you can edit online and export as PDF.\n","Use it when engaging a consultant on an ongoing basis — rather than for a single project — where the client pays a fixed monthly fee to secure the consultant's availability and a defined set of deliverables or hours. It replaces informal email arrangements with enforceable written obligations.\n","Parties and engagement details, scope of services, retainer fee and billing schedule, independent contractor status, IP assignment, confidentiality, non-solicitation, term and termination, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Independent consultants","Securing predictable monthly income from ongoing client engagements","persona-freelancer",{"title":208,"use_case":209,"icon_asset_id":210},"Small business owners","Formalizing a recurring advisory relationship with an outside expert","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"Startup founders","Retaining a fractional CMO, CFO, or CTO before making a full-time hire","persona-startup-founder",{"title":216,"use_case":217,"icon_asset_id":218},"Marketing and PR agencies","Documenting monthly retainer terms for ongoing client campaigns","persona-agency",{"title":220,"use_case":221,"icon_asset_id":222},"Legal and financial professionals","Engaging outside counsel or advisors on a monthly availability basis","persona-operations-director",{"title":224,"use_case":225,"icon_asset_id":226},"HR and operations managers","Onboarding specialist contractors while maintaining clear IP and confidentiality protections","persona-hr-manager",[228,231,234,238,241,245,249],{"situation":229,"recommended_template":86,"slug":230},"One-time project with a defined deliverable and end date","independent-contractor-agreement-D160",{"situation":232,"recommended_template":7,"slug":233},"Ongoing retainer with a named individual and hourly overage billing","retainer-consulting-agreement-D13388",{"situation":235,"recommended_template":236,"slug":237},"Engaging a firm rather than an individual consultant","Consulting Services Agreement","software-development-and-consulting-services-agreement-D800",{"situation":239,"recommended_template":133,"slug":240},"Executive-level advisor with equity compensation","advisory-board-agreement-D13898",{"situation":242,"recommended_template":243,"slug":244},"IT or software development services on a retainer basis","IT Services Agreement","it-service-agreement-D13422",{"situation":246,"recommended_template":247,"slug":248},"Legal services on a retained basis from outside counsel","Legal Services Retainer Agreement","retainer-agreement-D12703",{"situation":250,"recommended_template":251,"slug":252},"Short-term consulting with a fixed deliverable and payment on completion","Consulting Proposal","consulting-agreement---long-D12543",[254,257,260,263,266,269,272,275,278,281],{"term":255,"definition":256},"Retainer Fee","A recurring fixed payment — typically monthly — made by the client to secure the consultant's availability and a defined scope of services.",{"term":258,"definition":259},"Independent Contractor","A self-employed individual engaged to perform services for a client without being classified as an employee, with no entitlement to employment benefits or tax withholding.",{"term":261,"definition":262},"Scope of Services","A detailed description of the specific tasks, deliverables, or hours the consultant will provide under the retainer during each billing period.",{"term":264,"definition":265},"Work Product","Any output — reports, strategies, designs, code, or other materials — created by the consultant in the course of performing services under the agreement.",{"term":267,"definition":268},"IP Assignment","A clause transferring ownership of work product and related intellectual property created during the engagement from the consultant to the client.",{"term":270,"definition":271},"Confidential Information","Non-public information belonging to the client — financials, customer data, trade secrets, and business strategies — that the consultant is prohibited from disclosing or using outside the engagement.",{"term":273,"definition":274},"Non-Solicitation Clause","A restriction preventing the consultant from directly soliciting the client's employees, customers, or prospects for a defined period after the engagement ends.",{"term":276,"definition":277},"Overage Rate","An agreed hourly or daily rate charged for services performed beyond the hours or deliverables included in the monthly retainer.",{"term":279,"definition":280},"Rollover Policy","A provision specifying whether unused retainer hours or credits carry forward to the next billing period or expire at month-end.",{"term":282,"definition":283},"Governing Law","The jurisdiction whose laws govern the interpretation and enforcement of the agreement, typically the state, province, or country where the client is based or the services are performed.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties, recitals, and engagement date","Identifies the client and consultant as legal entities, states the nature of the engagement, and records the effective date of the agreement.","This Retainer Consulting Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] between [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'), and [CONSULTANT LEGAL NAME / FULL NAME], [a [STATE] [ENTITY TYPE] / an individual] ('Consultant').","Using a trade name instead of the consultant's or client's registered legal entity name. Enforcement and tax reporting both require the correct legal name, and mismatches can void indemnification provisions.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Scope of services","Defines precisely what the consultant will deliver each month — specific tasks, deliverables, or a capped number of hours — and how changes to scope are handled.","During each calendar month of the Term, Consultant shall provide the following services: [DESCRIPTION OF SERVICES] ('Services'), not to exceed [X] hours per month unless Client approves additional hours in writing under Section [X].","Describing scope in general terms like 'strategic advisory' with no hour cap or deliverable list. Vague scope leads to scope creep disputes, unpaid overages, and difficulty terminating for non-performance.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Retainer fee, invoicing, and payment terms","States the fixed monthly retainer amount, the invoicing schedule, the payment due date, and the late-payment penalty.","Client shall pay Consultant a monthly retainer of $[AMOUNT] ('Retainer Fee'), invoiced on the [1st / last] day of each month and due within [15 / 30] days of the invoice date. Overdue balances accrue interest at [1.5]% per month.","Setting payment terms to 'upon receipt' rather than a specific number of days. Clients interpret this inconsistently, and it provides no clear trigger for late-payment interest or suspension of services.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Overage billing and rollover policy","Governs what happens when services exceed the monthly retainer allocation — the hourly overage rate — and whether unused hours carry forward or expire.","Services in excess of the monthly hour cap shall be billed at $[OVERAGE RATE] per hour, invoiced separately within [5] business days of the month-end. Unused hours do not roll over and expire at the end of each calendar month.","Omitting the rollover policy entirely. Consultants often assume hours expire; clients often assume they accumulate. The resulting dispute can unwind an otherwise productive relationship.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Independent contractor status","Confirms that the consultant is not an employee, clarifies that no benefits or tax withholding apply, and requires the consultant to pay their own self-employment taxes.","Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint-venture relationship. Consultant is solely responsible for all taxes, insurance, and expenses arising from the performance of Services.","Including terms that create employer-level control — set hours, mandatory office presence, equipment provision — while still labeling the consultant a contractor. Regulators apply substance-over-form tests; misclassification triggers back taxes, penalties, and benefit liability.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Intellectual property assignment","Assigns ownership of all work product and related IP created by the consultant during the engagement to the client, while optionally carving out pre-existing tools or background IP.","All work product created by Consultant specifically for Client under this Agreement is the sole property of Client and is hereby assigned to Client. Consultant retains ownership of pre-existing tools, frameworks, and methodologies ('Background IP') listed in Schedule A.","No IP assignment clause, or one limited to deliverables created 'on Client premises.' Remote consultants produce IP on personal devices outside any location restriction — the assignment must be activity-based, not location-based.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Confidentiality","Prohibits the consultant from disclosing or using the client's confidential information — trade secrets, financials, customer data — during and after the engagement.","Consultant shall hold all Confidential Information of Client in strict confidence and shall not disclose or use it for any purpose other than performing the Services. This obligation survives termination of the Agreement for a period of [3] years.","Failing to define 'Confidential Information' and relying on an all-encompassing label. Courts apply a reasonableness standard — specifying the categories (customer lists, product roadmaps, financial data) makes the obligation clearer and more enforceable.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Non-solicitation","Prevents the consultant from soliciting the client's employees or key customers for a defined period after the engagement ends.","For [12] months following termination of this Agreement, Consultant shall not directly solicit, recruit, or hire any employee of Client, or solicit any customer or prospect of Client with whom Consultant had material contact during the engagement.","Using a mutual non-solicitation clause when only one direction is commercially meaningful. Asymmetric clauses — protecting only the client's workforce and customer base — are easier to enforce and less likely to be challenged as unreasonable.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and termination","Sets the initial term of the agreement, automatic renewal terms, and the notice period required to terminate — both for convenience and for cause.","This Agreement commences on [START DATE] and continues for an initial term of [12] months, renewing automatically for successive [30-day] periods unless either party provides [30] days' written notice. Either party may terminate for Cause immediately upon written notice.","No automatic renewal clause combined with a long initial term. If the client wants to exit at month 13 but the contract auto-renews for another 12 months without notice, a termination-for-convenience clause is the only exit — and many templates omit one.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's laws govern the agreement and how disputes are resolved — arbitration, mediation, or litigation — and where.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law rules. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law that has no connection to either party's location. Several jurisdictions — notably California — apply their own mandatory employment and contractor laws regardless of the contractual choice of law.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Enter the legal names and effective date","Use the full registered legal name for any entity client or consultant — not a brand name or DBA. Record the date both parties sign as the effective date, not the date the document was drafted.","Cross-reference the consultant's W-9 or business registration to confirm the correct legal name before execution.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the scope of services precisely","List specific tasks, deliverables, or a monthly hour cap in the scope clause. Attach a Schedule A if the description is longer than a paragraph. Vague scope is the single most common source of retainer disputes.","If services vary month to month, add a clause allowing scope amendments by mutual written agreement without requiring a full contract amendment.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the retainer fee, overage rate, and payment timeline","State the monthly dollar amount, the invoicing date, the payment due date (Net 15 or Net 30 from invoice date), and the overage hourly rate for hours beyond the cap.","Adding a late-payment interest clause of 1.5% per month gives you a contractual basis to charge interest without having to renegotiate — and motivates faster payment.",{"step":352,"title":353,"description":354,"tip":355},4,"Choose a rollover policy and document it","Decide whether unused hours expire at month-end or accumulate. Enter the chosen policy explicitly in the overage and rollover clause — do not leave it ambiguous.","An expiry policy is simpler to administer and protects the consultant's cash flow. A rollover policy can increase client satisfaction but creates accrual tracking obligations.",{"step":357,"title":358,"description":359,"tip":360},5,"Confirm independent contractor status language","Review the contractor status clause to ensure no terms in the rest of the agreement contradict it — no mandatory set hours, no equipment provision, no exclusivity requirement unless clearly labeled and compensated.","If the engagement requires exclusivity, add a separate exclusivity fee above the retainer to reflect the economic reality of restricting the consultant's other work.",{"step":362,"title":363,"description":364,"tip":365},6,"Complete the IP assignment and background IP schedule","Confirm that the assignment clause covers all client-specific work product. List any pre-existing tools, templates, or methodologies the consultant retains in Schedule A — these are Background IP and excluded from the assignment.","Consultants who fail to carve out Background IP often unknowingly transfer ownership of tools they reuse across all clients. A short Schedule A prevents this.",{"step":367,"title":368,"description":369,"tip":370},7,"Set the term, notice period, and renewal terms","Choose the initial term (commonly 3, 6, or 12 months), the renewal increment (30 or 60 days), and the notice period to prevent auto-renewal (typically 30 days). Confirm a termination-for-convenience clause is included.","A 30-day notice period to exit auto-renewal is the market standard. Anything longer than 60 days raises friction during client renewal reviews.",{"step":372,"title":373,"description":374,"tip":375},8,"Sign before services begin","Both parties must execute the agreement before the first day of services. Services rendered without a signed contract leave the consultant without enforceable IP assignment, confidentiality, or non-solicitation protections.","Use an eSign tool to timestamp execution and store the fully executed copy in a shared location accessible to both parties.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Leaving scope undefined or vague","Without a specific deliverable list or hour cap, clients expand scope continuously while expecting the retainer fee to cover all work — resulting in unpaid overages and burnout.","Write a concrete scope clause: named deliverables or a monthly hour cap, plus an explicit overage rate for work beyond the cap.",{"mistake":382,"why_it_matters":383,"fix":384},"No rollover policy in the agreement","Consultants assume unused hours expire; clients assume they accumulate. The mismatch surfaces at invoice time and can escalate into a fee dispute that ends the engagement.","Add a single sentence to the payment clause specifying whether unused hours expire at month-end or roll forward, and for how many periods.",{"mistake":386,"why_it_matters":387,"fix":388},"Independent contractor clause contradicted by operational terms","Mandatory hours, employer-provided equipment, or exclusivity requirements create the appearance of an employment relationship. Tax authorities use substance-over-form tests and will reclassify the arrangement regardless of the label in the contract.","Review every clause for terms that imply employer control. If exclusivity is required, price it separately and document the business reason in the recitals.",{"mistake":390,"why_it_matters":391,"fix":392},"IP assignment missing or limited to on-site work","Remote consultants produce deliverables on personal devices outside any location-based clause. Client-specific work product remains with the consultant if the assignment language does not reach it.","Draft the IP assignment to cover all work product created specifically for the client in connection with the engagement, regardless of location or device.",{"mistake":394,"why_it_matters":395,"fix":396},"No termination-for-convenience clause","Without one, either party is bound for the entire initial term even when the relationship has broken down — exit requires proving cause, which is costly and uncertain.","Include a mutual termination-for-convenience right with 30 days' written notice, effective at the end of the current billing period.",{"mistake":398,"why_it_matters":399,"fix":400},"Signing after services have already begun","In common-law jurisdictions, confidentiality, non-solicitation, and IP assignment clauses may be unenforceable without fresh consideration if the consultant has already been performing services.","Execute the agreement before day one of the engagement. If signing is delayed, provide a documented additional benefit — a signing bonus or rate increase — as fresh consideration.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a retainer consulting agreement?","A retainer consulting agreement is a legally binding contract between a client and an independent consultant under which the client pays a recurring fixed fee — typically monthly — to secure a defined scope of services or a set number of consulting hours. Unlike a project-based contract, it establishes an ongoing relationship with predictable billing on both sides. It covers scope, fees, IP ownership, confidentiality, and termination in a single enforceable document.\n",{"question":406,"answer":407},"What is the difference between a retainer consulting agreement and a consulting agreement?","A standard consulting agreement typically governs a one-time project with a fixed deliverable and end date. A retainer consulting agreement governs an ongoing relationship funded by a recurring monthly fee, where the consultant's availability is reserved in advance. The retainer model introduces additional terms — rollover policy, overage billing, and auto-renewal — that a project-based agreement does not require.\n",{"question":409,"answer":410},"Is a retainer fee refundable?","Whether a retainer fee is refundable depends entirely on what the contract says. A classic retainer reserves the consultant's availability regardless of how much work is actually requested — making it non-refundable. A work-against retainer is a prepayment drawn down by completed work, with unused balances typically refundable. Your agreement should specify which model applies and what happens to any balance on termination.\n",{"question":412,"answer":413},"Does a retainer consulting agreement make the consultant an employee?","No — a properly drafted retainer agreement maintains independent contractor status, provided the operational terms are consistent with that classification. If the agreement imposes mandatory hours, employer- provided equipment, or behavioral control over how work is performed, tax authorities may reclassify the arrangement as employment regardless of the contract's label. The key test is the degree of control the client exercises over the consultant's work.\n",{"question":415,"answer":416},"Who owns the work product created under a retainer consulting agreement?","Ownership depends on the IP assignment clause. Without one, the consultant typically retains ownership of work product under copyright law in most jurisdictions. A well-drafted agreement explicitly assigns all client-specific work product to the client while carving out the consultant's pre-existing tools, frameworks, and methodologies as Background IP. Both parties should review the Schedule A carve-out before signing.\n",{"question":418,"answer":419},"How should overage hours be handled in a retainer agreement?","The agreement should state a specific overage rate — typically an hourly rate agreed at signing — for any hours or deliverables beyond the monthly retainer cap. Overages should be invoiced separately at month-end with supporting time records. Without a documented overage rate, disputes over additional work are resolved without a contractual reference point, usually to the consultant's disadvantage.\n",{"question":421,"answer":422},"Can a retainer consulting agreement be terminated early?","Yes, if the agreement includes a termination-for-convenience clause — which is standard practice. Either party provides the agreed notice period (commonly 30 days) and the agreement ends at the close of the current billing period. Without a termination-for-convenience right, early exit requires demonstrating cause — misconduct, material breach, or non-performance — which is harder to establish and often contested.\n",{"question":424,"answer":425},"What governing law should I choose for a retainer consulting agreement?","Typically choose the law of the jurisdiction where the client is located or where the majority of services are performed. The governing law determines which rules fill gaps in the contract and which statutory protections apply. Consultants based in California should be aware that California courts apply local contractor classification rules regardless of what the contract says, making a California choice of law especially significant.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a retainer consulting agreement?","For straightforward domestic engagements with a single consultant, a high-quality template is typically sufficient. Engaging a lawyer is recommended when the engagement involves sensitive IP in a competitive market, when the consultant is located in a different country, when non-compete restrictions are commercially critical, or when the monthly retainer exceeds $10,000. A one-hour template review typically costs $200–$400 and is worthwhile for high-value or cross-border arrangements.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Marketing and advertising","industry-marketing","Monthly retainers covering campaign management, content production, and media buying, with deliverable schedules tied to editorial calendars and overage billing for ad-hoc requests.",{"industry":435,"icon_asset_id":436,"specifics":437},"Technology and SaaS","industry-saas","Fractional CTO or product advisor retainers covering architecture reviews, technical due diligence, and roadmap input, with IP assignment covering any code or technical documentation produced.",{"industry":439,"icon_asset_id":440,"specifics":441},"Professional services","industry-professional-services","Management consulting, financial advisory, and HR consulting retainers where the deliverable is strategic advice and reports, and confidentiality of client financials and organizational data is paramount.",{"industry":443,"icon_asset_id":444,"specifics":445},"Legal and compliance","industry-fintech","Outside counsel or compliance consultant retainers covering regulatory monitoring, policy review, and board reporting, often with enhanced confidentiality provisions and attorney-client privilege considerations.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and life sciences","industry-healthtech","Medical affairs, regulatory affairs, or clinical operations consultants engaged on a retainer basis, requiring HIPAA-aligned confidentiality provisions and careful contractor classification under healthcare labor rules.",{"industry":451,"icon_asset_id":452,"specifics":453},"Construction and real estate","industry-construction","Project management, engineering, or property advisory consultants retained across multiple projects, with scope tied to project phases and IP assignment covering design documents and site analysis reports.",[455,457,461,465],{"vs":86,"vs_template_id":230,"summary":456},"An independent contractor agreement governs a single project with a fixed deliverable and end date — payment is typically milestone- or completion-based. A retainer consulting agreement establishes an ongoing monthly relationship with a recurring fee, availability reservation, and rollover or expiry rules for unused hours. Use a contractor agreement for defined project work and a retainer agreement for ongoing advisory or support relationships.",{"vs":458,"vs_template_id":459,"summary":460},"Consulting Agreement","consulting-agreement-D12714","A consulting agreement is a broader document covering any consulting engagement, including one-time projects. A retainer consulting agreement is a specialized form that adds monthly billing mechanics, overage rates, rollover policies, and auto-renewal terms specific to the retainer model. If the engagement is ongoing and funded by a recurring fee, the retainer form is the more precise instrument.",{"vs":462,"vs_template_id":463,"summary":464},"Service Level Agreement (SLA)","service-level-agreement-D13296","An SLA defines performance standards — response times, uptime commitments, resolution windows — for an ongoing service relationship. A retainer consulting agreement governs the commercial and legal terms of the relationship itself: fees, IP, confidentiality, and termination. The two documents are often used together, with the retainer agreement as the master contract and the SLA as an attached schedule.",{"vs":133,"vs_template_id":466,"summary":467},"advisory-board-member-agreement-D13321","An advisory board agreement engages a named individual as a formal company advisor — often compensated with equity, a nominal cash stipend, or both — for strategic guidance on an informal or periodic basis. A retainer consulting agreement is a commercial contract for regular, substantive services at a market-rate fee. Use an advisory agreement for equity-compensated mentors and board advisors; use a retainer agreement for paid professional services delivered consistently each month.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Domestic consultant engagements at standard market rates with clearly defined scope and a single jurisdiction","Free","20–30 minutes",{"best_for":474,"cost":475,"time":476},"High-value retainers above $5,000 per month, sensitive IP, or engagements spanning two jurisdictions","$200–$600 for a one-hour lawyer review","1–3 days",{"best_for":478,"cost":479,"time":480},"Cross-border arrangements, regulated industries, material non-compete requirements, or executive fractional roles with equity","$1,000–$3,500+","1–2 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Contractor classification is governed by IRS common-law rules and, in some states, the ABC test (California, Massachusetts, New Jersey). California's AB5 applies a strict presumption of employment — retainer consultants in California should be reviewed carefully against the ABC test's B prong, which requires work outside the client's usual course of business. Non-solicitation clauses are enforceable in most states but void in California post-employment outside narrow exceptions.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Provincial employment standards acts set out factors distinguishing employees from independent contractors — retainer arrangements with significant control elements may be reclassified. Quebec's Civil Code applies distinct rules from common-law provinces, and contracts with Quebec-based parties may require a French version under the Charter of the French Language. IP assignment clauses are generally enforceable but should explicitly address moral rights waiver under the Copyright Act.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","IR35 (off-payroll working rules) applies when a consultant operates through a personal service company — HMRC may deem the engagement a deemed employment for tax purposes based on the level of supervision and control. The agreement should include a Status Determination Statement if the client is a medium or large business. Post-engagement non-solicitation clauses are enforceable if reasonable in scope and duration, but non-compete restrictions for contractors face greater scrutiny than for employees.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","GDPR applies wherever the consultant processes personal data belonging to the client's customers or employees — a Data Processing Agreement or addendum is required in addition to the retainer contract. Member states vary on contractor classification: France's auto-entrepreneur regime and Germany's Scheinselbstständigkeit rules both impose risk of reclassification where economic dependence on a single client exceeds roughly 80% of income. Non-compete restrictions typically require financial compensation to be enforceable.",[230,252,503,504,252,240,244,505,506,507,508,509],"non-disclosure-agreement-nda-D12692","service-level-agreement-D778","sales-invoice-D383","service-agreement-D12711","general-non-compete-agreement-D882","intellectual-property-assignment-D5229","mutual-termination-of-contract-D513",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":110,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"services-and-consulting","agreement","consultants-and-contractors","all-stages",[517,518,519,520,521],"consulting","contract","retainer-agreement","services","independent-contractor",0.95,"\u003Ch2>What is a Retainer Consulting Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Retainer Consulting Agreement\u003C/strong> is a legally binding contract between a client and an independent consultant that establishes an ongoing service relationship funded by a recurring monthly fee. Rather than engaging a consultant for a single project with a fixed deliverable, the retainer model reserves the consultant's time and expertise across a defined scope of services each billing period. The agreement governs the monthly fee, overage billing, IP assignment, confidentiality, independent contractor status, and termination rights — replacing informal email arrangements with enforceable written obligations on both sides.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed retainer agreement, both parties are exposed in ways that typically surface only when the relationship deteriorates. The client has no enforceable claim over work product if the consultant walks away mid-project, no confidentiality protection for the business information shared during the engagement, and no clear basis to dispute inflated invoices. The consultant has no documented agreement on the monthly fee, no protection against a client who expands scope without paying overages, and no defined exit path if the relationship sours. A single undocumented retainer arrangement can result in an unpaid four-figure invoice, a disputed IP ownership claim, or a reclassification audit — any of which costs far more to resolve than the 20 minutes it takes to execute this template.\u003C/p>\n",1781185973210]