Retainer Agreement
This Retainer Agreement is made on Effective date between Your name or business, of Your address (the "Provider"), and Client name, of Client address (the "Client").
1. Type of retainer
This is a work retainer. The monthly fee pays for a set number of hours of work each month (the "Monthly Hours"). It is not only a fee to keep the Provider available.
2. Services
The Provider will provide these services each month: Services you will provide each month.
These are not included: Work not included. The Provider will quote separately for work outside the services.
The Provider will do the work with reasonable skill and care, and in a professional manner.
3. Monthly Hours
- The fee covers up to Hours included each month hours of work in each calendar month.
- The Provider records time in units of 15 minutes.
- Each month, the Provider sends a short report of the work done and the hours used.
- The Provider tells the Client when 80% of the Monthly Hours are used.
4. Unused hours
- Up to Most unused hours that carry over unused hours carry over to the next month. Other unused hours expire at the end of the month.
- The Provider uses carried-over hours first. Carried-over hours expire at the end of the next month.
- Unused hours have no cash value. The Provider does not refund them, also when this agreement ends.
5. Extra hours
- The Provider will get the Client's approval, by email, before it works more than the Monthly Hours in a month.
- Approved extra hours cost Rate for extra hours per hour. The Provider invoices them at the end of the month in which it did the work.
- The Provider may refuse extra work that it cannot fit into its schedule.
6. Requests and response times
- The Client sends requests by email or through the project tool that the parties agree.
- The Provider will reply to each request within Response time for requests, on working days. A reply starts the work. It does not mean the work is finished.
- The parties agree the priority and the due date of each request. The Client will give the information and approvals the Provider needs, on time.
7. Fee and payment
The Client will pay the Provider Monthly retainer fee each month.
The Provider invoices the fee in advance, on day Day of the month you invoice of each month, for that month. If the agreement starts part way through a month, the first invoice is for a pro-rata part of the fee and the Monthly Hours.
The Client will pay each invoice within Days to pay an invoice days. Fees do not include taxes. The Client pays any sales tax, VAT, or GST that the law requires on the fees.
If the Client disputes part of an invoice, the Client will say so in writing within the payment period and pay the rest on time. If payment is more than 14 days late, the Provider may pause the work after written notice. Hours lost during a pause do not carry over.
The Provider may change the fee or the hourly rate once a year, with 60 days of written notice. If the Client does not accept the change, the Client may end this agreement on the date the change starts.
8. Term
This agreement starts on Start date. The minimum term is Minimum term (months) months. After the minimum term, it continues from month to month until a party ends it under section 9.
9. Ending the agreement
- Either party may end this agreement with Notice period (days) days of written notice. The notice can end the agreement no earlier than the last day of the minimum term.
- Either party may end it at once if the other party commits a serious breach and does not fix it within 14 days of written notice, or becomes insolvent.
- If the Client ends the agreement early without a reason under this section, the Client will pay the monthly fee for the rest of the minimum term.
- The Provider continues to work during the notice period. The Client pays the fee and approved extra hours up to the end date.
- When the agreement ends, the Provider delivers the paid work in progress, and each party returns or deletes the other party's confidential information.
10. Ownership
When the Client pays the invoice for a month, the Provider assigns to the Client all rights in the final deliverables made in that month.
The Provider keeps its tools, templates, know-how, and materials it owned before this agreement. If these are part of a deliverable, the Client gets a permanent, non-exclusive licence to use them with that deliverable.
The Provider may show the work in its portfolio unless the Client objects in writing.
11. Confidentiality
Each party will keep the other party's confidential information private and use it only for this agreement. This does not apply to information that is public, that the party already knew, or that the law requires it to disclose. This duty continues for 3 years after this agreement ends.
12. Liability
Neither party is liable for indirect or consequential loss, or for loss of profit. Each party's total liability under this agreement is limited to the fees paid or payable in the 12 months before the claim. These limits do not apply to fraud, to a breach of confidentiality, or to any liability that the law does not allow to be limited.
13. Independent contractor
The Provider is an independent contractor, not an employee, partner, or agent of the Client. The Provider decides how and when to do the work, uses its own equipment, may work for other clients, and pays its own taxes.
14. General
- This document is the whole agreement about the retainer. It replaces earlier discussions.
- A change to this agreement applies only when both parties agree to it in writing, including by email.
- Neither party may transfer this agreement without the other party's written consent.
- Neither party is liable for a delay caused by events outside its reasonable control.
- Notices must be in writing and sent to the addresses above or to an email address that a party gives for notices.
- This agreement may be signed electronically and in counterparts.
15. Governing law and disputes
The parties will first try to settle any dispute by talking in good faith for 30 days. This agreement is governed by the laws of Governing law (country or state), and the courts there will decide any dispute.
Signatures
Your name or business
Signature: ____________________________
Date: ______________
Client name
Signature: ____________________________
Date: ______________