Retainer Agreement - Free Legal Template
Updated 17 October 2025
This Retainer Agreement outlines the terms for a consultant to provide services to a company on a month-to-month basis. It details the scope of services, retainer fees, reimbursable expenses, and the independent contractor relationship between the parties. The agreement also includes clauses for termination, dispute resolution, confidentiality, and ownership of work.
RETAINER AGREEMENT
This Retainer Agreement (the "Agreement") is made and effective [effective date],
BETWEEN: | [consultant name], with an address of [consultant address] (hereinafter referred to as the “Consultant”) |
AND: | [company name], with its primary place of business located at [company address] (hereinafter referred to as the “Company”). Both Consultant and Company shall be collectively referred to as the "Parties." |
DURATION OF AGREEMENT
This Agreement commences on the Effective Date and will continue on a month-to-month basis. The Agreement will not automatically renew at the end of each term.
SCOPE OF SERVICES
The Consultant agrees to perform the following services ("Services"):
[service description 1]
[service description 2]
[service description 3]
[service description 4]
[service description 5]
[service description 6]
The Parties agree that the Services shall be completed by . In the event that circumstances arise that may require an extension or modification of the Services, the Parties shall engage in good-faith discussions to assess the situation and reach a mutually acceptable resolution.
Any changes to the scope, timeline, or deliverables of the Services shall be documented in writing and signed by both Parties as an addendum to this Agreement.
RETAINER FEE
The Consultant will invoice the Company for an amount of on the first day of each month, covering Services rendered and any pre-approved expenses from the prior month. The Company agrees to pay the invoice within days through .
REIMBURSABLE EXPENSES
The Consultant is entitled to reimbursement for all approved expenses incurred while providing the Services. Expenses exceeding must be pre-approved by the Company and supported by proof of payment or receipts.
Proof of payment or receipts should be submitted in the following format:
Receipts must be clear, legible, and itemized, showing the date of the expense, the name of the vendor, a description of the expense, and the amount paid.
Electronic copies (scanned or photographed) of paper receipts are acceptable, provided they are clear and complete.
For expenses paid electronically, such as online purchases, credit card statements or digital receipts are acceptable forms of proof.
Expense reports should be submitted to no later than for prompt processing and reimbursement.
RELATIONSHIP OF PARTIES
This Agreement establishes a retainer relationship, where the Consultant acts as an independent contractor. The Consultant shall not be considered an employee, agent, or partner of the Company. No other partnership is implied by this Agreement.
NON-EXCLUSIVITY
This Agreement is non-exclusive, allowing both Parties to engage in similar arrangements with other entities.
TERMINATION
This Agreement may be terminated:
Immediately, if either Party breaches the Agreement and fails to remedy the breach within days of receiving written notice of the breach from the non-breaching Party.
By providing days' prior written notice before the intended date of termination.
DISPUTE RESOLUTION
Any disputes arising from this Agreement shall be resolved through Arbitration/Mediation/Negotiation (circle one), governed by the laws of [governing law].
OWNERSHIP OF WORK
All work products created by the Consultant related to the Services shall be the exclusive property of the Company.
GOVERNING LAW
This Agreement is governed by the laws of [governing law].
CONFIDENTIALITY
The Consultant shall maintain the confidentiality of all information obtained during the term of this Agreement, unless legally required to disclose. This confidentiality obligation survives the termination of this Agreement.
SEVERABILITY
If any provision of this Agreement is deemed unenforceable, the remaining provisions shall continue in effect.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral agreements or understandings between the Parties relating to the subject matter.
AMENDMENTS
Any amendments to this Agreement must be in writing and signed by both Parties.
SIGNATURES
By signing below, the Parties agree to the terms and conditions outlined in this Agreement.
CONSULTANT | COMPANY |
Signed: _____________________________________________________ | Signed: _____________________________________________________ |
Print Name: [consultant name] | Print Name: [company name] |
Date: [date of consultant signature] | Date: [date of company rep signature] |
About this template
What is this template?
Retainer Agreement - Free Legal Template is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. Always review the final wording against the laws that apply where you live or do business.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.