Retainer Agreement (UK) by OLL
Professional services retainer agreement for UK-based consultants and freelancers
RETAINER AGREEMENT
This Agreement is dated [date of this agreement].
Parties
(1) [full legal name of the client] of [registered or principal address of the client] (the "Client"); and
(2) [full legal name of the provider] of [registered or principal address of the provider] (the "Provider").
Each a "Party" and together the "Parties".
Note: A retainer agreement is used where a client engages a freelancer or consultant on a recurring monthly basis rather than for a single project. It fixes the legal terms once and sets a monthly fee for an agreed scope of work. Where the work is a one-off project with a defined end point, a project agreement suits it better.
Note: The Provider may be a sole trader, a partnership or a limited company. Where the Provider is a company, add its company number to the Parties block. Clause 6 and Schedule 2 deal with the tax consequences of each.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Deliverables" means the outputs the Provider is to deliver under this Agreement, as described in Schedule 1.
"Intellectual Property Rights" means copyright, rights in performances, database rights, design right, registered designs, patents, trade marks, rights in goodwill, rights in confidential information and know-how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for them, in any part of the world.
"Provider Materials" means materials, tools, templates, frameworks, methods and know-how that the Provider owned or developed before the date of this Agreement, or developed independently of it, and that the Provider uses in supplying the Services.
"Retained Hours" means the number of hours of the Provider's time included in the Retainer Fee for each Retainer Month, as stated in Schedule 1.
"Retainer Month" means each successive calendar month during the Term, beginning on the Start Date.
"Services" means the services described in Schedule 1, together with any further services the Parties agree in writing to add to Schedule 1.
"Work Product" means all Deliverables and all other materials the Provider creates for the Client in the course of supplying the Services.
1.2 Interpretation. A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. "Including" means including without limitation. Clause headings do not affect interpretation. A reference to writing includes email.
2. ENGAGEMENT AND SERVICES
2.1 Engagement. The Client engages the Provider, and the Provider agrees, to supply the Services during the Term on the terms of this Agreement.
2.2 Scope. The Services, the Deliverables and the value of each service are itemised in Schedule 1. The Provider is not obliged to carry out work outside that scope.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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