Retainer Agreement (US) by EasyLegalDocs
Updated 30 July 2026
This Retainer Agreement is a template for engaging a consultant to provide specific services to a company. It outlines the duration of the agreement, the scope of services, retainer fees, reimbursable expenses, and the independent contractor relationship between the parties. The document also includes provisions for termination, dispute resolution, confidentiality, and governing law.
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 [Start Date] and will continue until [End Date], unless terminated earlier in accordance with this Agreement.
SCOPE OF SERVICES
The Consultant agrees to perform the following services ("Services"):
Scope drafting tip: Use clear, verifiable items (deliverables, milestones, hours, reporting). You can leave unused items blank.
[Service 1]
[Service 2]
[Service 3]
[Service 4]
[Service 5]
[Service 6]
Hours included per month: [Monthly Hours] hours
Location/mode of services (e.g., remote/onsite): [Service Location]
Reporting cadence (e.g., weekly status email): [Reporting Cadence]
Key deliverable: [Key Deliverable]
Milestone: [Milestone Description] due by [Milestone Due Date]
The Parties agree that the Services shall be completed by [Completion Date]. 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 [Retainer Amount] 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 [Payment Due Days] days through [Payment Method].
REIMBURSABLE EXPENSES
The Consultant is entitled to reimbursement for all approved expenses incurred while providing the Services. Expenses exceeding [Expense Threshold] 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 [Expense Submission Email] no later than [Expense Submission Deadline] 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 [Breach Remedy Period] days of receiving written notice of the breach from the non-breaching Party.
By providing [Termination Notice Period] days' prior written notice before the intended date of termination.
DISPUTE RESOLUTION
Any disputes arising from this Agreement shall first be addressed through good-faith negotiation. If not resolved within 30 days, such disputes shall be resolved in the state or federal courts located in [Court City], [Court State], and shall be governed by the laws of [Governing Law State].
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 State].
Governing Law (U.S.): Choose a specific U.S. state or territory (e.g., "California", "New York", "Texas"). Contract law is state-based in the United States.
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 |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
_____________________________ | _____________________________ |
About this template
What is this template?
Retainer Agreement (US) by EasyLegalDocs is a free, ready-to-use Service Agreements 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 Service Agreements 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. This version is drafted with United States of America in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Service Agreements 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.