Retainer Agreement (US) by EasyLegalDocs
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:
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a services contract that creates an ongoing relationship rather than a one-off project delivery. It contains specific slots for monthly hours, reporting cadences, and expense reimbursement thresholds which are not typically found in simple fixed-price service contracts. It is not an employment agreement and explicitly disclaims employee benefits and tax withholding.
When should you use it?
Use this when engaging a specialist for continuous support or a recurring set of tasks over a multi-month period. If the work is for a single defined task with one final payment, use a Service Agreement or Statement of Work instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| DURATION OF AGREEMENT | DURATION OF AGREEMENT | The agreement runs from a specific Start Date until an End Date unless terminated earlier. |
| SCOPE OF SERVICES | SCOPE OF SERVICES | The Consultant performs defined deliverables including a specific number of Monthly Hours and a designated Key Deliverable by the Completion Date. |
| RETAINER FEE | RETAINER FEE | Company pays the Retainer Amount within a specified number of Payment Due Days after receiving the first-of-the-month invoice. |
| REIMBURSABLE EXPENSES | REIMBURSABLE EXPENSES | Expenses exceeding the Expense Threshold require pre-approval and must be submitted to a designated email address by the Expense Submission Deadline. |
| RELATIONSHIP OF PARTIES | RELATIONSHIP OF PARTIES | The Consultant is classified as an independent contractor rather than an employee, agent, or partner of the Company. |
| TERMINATION | TERMINATION | Parties may terminate for unremedied breach after a notice period or by providing a specific number of days' prior written notice. |
| DISPUTE RESOLUTION | DISPUTE RESOLUTION | Unresolved disputes after 30 days of negotiation are settled in state or federal courts located in a specific Court City. |
| OWNERSHIP OF WORK | OWNERSHIP OF WORK | The Company retains exclusive property rights to all work products created by the Consultant related to the services. |
| CONFIDENTIALITY | CONFIDENTIALITY | This obligation survives termination and requires the Consultant to protect information obtained during the term unless legal disclosure is required. |
Who it's for
- a professional consultant providing recurring monthly services to a US-based business
- a company securing a fixed number of monthly hours from a specialized service provider
- an independent contractor requiring reimbursement for project expenses over a specific threshold
- businesses establishing intellectual property ownership over work produced by external consultants
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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