Retainer Agreement (US) by OLL
Retainer agreement for recurring monthly freelance or consulting services
RETAINER AGREEMENT
This Retainer Agreement (this "Agreement") is entered into and is effective as of [effective date] (the "Effective Date"), by and between [full legal name of the client], a [state of organization of the client] [entity type of the client], with a mailing address at [mailing address of the client] (the "Client"), and [full legal name of the provider], a [entity type or sole proprietor status of the provider], with a mailing address at [mailing address of the provider] (the "Provider"). The Client and the Provider are 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. If the work is genuinely a one-off project with a defined end point, a project or services agreement is a better fit than a retainer.
Recitals
A. The Client wishes to engage the Provider to supply the services described in Exhibit A on a recurring monthly basis.
B. The Provider operates an independent business, supplies similar services to other clients, and wishes to supply those services to the Client on the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.
1. DEFINITIONS
1.1 "Including" means including but not limited to, and "include" and "includes" are construed accordingly.
1.2 "Retainer Month" means each successive calendar month during the Term, beginning on the Effective Date.
1.3 "Retained Hours" means the number of hours of the Provider's time included in the Retainer Fee for each Retainer Month, as stated in Exhibit A.
1.4 "Overage Hours" means hours worked by the Provider in a Retainer Month in excess of the Retained Hours available for that Retainer Month, including any hours carried forward under Section 4.4.
1.5 "Services" means the services described in Exhibit A, together with any additional services the Parties agree in writing to add to Exhibit A.
1.6 "Work Product" means all deliverables, documents, designs, code, copy, images, data, and other materials that the Provider creates for the Client in the course of performing the Services.
1.7 "Provider Materials" means materials, tools, templates, frameworks, methods, and know-how that the Provider owned or developed before the Effective Date, or developed independently of this Agreement, and that the Provider uses in performing the Services.
Note: These definitions are kept deliberately short. Everything else that needs defining is defined where it is used, so there is only ever one place to look.
2. ENGAGEMENT AND SERVICES
2.1 Engagement. The Client engages the Provider, and the Provider accepts the engagement, to supply the Services during the Term on the terms of this Agreement.
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About this template
What is this template?
This document is a recurring service contract that establishes a monthly fee for a set number of hours. It contains specific options for rolling over unused hours and includes statutory notices required for individual contractors under federal and state law. It is not a project-based services agreement or an employment contract.
When should you use it?
Use this document when you are establishing an ongoing professional relationship with a monthly fee structure. Use a standard Service Agreement instead if the work has a single fixed deadline and no recurring monthly commitment.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | DEFINITIONS | Defines Retainer Month, Retained Hours, Overage Hours, and Work Product for use throughout the agreement. |
| 4 | RETAINER FEE, RETAINED HOURS AND OVERAGE | Specifies the monthly fee and provides options for unused hours to either expire or carry forward up to a [rollover cap in hours]. |
| 5 | INVOICING, PAYMENT AND RECORDS | Obliges the Client to pay undisputed invoices within [payment due days] and requires both parties to retain records for at least six years. |
| 6 | INDEPENDENT CONTRACTOR STATUS | Confirms the Provider is free from the Client's control and maintains a business location separate from the Client's premises. |
| 8 | CONFIDENTIALITY | Protects non-public information for [confidentiality survival years] and includes mandatory federal Defend Trade Secrets Act immunity notices. |
| 9 | INTELLECTUAL PROPERTY | Provides a present assignment of Work Product to the Client, conditional on payment of the relevant monthly Retainer Fee. |
| 13 | LIMITATION OF LIABILITY | Caps aggregate liability at the total fees paid in the preceding twelve months, excluding cases of fraud or intellectual property infringement. |
| 15 | TERMINATION AND WIND-DOWN | Permits termination for convenience on [termination notice days] and sets a [cure period days] for remediable material breaches. |
Who it's for
- a freelancer engaging a client for recurring monthly work rather than a one-off project
- a US business hiring independent contractors in states with freelance-payment statutes like New York or Illinois
- a service provider requiring a monthly retainer fee regardless of hours used by the client
- a consultant who needs to carve out existing tools or frameworks from an intellectual property assignment
How long it runs and how it's signed
Law it's drafted under
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