Retainer Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Retainer Agreement

This Retainer Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{date}} day of {{month}}, {{year}},

BETWEEN:

{{client_company_name}}, with its principal place of business at {{client_company_address}} (hereinafter referred to as the “Client”),

AND

{{service_provider_company_name}}, with its principal place of business at {{service_provider_company_address}} (hereinafter referred to as the “Service Provider”).

Collectively referred to as the “Parties” and individually as a “Party”.

1. Scope of Services

The Service Provider agrees to provide the following services to the Client (hereinafter referred to as the “Services”):

{{detailed_description_of_services}}

The specific tasks and deliverables within the scope of these Services shall be mutually agreed upon by the Parties from time to time and documented in separate work orders or statements of work, which shall be attached hereto as schedules.

2. Retainer Fee and Payment Terms

2.1. In consideration for the Services, the Client shall pay the Service Provider a non-refundable retainer fee of {{currency}} {{retainer_amount}} ({{retainer_amount_words}}) per {{payment_frequency}}.

2.2. The retainer fee is due and payable on or before the {{payment_due_date}} of each {{payment_frequency}}.

2.3. Any additional services requested by the Client outside the scope of this Agreement will be billed at an hourly rate of {{currency}} {{hourly_rate}} or as otherwise agreed upon in writing.

2.4. Invoices shall be submitted by the Service Provider to the Client on a {{invoicing_cycle}} basis and are payable within {{payment_terms_days}} days of the invoice date.

3. Term and Termination

3.1. This Agreement shall commence on {{start_date}} and shall continue until terminated by either Party in accordance with the provisions herein.

3.2. Either Party may terminate this Agreement by providing {{notice_period}} days’ written notice to the other Party.

3.3. Upon termination, the Client shall pay the Service Provider for all Services rendered and expenses incurred up to the date of termination. Any unutilised portion of the retainer fee, less any outstanding amounts, shall be refunded to the Client within {{refund_days}} days of termination.

4. Confidentiality

Both Parties agree to keep confidential all non-public information, including but not limited to business plans, financial information, client data, and proprietary information, disclosed during the term of this Agreement. This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

5. Intellectual Property

Unless otherwise agreed in writing, all intellectual property rights arising from the Services rendered by the Service Provider under this Agreement shall belong to {{intellectual_property_owner}}.

6. Indemnification

Each Party agrees to indemnify and hold harmless the other Party, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with any breach of this Agreement or any negligent or wilful act or omission by the indemnifying Party.

7. Limitation of Liability

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, arising out of or in connection with this Agreement, even if advised of the possibility of such damages. The total liability of the Service Provider under this Agreement shall not exceed the total amount of fees paid by the Client to the Service Provider hereunder during the {{liability_period}}.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governance}}. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by amicable negotiation between the Parties. If the Parties are unable to reach an amicable settlement within {{negotiation_period_days}} days, the dispute shall be referred to arbitration in {{arbitration_location}} in accordance with the rules of the {{arbitration_body}}.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOR THE CLIENT:

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Signature: _________________________

Date: _________________________

FOR THE SERVICE PROVIDER:

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Signature: _________________________

Date: _________________________