Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
RETAINER AGREEMENT
This Retainer Agreement ("Agreement") is made and entered into on this {{date}} day of {{month}}, {{year}}, by and between:
{{company_name}}, a company duly registered under the laws of {{country}}, with its principal place of business at {{company_address}} (hereinafter referred to as "the Company"); and
{{contractor_name}}, an individual/entity with identification number {{contractor_id_number}} (or company registration number {{contractor_reg_number}}), residing at/with its principal place of business at {{contractor_address}} (hereinafter referred to as "the Contractor").
The Company and the Contractor shall collectively be referred to as "the Parties" and individually as "Party".
1. ENGAGEMENT AND SERVICES
1.1. The Company hereby engages the Contractor to provide the following services (the "Services"): {{description_of_services}}.
1.2. The Contractor agrees to provide the Services diligently, professionally, and in accordance with the best industry practices.
1.3. The Contractor's services shall commence on {{start_date}} and continue until {{end_date}} or until terminated in accordance with the provisions of this Agreement.
2. RETAINER FEE AND PAYMENT TERMS
2.1. In consideration for the Services, the Company shall pay the Contractor a non-refundable retainer fee of {{currency}} {{retainer_amount}} ({{retainer_amount_words}}) per {{payment_period}} (e.g., month, quarter) (the "Retainer Fee").
2.2. The Retainer Fee shall be paid on or before the {{payment_day}} day of each {{payment_period}}.
2.3. All payments shall be made via {{payment_method}} to the Contractor's nominated bank account: {{bank_name}}, Account Name: {{account_name}}, Account Number: {{account_number}}, Branch Code: {{branch_code}}.
2.4. In addition to the Retainer Fee, the Company shall reimburse the Contractor for all pre-approved, reasonable, and necessary out-of-pocket expenses incurred in the performance of the Services, provided such expenses are supported by proper invoices or receipts.
3. SCOPE OF WORK AND DELIVERABLES
3.1. The specific scope of work for the Services shall be further defined in Statement(s) of Work (SOWs) attached hereto as Schedule A, or as mutually agreed upon in writing by both Parties from time to time.
3.2. Deliverables, if any, shall be as specified in the relevant SOW and shall be provided in a timely manner. Specific deliverables include: {{list_of_deliverables}}
4. INDEPENDENT CONTRACTOR RELATIONSHIP
4.1. The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Company. This Agreement does not create an employer-employee relationship.
4.2. The Contractor shall be solely responsible for all its taxes, including income tax, value-added tax (VAT), and any other statutory contributions.
4.3. The Contractor shall have no authority to bind the Company to any obligations or agreements without express written consent from the Company.
5. CONFIDENTIALITY
5.1. The Contractor acknowledges that in the course of providing the Services, it may obtain confidential information concerning the Company’s business, operations, and clients.
5.2. The Contractor agrees to keep all such confidential information strictly confidential and not to disclose it to any third party or use it for any purpose other than for the performance of the Services, both during and after the term of this Agreement.
6. INTELLECTUAL PROPERTY
6.1. All intellectual property rights, including but not limited to copyrights, trademarks, and patents, arising from the Services and any deliverables created by the Contractor for the Company under this Agreement shall exclusively belong to the Company.
7. TERMINATION
7.1. Either Party may terminate this Agreement by giving {{notice_period}} days/weeks/months written notice to the other Party.
7.2. Notwithstanding clause 7.1, the Company may terminate this Agreement immediately upon written notice if the Contractor breaches any material term of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice from the Company.
7.3. Upon termination, the Company shall pay the Contractor for all Services rendered and approved expenses incurred up to the date of termination. The Retainer Fee for the current period will not be refunded.
8. GOVERNING LAW AND JURISDICTION
8.1. This Agreement shall be governed by and construed in accordance with the laws of {{country}}.
8.2. The Parties agree to submit to the exclusive jurisdiction of the courts of {{city}}, {{country}} for the resolution of any disputes arising out of or in connection with this Agreement.
9. ENTIRE AGREEMENT
9.1. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
9.2. Any amendment or modification to this Agreement must be in writing and signed by both Parties.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.
___________________________
For: {{company_name}}
Name: {{company_representative_name}}
Title: {{company_representative_title}}
Date: {{signature_date}}
___________________________
For: {{contractor_name}}
Name: {{contractor_representative_name}}
Title: {{contractor_representative_title}}
Date: {{signature_date}}
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