Retainer Agreement (Free Sample)

This Retainer Agreement (“Agreement”) is being made between [Consultant Name] (“Consultant”) located at [Street Address, City, State] and [Company Name] (“Company”) located at [Street Address, City, State] on [Month DD, 20YY].  [Consultant Name] and [Company Name] may also be referred to as “Party” or together as the “Parties”.  This Agreement will become effective on [Month DD, 20YY] (“Effective Date”).

IN CONSIDERATION OF the Consultant providing their expertise and services, and the Company receiving and providing compensation for the expertise and services, the Parties agree to the following: 

1. 1.  Services

The Consultant agrees to perform the following services (“Services”) for the Company:

1. a.  Consultant will…
2. b.  Consultant will…
3. c.  Consultant will….

1. 2.  Retainer

The Consultant will invoice the Company $[XXX.XX] ([number] dollars) on the first day of every month for all Services performed and all pre-approved expenses incurred during the previous month.  The Company must pay the invoice within fourteen (14) calendar days.  Payments must be sent via electronic payment or check to:

1. 3.  Expenses

The Consultant is entitled to reimbursement for all reasonable and necessary expenses incurred in providing the Services. The Company must pre-approve all expenses/all expenses over $XX.00 ([number] dollars).  The Consultant must include proof and receipts for all reimbursable expenses.

1. 4.  Term and Termination
2. a.  Term.  This Agreement will begin on the Effective Date and will continue on a month-to-month basis. 
3. b.  Termination.
4. i. Either Party may terminate this Agreement at any time by providing the other Party with a thirty (30) day written notice.
5. ii. The Consultant may terminate this Agreement immediately at any time if the Company fails to pay for the Services or breaches any other material term of this Agreement.
6. iii. The Company may terminate this Agreement immediately at any time if the Consultant fails to provide the Services or breaches any other material term of this Agreement.

1. 5.  Relationship of the Parties
2. a.  No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement.  The Parties agree they are free to enter into other similar agreements with other parties.  The Consultant agrees they will not enter into any agreements that conflict with their obligations under this Agreement.
3. b.  Independent Contractor. The Consultant is an independent contractor.  Neither Party is an agent, representative, partner, or employee of the other Party.
4. c.  Ownership.  All work product created by the Consultant in connection with performing the Services is the exclusive property of the Company.

1. 6.  Confidentiality

The Consultant understands they may have access to the Company’s confidential information.  The Consultant agrees to use the Company’s confidential information solely for the purpose of performing the Services.  The Consultant agrees not to share the Company’s confidential information with anyone else unless they are required to by law.  The Consultant’s obligation to maintain confidentiality will survive termination of this Agreement and will remain in effect indefinitely.

1. 7.  Dispute Resolution
2. a.  Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
3. b.  Mediation or Binding Arbitration. If talking it over doesn’t go well, either Party may initiate mediation or binding arbitration in the State of [State].
4. c.  Litigation and Choice of Law. If litigation is necessary, this Agreement will be interpreted based on the laws of the State of [State], regardless of any conflict of law issues that may arise.  The Parties agree the dispute will be resolved at a court of competent jurisdiction in the State of [State].
5. d.  Attorney’s Fees. The prevailing party, also known as the winner, will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.

1. 8.  General
2. a.  Amendments.  This Agreement may be modified as needed.  To make a modification, the Parties have to agree to the modification in writing in the form of an amendment.  The terms of this Agreement will apply to any amendment made unless otherwise stated in the amendment.
3. b.  Assignment.  The Parties may not assign the responsibilities they have under this Agreement to anyone else.  The Consultant is irreplaceable.
4. c.  Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties.  Any subsequent changes to this Agreement must be made in writing and signed by both Parties.
5. d.  Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.
6. e.  Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.

1. 9.  Notices

All notices under this Agreement must be sent by email with read receipt, or by certified or registered snail mail with return receipt requested.

Notices must be sent to:

[Remainder of this page intentionally left blank.  Signature page follows.]

Let’s Shake Hands

Ink (blue or black, please) is the official handshake of business.  By signing below, the Parties agree to the terms of this Agreement.

[Consultant Name]

Signed:         ___________________

Name:              ___________________

Title:                ___________________

Date:                ___________________

[Company Name]

Signed:            ___________________

Name:              ___________________

Title:                ___________________

Date:                ___________________