Free Retainer Agreement Template

RETAINER AGREEMENT

This Retainer Agreement is made on [DATE] between [CONSULTANT / FREELANCER NAME] ("Provider") and [CLIENT NAME] ("Client").

1. SERVICES. Provider will provide the following ongoing services: [DESCRIBE, e.g., content writing, marketing strategy, development support], as detailed in Schedule A.

2. MONTHLY RETAINER. Client will pay [AMOUNT] per month in advance, due on the [1st] of each month. The retainer covers up to [NUMBER] hours of Services per month [or: the deliverables listed in Schedule A].

3. ADDITIONAL WORK. Work beyond the included hours or deliverables is billed at [$ per hour], only with Client's prior written approval, and invoiced monthly in arrears.

4. UNUSED HOURS. Up to [NUMBER] unused hours may roll over to the next month only; any other unused hours expire at month end. [Alternative: unused hours do not roll over, because the retainer reserves Provider's availability.]

5. RESPONSE TIMES. Provider will respond to requests within [1] business day and schedule work in a monthly planning call. Urgent same-day requests are subject to availability and may be billed at [RUSH RATE].

6. OUT-OF-SCOPE WORK. Services not listed in Schedule A, such as [EXAMPLES], will be quoted separately.

7. REPORTING. Provider will send a monthly summary of hours used and work completed.

8. PAYMENT AND SUSPENSION. Late payments accrue [1]% per month or the maximum allowed by law, if lower. Provider may suspend Services while any payment is more than [10] days overdue.

9. OWNERSHIP. On payment for each month, Client owns the deliverables created in that month. Provider retains its pre-existing materials, tools and general know-how.

10. TERM AND TERMINATION. This Agreement starts on [DATE] and continues month to month [or: for an initial term of [NUMBER] months, then month to month]. Either party may end it with [30] days' written notice. Fees are due for the notice period.

11. INDEPENDENT CONTRACTOR. Provider is an independent contractor, controls how the work is done and may work for other clients.

12. LIABILITY. Provider's total liability is limited to fees paid in the [3] months before the claim.

13. GOVERNING LAW. This Agreement is governed by the laws of [STATE].


GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

SCHEDULE A: Included services and deliverables: [LIST]

PROVIDER: _____________________  Date: __________
CLIENT: _______________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.