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Home/Templates/Hiring agreements & offer letters/Retainer agreement
Signable template

Retainer agreement

A monthly retainer agreement for ongoing professional services with a fee, an hours ceiling, rollover rules, and renewal and termination terms. Use it to reserve recurring capacity with a provider.

  • Made forEmployers
  • Reading time~3 min
  • What's includedFillable fields, signature blocks, and e-signature delivery through Diiirect.
Use this templateSign in or create a free account to customize and send for e-signature.

The template

This agreement establishes an ongoing monthly retainer under which a service provider reserves capacity for a client. It defines the retained services, the monthly fee and hours ceiling, how unused hours roll over, and how the retainer renews or ends.

1. Parties and purpose

Client company name (the "Client") retains Provider full name (the "Provider") for ongoing professional services starting on Retainer start date.

2. Retained services

The retainer covers the following services: Retained services description. Work outside this description requires prior written agreement between the parties. The Provider will assign consistent people to the account where practical and will tell the Client promptly if their availability changes. Routine requests are handled during the Provider's normal working hours; the parties may record target response times for different request types in writing.

3. Monthly fee and hours ceiling

  1. The Client pays a monthly retainer fee of Monthly retainer fee and currency, invoiced at the start of each month.
  2. The fee covers up to Monthly hours ceiling hours of retained services per month (the "ceiling").
  3. The Provider will track hours and alert the Client when usage reaches roughly three quarters of the ceiling. Hours are billed in reasonable increments, and each monthly invoice includes a usage summary.
  4. Undisputed invoices are payable within Payment terms in days days of receipt.

4. Rollover of unused hours

  1. Unused hours roll over to the following month, up to a maximum of Rollover cap in hours accumulated rollover hours.
  2. Rollover hours are drawn after the current month's hours and expire without refund when the retainer ends.
  3. The ceiling and rollover exist to keep capacity predictable; they are not a guarantee that all hours will be used, and unused hours have no cash value beyond the rollover described in this section.

5. Work above the ceiling

Work beyond the ceiling and available rollover hours happens only with the Client's prior written approval, at an overage rate of Overage hourly rate per hour, invoiced together with the next monthly invoice. Emergency or out-of-hours requests count against the ceiling in the same way unless the parties agree a different arrangement in writing.

6. Renewal

The retainer renews automatically month to month. Either party may propose an adjusted fee or ceiling for a future month by giving written notice at least Renewal notice period in days days before that month begins; if the parties do not agree on the adjusted terms, the retainer ends when the notice period expires.

7. Termination

  1. Either party may end the retainer with Termination notice period in days days' written notice.
  2. Either party may end it immediately for a material breach that is not cured within a reasonable period after written notice.
  3. On termination, the Client pays for the current month and any approved overage work, the Provider hands over work in progress, and any prepaid, unused full months are refunded.
  4. Termination does not affect rights that accrued before the effective end date.

8. Status and general terms

  1. The Provider is an independent contractor responsible for their own taxes, insurance, and statutory contributions; this agreement creates no employment, agency, or partnership relationship.
  2. Each party keeps the other's non-public information confidential and uses it only for this engagement; this obligation survives the agreement.
  3. Deliverables created under the retainer are assigned to the Client once the month they were produced in is paid; the Provider retains pre-existing materials and grants the Client a non-exclusive, perpetual license to any embedded in deliverables.
  4. This agreement is the entire understanding between the parties on its subject and may be changed only in a writing signed by both parties.

Signatures

Provider: ✍ Provider signature Date: Provider signature date

For the Client: ✍ Client signature Date: Client signature date

Highlighted fields are filled in when you customize and send this document on Diiirect.

Not legal advice

This template is provided for general informational purposes only and is not legal advice. Laws differ by jurisdiction and change over time — have a qualified professional review any document before you rely on it.

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