This agreement establishes an ongoing retainer between an independent freelancer and a client. The client reserves a monthly bank of the freelancer's hours at a predictable fee and gets priority access; the freelancer gets paid in advance and keeps the retainer from becoming unlimited on-call work.

1. Parties and services

Freelancer full name (the "Freelancer") will provide the following ongoing services to Client name (the "Client"): Retainer services description. Work outside this description — new project types, deliverables, or responsibilities — requires a separate agreement or a signed change order.

2. Hours bank

1. Each calendar month, the retainer includes up to Monthly included hours hours of the Freelancer's time (the "hours bank"), starting on Retainer start date.
2. Up to Rollover hours cap unused hours roll over into the following month only; hours beyond that cap expire and are not refunded, because the fee pays for reserved capacity, not just hours worked.
3. The Freelancer will send a brief usage summary each month showing hours used and hours remaining.

3. Fees and payment

1. The monthly retainer fee is Monthly retainer fee and currency, invoiced in advance at the start of each month and due within Payment term in days days.
2. Overdue amounts accrue interest at Monthly late interest rate per month or the maximum allowed by law, whichever is lower. If a retainer invoice is unpaid when a month begins, the Freelancer may pause all work, and the hours bank for that month still accrues.
3. Hours beyond the monthly bank are billed at Overage hourly rate per hour, invoiced at month end. The Freelancer will warn the Client before exceeding the bank and will not exceed it without approval.

4. Priority and response times

1. Retainer work is scheduled ahead of the Freelancer's non-retainer work. The Freelancer will respond to Client requests within Response time commitment during the Freelancer's normal working days.
2. Priority scheduling is not exclusivity or on-call availability: the Freelancer may serve other clients and observes their own working hours and published time off.

5. Term, pause, and termination

1. The retainer runs month to month from the start date. Either party may end it with Termination notice in days days' written notice; the retainer continues, and is payable, through the notice period.
2. The Client may pause the retainer once per calendar year for up to one month with two weeks' written notice. During a pause, no fee is due, no hours accrue, and the Freelancer may fill the capacity with other work.
3. Fees already paid are not refundable, and any rolled-over hours expire when the retainer ends.

6. Intellectual property

1. Upon full payment of all amounts due for the relevant month, the Freelancer assigns to the Client the rights in the final work product delivered that month. Until then, that work remains the Freelancer's property.
2. The Freelancer keeps ownership of pre-existing tools, templates, code libraries, and know-how, and grants the Client a non-exclusive license to use them as embedded in the deliverables. The Freelancer may show finished work in portfolios unless agreed otherwise in writing.

7. Confidentiality and independent contractor

1. Each party will keep the other's non-public business information confidential, use it only for this engagement, and honor this obligation for two years after the retainer ends.
2. The Freelancer is an independent contractor, not an employee, agent, or partner of the Client, controls how and where the services are performed, and is responsible for their own taxes, equipment, and insurance.

8. Liability and general

1. Neither party is liable for indirect or consequential damages, and each party's total liability is capped at the fees paid in the three months before the claim arose.
2. This agreement is the entire understanding about the retainer and can only be changed in a writing signed by both parties. If any clause is unenforceable, the rest remain in effect. Notices may be sent by email.

Signatures

Client: ✍ Client signature Date: Client signature date

Freelancer: ✍ Freelancer signature Date: Freelancer signature date