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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free Monthly Retainer Contract Template

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

What is a retainer contract?

A retainer contract is an employment agreement based on set hours and predetermined rates. It’s needed when a client wants to hire an independent contractor or freelancer for a set amount of hours, usually per month. The service provider will always be paid the agreed hours, whether or not they are fully met by the end date of the retainer contract.

If you plan on having more than one client, you’ll also want to set up a retainer agreement template. This is basically a draft version of your retainer agreement and preloaded with all the terms and conditions that are your must-haves for every job.

Note: Need a retainer contract now? Sign up today with Bonsai and start creating your own personal retainer agreement template for free.

What is a monthly retainer contract?

Where a retainer agreement or contract can be for any specified date, a monthly retainer contract is for a set amount of hours over a period of a month's time. This allows a lot of flexibility for both parties, as every month can be renegotiated and the set hours can be changed based on the projects involved.

Whether you’re a graphic design retainer or a consultant retainer, a monthly contract is perfect when you want flexibility with security on a short-term basis.

Why you need a monthly retainer contract and template

A monthly retainer contract is going to benefit you for five main reasons:

  1. It helps to control workflow
  2. It improves your cash flow
  3. It reduces any potential conflict between both parties
  4. It helps to eliminate any misunderstandings
  5. It will help to boost your negotiation skills

Because you’re being contracted to work a set amount of hours and being paid a set amount each month, there’s a lot of flexibility involved with your monthly retainer arrangement. The client is guaranteed the independent contractors time and skills, while the independent contractor is guaranteed cash flow.

A monthly agreement of this type is fundamental in establishing communication and outlining key tasks and projects needed to be completed. Because the client has to be aware of the projects at hand each month, communicating with the independent contractor becomes easy and efficient. This will help to eliminate any conflict and misunderstandings while helping to secure your partnership together for the future.

Also, because of the nature of a monthly retainer agreement, a new one will have to be regularly negotiated. If you plan on having a freelancing career, knowing how to negotiate is going to be a key skill to master. By doing it each month, you’ll be consistently honing and improving this skill.

What should be included in a monthly retainer agreement contract?

Detailed descriptions of the work

All your retainer agreements will need a section that outlines the work and services you provide. The descriptions of the work may change with every monthly retainer agreement, so it’s important to be as detailed as possible and only list key responsibilities that apply for that month.

No retainer wants to jeopardise their future work with a client, so being clear and detailed about your responsibilities will also have you meeting deadlines and keeping your client happy.

Timeline for deliverables

Give a timeline or scope of delivery for all tasks and projects for the month — both parties will need to decide what these are to determine any deadlines. The client can use this to plan the retainer model for any future work they’ll need to do.

Payment details

This section will outline what the client pays and when. This can include your retainer or monthly fee, your hourly rate if you go over the set amount of hours, the advance payment, any reasonable attorneys fees that you may have to pay, and any other expenses incurred.

You and your client may want to come to an agreement on any performance-related payments, which can work as an incentive to get the work completed faster.

Copyright and IP (intellectual property)

It’s always a good idea to include a section on any intellectual property and copyright pertaining to the work you produce. This can include permission to use the work for your portfolio after it’s completed and handed over.


Any non-disclosure agreements (NDA’s) and non-compete clauses will need to be included here. These are important for both parties so that any confidential information, such as personal details or social security numbers are legally protected to remain private.

Depending on the state or country you’re in, you should always seek legal advice for any applicable or governing laws that may affect an NDA or non-compete agreement.

Termination of contract

Even a monthly retainer agreement needs a termination clause. This will usually become effective on a specific date and is agreed upon by the two parties involved. The termination of this agreement isn’t always the end of your working relationship together, however, for legal reasons you’ll need to end the contract after the month is up.

You should also include any reasons why the contract may terminate early, and if written notice is needed.

Other factors

Determining any other factors involved will always be dependent on the type of work you do and the project involved. This could be around access to tools, liability waivers, or even a specific section around expenses incurred — anything you believe to be necessary to protect your rights.

Freelance retainer agreement template sample

Below you can find our retainer agreement sample, which will give you an example of what the document will look like.

What's the benefit of using Bonsai, instead of creating a template yourself?

There's a lot of paperwork that goes into creating your own retainer agreement template. There's time, effort, and even legal fees involved to make sure it's a verified contract. With Bonsai’s retainer agreement template, all the necessary information is there, right off the bat, for retainers to get a fair agreement. It’s also completely vetted by other professionals and legal experts, so you won’t have to spend additional money legally verifying your contract.

How to create a monthly retainer contract with Bonsai

1. Select Your Template

Choose our specialized contract template, or start with a blank template. Add your client name, project name, preferred currency.

2. Add Your Basic Info

Next, fill in your basic information. This includes your location (country and state/province), your legal entity (if you operate via an LLC), and your client’s legal name (company or person), and contact details.

3. Add Your Scope of Work

Describe the scope of work in as much detail as possible. You can also attach a separate statement of work file here if you wish.

4. Add Your Payment Info

Determine how, and how much, your client will pay you for your services here. You can choose from a flat fee, milestone payments, or hourly, daily, weekly, monthly or per-word rates.

You can also outline payment terms (net 15 days for invoices, for example), late fees, and contract start and end dates here.

5. Review & Sign Your Final Contract

You’re ready to review your fully fleshed-out and vetted retainer agreement. If you want to make any edits to the template, you can do it at this stage.

And if you’re happy with the finished contract, you can click “SIGN CONTRACT” to e-sign it with legally binding electronic signatures from both parties.

As we said, it’s simple! Now you can return to your Freelance Dashboard to track when the contract has been delivered, opened, and signed.

Retainer contract FAQs

What is a retainer fee?

A retainer fee is simply an amount of money that an independent contractor will charge their client upfront. It’s an advance payment that helps to secure the services of the retainer for the client. It’s separate from the total amount charged at the end of the contract or project, and in some cases, partially refunded if the services end up costing less.

Note: Ready to create your own retainer contract? Sign up and get started with Bonsai today

Frequently Asked Questions

Questions about this template.

How does a monthly retainer work?

Being on a monthly retainer means a client will pay you advanced monthly payments. This is to ensure they acquire your services for future use.

Is a retainer fee refundable?

No, they are non-refundable. This is unless otherwise stated in your contract.

Is there a free retainer contract template?

Try Bonsai's free professional monthly retainer contract templates to kickstart a client relationship. Our templates are easily customizable, look professional, and are reviewed by lawyers (so you'll be covered).