Or, download the standard PDF template.
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.
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.
A monthly retainer contract is going to benefit you for five main reasons:
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.
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.
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.
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.
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.
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.
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.
Below you can find our retainer agreement sample, which will give you an example of what the document will look like.
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.
Choose our specialized contract template, or start with a blank template. Add your client name, project name, preferred currency.
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.
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.
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.
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.
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.
This Contract is between Sample Client (the "Client") and John Doe (the "").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the to do the following: The Consultant will assist the Client with specialized services.
1.2 Schedule. The will begin work on August 22, 2020 and the work is ongoing. This Contract can be ended by either Client or at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the a rate of $8,000.00 (USD) per month. Of this, the Client will pay the $1,000.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the 's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The will invoice the Client monthly. 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 5.0% per month on the outstanding amount.
1.6 Support. The will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The hereby gives the Client this work product once the Client pays for it in full. This means the is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 's Use Of Work Product. Once the gives the work product to the Client, the does not have any rights to it, except those that the Client explicitly gives the here. The Client gives the Contractor permission to use the work product as part of the Contractor's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor's work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 's Help Securing Ownership. In the future, the Client may need the 's help to show that the Client owns the work product or to complete the transfer. The agrees to help with that. For example, the may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the , the agrees that the Client can act on the 's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the after spending reasonable effort trying to do so, the hereby irrevocably designates and appoints the Client as the 's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the and on the 's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 's IP That Is Not Work Product. During the course of this project, the might use intellectual property that the owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The is not giving the Client this background IP. But, as part of the Contract, the is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The cannot take back this grant, and this grant does not end when the Contract is over.
2.5 's Right To Use Client IP. The may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the to build a website, the may have to use the Client’s logo. The Client agrees to let the use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the 's job. Beyond that, the Client is not giving the any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the asks for permission beforehand and the Client agrees to it in writing. If the uses employees or subcontractors, the must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the puts out a general ad and someone who happened to work for the Client responds. In that case, the may hire that candidate. The promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 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.
5.3 Has Right To Give Client Work Product. The promises that it owns the work product, that the 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 uses employees or subcontractors, the also promises that these employees and subcontractors have signed contracts with the giving the any rights that the employees or subcontractors have related to the 's background IP and work product.
5.4 Will Comply With Laws. The 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.
5.5 Work Product Does Not Infringe. The promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the 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 has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the if the has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the . 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 11.4. The must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the for the work done up until when the Contract ends and will reimburse the for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the as an independent contractor. The following statements accurately reflect their relationship:
- The 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 is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the with any training.- The Client and the do not have a partnership or employer-employee relationship.- The cannot enter into contracts, make promises, or act on behalf of the Client.- The is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The 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 or any of the 's employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the 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 promises to treat this information as if it is the 's own confidential information. The may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the use a customer list to send out a newsletter, the cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the written permission to use the information for another purpose, the may use the information for that purpose, as well. When this Contract ends, the must give back or destroy all confidential information, and confirm that it has done so. The promises that it will not share confidential information with a third party, unless the Client gives the written permission first. The must continue to follow these obligations, even after the Contract ends. The 's responsibilities only stop if the can show any of the following: (i) that the information was already public when the came across it; (ii) the information became public after the came across it, but not because of anything the did or didn’t do; (iii) the already knew the information when the came across it and the didn’t have any obligation to keep it secret; (iv) a third party provided the with the information without requiring that the keep it a secret; or (v) the created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the each have access to confidential information that belongs to third parties. The Client and the 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 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.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the or both. For example, if the Client gets sued for something that the did, then the may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the agrees to indemnify the Client (and its affiliates and its 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 has done under this Contract; (ii) a breach by the of its obligations under this Contract; or (iii) a breach by the of the promises it is making in Section 5 (Representations).
10.3 Indemnity. In this Contract, the Client agrees to indemnify the (and its affiliates and its 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.
11.1 Assignment. This Contract applies only to the Client and the . The cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the 's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 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.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the 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.
(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.
11.5 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.
11.6 Signatures. The Client and the must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of Alaska govern the rights and obligations of the Client and the under this Contract, without regard to conflict of law principles of that state.
11.8 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.
All our templates are legally vetted, and can be signed electronically.
Or, download the non-editable PDF version.