Professional Services Retainer Agreement

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Many businesses employ a professional services retainer agreement to attract and keep clients informed and to produce recurring auto-bill income. These are thoroughly used across the legal industry to engage prospective clients and assure new predictable income streams.

This article will walk you through these questions and help you better understand what they represent. Below you will find information regarding

  1. What retainer agreements of professional services are
  2. Benefits of retainer agreements
  3. Key elements of these agreements
  4. Some FAQs you should know


Understanding the Professional Services Retainer agreement

Service providers and clients must be on the same page to maintain a fruitful relationship. Therefore, they should clearly express their relationship in an easy-to-understand, easier-to-address document outlining what the parties can expect. Essentially, a professional services retainer agreement fills that role.


What is a professional services retainer agreement?

A retainer agreement of professional services is a legal document that depicts and defines the relationship that a client has with a professional service provider. It sets the nature of the relationship between the two parties, which includes deliverables, responsibilities, and most importantly monetary considerations and schedule of payments.

It provides the scope of services that a client can expect from a service provider and the amount that the client is expected to pay monthly/annually. This eventually helps both parties reduce the chances of misunderstandings and ensure expectations are set. As the scope of error is reduced, it is no wonder that different consultancies have their own retainer agreements to send to clients.


What should be included in a professional service retainer agreement?

The letter should include the following:

  1. Scope of Services: Clearly outline the services that will be provided, including any limitations or exclusions.
  2. Timing: Specify the expected timing of the engagement, including key milestones and deadlines.
  3. Fees: Include a detailed breakdown of the fees for the services provided, as well as any billing arrangements, payment terms, and expenses.
  4. Confidentiality: Address the handling of confidential information and data protection requirements.
  5. Responsibilities: Clearly outline the roles and responsibilities of both the service provider and the client.
  6. Termination: Specify the conditions under which either party may terminate the engagement.
  7. Dispute Resolution: Outline the process for resolving disputes that may arise during the engagement.
  8. Governing Law: Specify the governing law that will apply to the engagement.
  9. Signatures: Include signature lines for both the service provider and the client to acknowledge and agree to the terms of the engagement.

It's important to note that the specific content and language of a professional service retainer agreement may vary depending on the nature of the services being provided and the particular circumstances of the engagement.


Benefits of a professional services retainer agreement

A professional services retainer agreement can provide several benefits to both the service provider and the client. Here are a few examples:

  1. Clarity: A well-written retainer agreement can help ensure that both parties have a clear understanding of the scope of services, timing, fees, and responsibilities, reducing the risk of misunderstandings or disagreements later on.
  2. Protection: The retainer agreement can help protect both parties from liability by clearly outlining the terms and conditions of the engagement and the responsibilities of each party.
  3. Professionalism: The use of an retainer agreement demonstrates a professional approach to the engagement, which can help build trust and establish a positive relationship between the service provider and the client. It also depicts that a premium-price service is being provided, not just an hourly service.
  4. Communication: The retainer agreement can serve as a valuable communication tool, helping ensure that both parties are on the same page and that any issues or concerns are addressed in a timely manner.
  5. Legal Compliance: A retainer agreement can help ensure that the engagement complies with any relevant legal and regulatory requirements, such as data protection, confidentiality, and professional conduct standards.


Why is a professional services retainer agreement important?

Such a letter is important in the legal industry because it outlines the responsibilities and expectations of the parties, as well as the duration of the engagement and the fees required to be paid on an agreed upon cadence. This understanding can reduce potential lawsuits and is predicated on trust. It also helps to outline and define the scope of services so that all parties are on the same page.

Since it protects the interest of both parties and helps avoid disputes, it is instrumental in establishing a professional relationship. It not only strengthens current relationships but helps build new bridges.


Who uses a professional services invoice template and why?

The following personnel uses these retainers:

  1. Lawyers: For lawyers, a retainer invoice for professional services is used to move clients to billing structure that is on a recurring billing basis. It is also to show proof of representation and define the nature of legal services that are being provided. It aids in reducing damages and protects the interests of both parties.
  2. Accountants: Accountants are often required to have retainer agreements. They use them to outline the payment schedule, responsibilities, obligations, fee structure, and other details to their clients.
  3. Consultants: Consultants use such retainer templates to formally engage the client and get them on the same page with respects to invoicing considerations. This also allows the client to make changes before the service processes can begin.
  4. Bookkeepers: Bookkeepers are usually required to have an agreement letter signed by their clients before services can begin. This is usually due to professional liability insurance, and protects both parties from potential billing issues.
  5. Others: Many other personnel use a professional services retainer agreement, such as advisors and financial service providers, to describe fees, services, time of service, and other details important for services.

Key Elements of a Professional Services Retainer agreement

A well-drafted professional service retainer agreement constitutes the following elements. It must be noted that the structure of each letter should be amended to suit the client, consultancy, or service provided.

Introduction

The introduction exists to set the pace and introduce the client to the services presented. It is addressed respectfully and describes the reasoning and purpose behind the letter.


Purpose of the professional services retainer agreement

This section provides an overview of the services provided. It differs based on whom it is addressed and sent to. However, generally, it includes legal services that are provided to the client.

Furthermore, this section also describes the relationship between the parties and where they stand. All parties must stand on the same page to provide services effectively. Obligations would be shared as well.


Scope of services

As befits the title, this section describes the scope of services. It lets the client know all about what is being offered to them and how. By defining the scope of services up front, the retainer agreement can help to prevent misunderstandings or disputes that may arise later during the engagement.


What services are being provided?

The Scope of Services section of the retainer agreement outlines the professional's specific services to the client. It should be clear and detailed to avoid any misunderstandings about what is included in the engagement. This section would also define the scope of the engagement, which means that the limitations and particular restrictions would also be described.

Some common elements that may be included in the scope of services section of a professional services retainer agreement are:

  1. Description of the Services
  2. Timeline
  3. Exclusions
  4. Assumptions
  5. Deliverables
  6. Performance Standards
  7. Change Control


Payment terms

This section of the retainer agreement is the most important of all. It outlines the payment structure, which includes the terms and nature of compensation.

What are the fees for the services?

This section outlines the fee structure for the services provided and the billing schedule whether it is monthly or annually. This is one of the most important sections of your recurring biilling retainer agreement. It should also specify any additional costs or expenses that the client may be responsible for, such as travel expenses or the cost of third-party services.

Responsibilities of the Parties

This section outlines the responsibilities of both parties to ensure they're on the same page. In addition, it outlines the service provider's responsibilities, such as providing services with due care and skill, complying with applicable laws and regulations, and maintaining confidentiality.

What Are the Responsibilities of the Clients?

Furthermore, this section outlines the client's responsibilities, such as providing necessary information and documentation in a timely manner and cooperating with the professional to facilitate the engagement. Finally, it describes what the client can expect from the service provider, how, and when.


Termination

The termination terms and how the process will take place are presented here. In addition, it outlines the duration of the engagement and the circumstances under which either party may terminate the engagement, such as a breach of the agreement or completion of the services.

What Happens if Either Party Wants to Terminate the Engagement?

Suppose either party wants to terminate the engagement of professional services. In that case, they should refer to the termination clause of the retainer agreement, which outlines the circumstances under which the engagement may be terminated and the procedures for doing so.

Suppose the retainer agreement does not specify termination procedures. In that case, the parties should communicate their desire to terminate the engagement in writing, with as much notice as possible, to the other party. The written communication should include the reasons for the termination and the effective date of the termination.

There can be consequences to termination, however. For example, suppose the client terminates the engagement before the completion of the services. In that case, they may be responsible for paying any fees or costs incurred by the professional up to the point of termination.

Similarly, if the professional terminates the engagement, they may be responsible for completing any outstanding work or making arrangements for a replacement professional to complete the work.

Sample Retainer Agreement

Conclusion

Ultimately, the nature of the retainer depends on what is being set to be achieved. When the engagement is long term and a strategic relationship is needed and being built out, this is the best path forward. While it can be written on your own it is helpful to use pre-vetted templates like those from Bonsai since while they ave certain things in common such as a description of services, responsibilities, expectations, and obligations, the nuances of each letter are different.

These agreements are used for various purposes in the legal industry; as such, there is a lot of variation in how they are drafted. The key elements of the letter described above showcase the basic structure. However, the details would need to be amended to suit the particular situation, client, and service provider.


Benefits of a Professional Services Retainer agreement

Retainer agreements of Professional Services are used all over the industry because of what they provide. However, they're important for a myriad of reasons.

Why is a Professional Services Retainer agreement Important?

A professional services retainer agreement is important for several reasons, including:

  1. Establishing Clear Expectations: A professional services retainer agreement outlines the scope of services, fees, timelines, and other key terms of the engagement. By establishing clear expectations up front, both the professional and the client are better able to understand their responsibilities and obligations.
  2. Defining the Scope of Services: The retainer agreement defines the specific services that the professional will provide to ensure that the client's needs are met and that the professional is able to provide services efficiently and effectively.
  3. Outlining Fees and Billing Procedures: The retainer agreement outlines the fees and billing procedures, which helps to ensure that the client understands the cost of the services and can budget accordingly.
  4. Protecting Both Parties: The retainer agreement can help to protect both the professional and the client by defining the responsibilities and obligations of each party.
  5. Providing Legal Protection: The retainer agreement is a legally binding contract, which means that it can be used as evidence in court if a dispute arises.
  6. Building Trust: By using a professional services retainer agreement, the professional demonstrates their professionalism and commitment to providing high-quality services. This can help to build trust with the client, which is important for developing a long-term relationship and generating repeat business.

Frequently Asked Questions – FAQs

To further explain what such letters have in store for those who use them, the FAQs below might be helpful.

Q1. How does a professional services retainer agreement protect the interests of both parties?

A retainer agreement of professional services protects both parties' interests by defining each party's responsibilities and obligations, establishing clear expectations, and providing legal protection in the event of a dispute.

Since both parties sign the document, it also allows for legal protection and professional liability.

Q2. What happens if either party wants to terminate the engagement?

If either party wants to terminate the engagement of professional services, they should refer to the termination clause of the retainer agreement, which outlines the circumstances under which the engagement may be terminated and the procedures for doing so.

Suppose the retainer agreement does not specify termination procedures. In that case, the parties should communicate their desire to terminate the engagement in writing, with as much notice as possible, to the other party. The written communication should include the reasons for the termination and the effective date of the termination.

Drafting your own professional services retainer agreement can be difficult. This is especially so since you would often not have access to samples that describe your services and terms in particular. However, there is a silver lining.

Sign up for a 7-day free trial of Bonsai's software, where you can seamlessly create legal letters of engagement. This can help you gain more engagement and help you enhance your relationship with your clients better than ever before.

Frequently Asked Questions
Questions about this template.

What is a professional services retainer agreement?

A retainer agreement of professional services is an invoice contract, fee schedule, and agreement between a professional and their client that outlines the terms and conditions of the professional services to be provided. The retainer agreement typically includes details such as the scope of services, timelines, fees, billing procedures, confidentiality obligations, data protection, and dispute resolution procedures.

Why is a professional services retainer agreement important?

These letters are important to service providers and clients for a variety of reasons. These include; establishing expectations, defining the scope of services, describing payment terms, legal protection, trust building, and providing a means to enhance long-term relationships.

The following factors need to be described in an retainer agreement of professional services.Introduction/identification of parties: Scope of services, Timelines for services and periods of engagement, Fee structure and payment terms, Billing procedures, Confidentiality, Data protection, Termination clauses, and any other legal considerations.

The following factors need to be described in an retainer agreement of professional services.Introduction/identification of parties: Scope of services, Timelines for services and periods of engagement, Fee structure and payment terms, Billing procedures, Confidentiality, Data protection, Termination clauses, and any other legal considerations.

Template preview

Professional Services Retainer Agreement

Professional Services Retainer Agreement

Contractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

Professional Services Retainer Agreement


This Contract is between Sample Client (the "Client") and  Cool Company,  company (the "Contractor").

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Contractor to do the following: [PROJECT SCOPE]

1.2 Schedule. The Contractor will begin work on [START DATE] and will continue until the Contract is ended. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Hours. The Contractor will work up to [HOURS] hours per month. The Contractor will stop working each period if and when those hours are used up. Unused hours do not carry over to the next period. The Contractor will be available to the Client from 9:00 AM to 17:00 PM, Monday through Friday. The Contractor may agree to be available outside of those hours, but any work that is required to be done outside of those that the Client and Contractor explicitly agree to do will be billed separately at a rate of $[OVERAGE RATE] (USD) per hour.

1.4 Payment. The Client will pay the Contractor an ongoing rate of [PROJECT RATE] per month. Of this, the Client will pay the Contractor a non-refundable deposit of [DEPOSIT AMOUNT] before work begins, to be deducted from the first invoice payment. This deposit is non-refundable due to the Contractor reserving their schedule on behalf of the Client.

1.5 Expenses. The Contractor may request additional payment for any agreed-upon, non-cancellable expenses, which must approved by the Client in advance.

1.6 Invoices.  The Contractor will invoice the Client [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X DAYS TO PAY] days of receiving an invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.7 Support. The Contractor will not provide support for any deliverable or 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 Contractor 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, emails, email content and anything else that the Contractor creates as part of this project. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor 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 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission 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 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can't find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can't find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor'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 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor 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 marketing strategies, code, type fonts, properly-licensed stock photos, proprietary marketing practices and web application tools.

The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor 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 Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.

The Contractor 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 Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION.

Until this Contract ends, the Contractor 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 Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate.

5. REPRESENTATIONS.

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 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor 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 Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

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

5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Contractor 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 Contractor 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 Contractor if the Contractor 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 Contractor 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 Contractor. 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. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4, Notices. The Contractor must immediately stop working as soon as the notice has been given, unless the notice says otherwise.  The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor 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 Contractor as an independent contractor. The following statements accurately reflect their relationship:

  • The Contractor 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 Contractor is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Contractor with any training.
  • The Client and the Contractor do not have a partnership or employer-employee relationship.
  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Contractor is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Contractor is responsible for its own taxes.
  • The Client will not withhold taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

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

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

10.1 Overview.  This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor 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 Contractor 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 Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).

10.3 Contractor Indemnity.  In this Contract, the Client agrees to indemnify the Contractor (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.

11. GENERAL.

11.1 Assignment.  This Contract applies only to the Client and the Contractor. The Contractor 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 Contractor'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 Contractor 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.

11.4 Notices.

(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 Contractor may sign this document using online e-signature software such as Bonsai. These electronic signatures count as originals for all intents and purposes.

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

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.


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Contractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.