Retainer Agreement
This Retainer Agreement is made between [Client name] (the "Client") and [Provider name] (the "Provider") as of the date of the last signature below.
1. Retainer
The Client will pay [amount] per month, in advance, for up to [number] hours of the following services each month: [describe].
2. Extra and unused time
Hours beyond the allowance are billed at [rate] with the Client’s approval. Unused hours [do not carry over / carry over for one month].
3. Independent contractor
The Provider is an independent contractor, not an employee, partner or agent of the Client, and is responsible for its own taxes, insurance, tools and workers.
4. Ownership of work
On full payment, the Provider assigns to the Client all rights in the work created specifically for the Client under this agreement. The Provider keeps its pre-existing materials and know-how, and licenses the Client to use any of them that are included in the work.
5. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and return or destroy it on request. This duty continues for [three years] after this agreement ends.
6. Standard of work
The work will be done with reasonable skill and care, by suitably qualified people, and in line with applicable law.
7. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
8. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
9. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.