Establish the terms for working on retainer: Retainer Agreement
What is a Retainer Agreement?
A Retainer Agreement is a work-for-hire contract where the client pays a service provider or contractor in advance for work that will be determined later. Retainer Agreements help the client and service provider agree upon the fee that will be paid in advance and the type of services that will be rendered.
It's important to note that, despite the contract, the service provider is not an employee of the client. Therefore, having a Retainer Agreement in place is beneficial to both parties. For the service provider, it can deliver the benefit of predictable work and income. For the recipient, it offers the reassurance of having the contractor on "stand-by."
Get started on your Retainer Agreement with Rocket Lawyer now – it's as simple as answering a few questions.
When to use a Retainer Agreement:
- You are a client hiring a service provider/contractor and you want to have it all in writing to ensure the contractor will be able to deliver the services within the agreed-upon timeline.
- You are a service provider who wants predictable work and income.
Have questions about your Retainer Agreement?
Whether you're preparing your Retainer Agreement, reviewing one someone sent you, or just want to understand it better, here's how to get help.
- Understand what it says or review it. Use our AI legal assistant to ask questions about your Retainer Agreement, understand what it says, and spot anything that may need a closer look.
- Ask an attorney a question. Connect with an attorney for legal information, with a written answer within one business day or a live consultation.
- Get advice on what to do. For privileged, confidential advice about your specific circumstances and next steps, book a Legal Advice Session with an attorney.
Sample Retainer Agreement
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This Retainer Agreement ("Agreement") is made effective as of , by and between ("Service Provider"), of , , and ("Client"), of , , .
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following provisions:
. DESCRIPTION OF SERVICES. will provide the following services (collectively, the "Services"):
. TERM/TERMINATION. This Agreement shall terminate automatically on .
. RETAINER. is required to pay a retainer to as an advance on future Services to be provided ("Retainer Fee"), before is able to begin work. This retainer amount is non-refundable even if no services are completed for the duration of the Agreement.
. EXPENSES. No other fees and/or expenses will be paid to Service Provider, unless such fees and/or expenses have been approved in advance by the Client in writing. Service Provider shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation.
. WAIVER OF BREACH. The waiver by Client of a breach of any provision of this Agreement by Service Provider shall not operate or be construed as a waiver of any subsequent breach by Service Provider.
. INDEPENDENT CONTRACTOR STATUS. It is understood by the parties that Service Provider is not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider. Service Provider, under the code of the Internal Revenue Service (IRS), is an independent contractor and neither Service Provider's employees or contract personnel are, or shall be deemed, Client's employees.
Client
. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Client has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Client has or retains the right to stop work done improperly. The Service Provider has no right to act as an agent for the Client and has an obligation to notify any involved parties that it is not an agent of the Client.
. TITLE AND COPYRIGHT ASSIGNMENT.
| a. Service Provider and Client intend this to be a contract for services and each considers the products and results of the Services to be rendered by Service Provider hereunder (the "Work") to be a work made for hire. Service Provider acknowledges and agrees that the Work (and all rights therein including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the Client. |
| b. If for any reason the Work or any part thereof would not be considered a work made for hire under applicable law, Service Provider does hereby sell, assign, and transfer to Client, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all clauses of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. |
| c. If the Work is one to which the provisions of U.S.C. 106A apply, Service Provider hereby waives and appoints Client to assert on Service Provider's behalf Service Provider's moral rights or any equivalent rights regarding the form or extent of any alteration of the Work (including, without limitation, removal or destruction) or making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions of the Work, in any medium, for the Client's purposes. |
| d. Service Provider agrees to execute all papers and to perform such other proper acts as the Client may deem necessary to secure for the Client or its designee the rights herein assigned. |
. GOVERNING LAW. This Agreement shall be governed by the laws of the .
. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
. SIGNATORIES. This Agreement shall be signed by and by . This Agreement is effective as of the date first above written.
CLIENT:
| By: | Date: |
SERVICE PROVIDER:
| By: | Date: |
Retainer Agreement FAQs
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Do I need a Retainer Agreement?
Retainer Agreements are not mandatory; however, they help clarify the terms under which a service provider is contracted. If you plan to pay a service provider upfront before the services are complete or provide services on a job or project basis, then a Retainer Agreement will be useful.
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What are the benefits of having a Retainer Agreement?
Benefits of a Retainer Agreement include:
- Access to expertise on an ongoing basis.
- Priority service, possibly at a discounted rate.
- Predictable costs.
- Streamlined communication.
- A dedicated resource for the client's needs.
It can be customized to suit the specific needs and preferences of both parties, including the scope of services, duration of the retainer period, fee structure, termination clauses, and other terms.
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What should be included in a Retainer Agreement?
The Retainer Agreement should include all the terms of work agreed upon by both the client and service provider, payment terms, and any termination details. Allowing time for both parties to conduct a comprehensive review of the Retainer Agreement will help avoid any future misunderstandings when the time comes for the service(s) to be completed. If you have any questions about whether a Retainer Agreement is the best fit for your circumstances and needs, a Rocket attorney may be able to assist you.
