Retainer Agreement (for services)

This template is a retainer for services to be provided to a business client. The template is not suitable for providing services to consumers.

The supplier is required to supply its services up to an agreed maximum number of hours ordered by the client orders in each period. The client is not able to order services above the agreed maximum number of hours.

The template provides that the retainer continues until either party gives notice to terminate after an agreed minimum period. This can be changed to provide a specific fixed term for the agreement.

The following is a summary of the key points in the template:

1. Purpose: The agreement is a retainer for services provided to business clients, not consumers, with a maximum number of hours per period agreed upon.
2. Termination: The retainer continues until either party gives notice after a minimum agreed period, or a fixed term can be specified.
3. Parties: The agreement is between a Provider and a Client, with details of their business and registered addresses included.
4. Definitions: Key terms like "Business Day," "Fee," "Retainer Fee," "Services," and "Term" are defined for clarity.
5. Services: Provider must deliver services ordered by the Client within the agreed maximum hours per Retainer Period.
6. Retainer Fee: The Client pays the full Retainer Fee regardless of the number of hours ordered, and unused hours cannot be carried forward.
7. Excess Hours: Provider may, at its discretion, waive the maximum hours limit for a Retainer Period.
8. Non-Exclusivity: The agreement does not prevent either party from working with third parties for similar services.
9. Ordering Procedure: Services are requested via an Order Form, with detailed specifications required for validity.
10. Client Expenses: Provider may invoice the Client for specific expenses incurred exclusively for the Client’s services.
11. Client Obligations: The Client must provide accurate information, approvals, and access to premises as needed for service delivery.
12. Fees and Payment: Retainer Fee and hourly Fees are invoiced, with payment terms specified (e.g., within a set number of Business Days).
13. Late Payments: Unpaid sums incur interest at a specified rate above the base rate of a named bank.
14. Liability: Provider’s liability is limited to a specified sum per Retainer Period, excluding indirect or consequential losses.
15. Intellectual Property Rights: Ownership of IP created during service provision may either remain with the Provider or be assigned to the Client, depending on the chosen clause.
16. Confidentiality: Both parties must keep Confidential Information secure during the agreement and for a specified period after termination.
17. Force Majeure: Neither party is liable for delays or failures caused by events beyond their control, with termination possible after six weeks of disruption.
18. Termination: The agreement can be terminated with notice or immediately for breaches, insolvency, or other specified events.
19. Entire Agreement: The document supersedes all prior agreements and representations, with no remedies for matters not expressly stated.
20. Jurisdiction: The agreement is governed by the laws of England and Wales, with disputes subject to the courts of England and Wales.

Note: Additional details like schedules for service specifications, fees, and order forms must be completed before use. 

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

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