What Is a Retainer Agreement?
A retainer agreement is a helpful way to establish the terms of a contract when hiring someone for long-term work or professional assistance. This type of agreement ensures that the worker is on retainer for their services and clearly outlines the working relationship between the client and service provider.
Unlike typical employment contracts, the client pays an advance retainer for the services they’ll receive, which acts as a down payment for future work specified in the agreement. This fee can be used to secure the services of a professional for a specific project or time period, or for an indefinite amount of time.
Retainer Agreements By Services
Types of Retainer Agreements
Retainer agreements are a type of service agreement. Terms vary depending on the types of services offered and the payment method. The three primary types of retainer include:
Pay-For-Work
Pay-for-work retainer agreements are for clients who pay the worker upfront for actual work to be performed in the future, typically on an ongoing basis. Fees for work may be submitted once for short-term contracts or periodically, such as a monthly or weekly payment, for ongoing services.
Pay-For-Access
With a pay-for-access retainer, the client pays the service provider to access their professional expertise or services as needed. A financial consultant who remains available on call for a client in exchange for a monthly retainer is an example.
Project-Based
Project-based retainer agreements allow the client to pay an advance fee for a one-time project. This retainer typically applies to projects with a set scope of work and a clear deadline.
Types of Retainer Fees
Retainer fees are calculated and assessed differently based on the type of agreement and services provided. Standard retainer fees include the following:
Hourly
An hourly retainer is calculated based on the expected number of hours multiplied by the worker’s hourly rate. An attorney who charges a retainer for three hours of work to write a legal letter on behalf of a client is an example of an hourly retainer.
Flat Fee
A professional may charge a flat fee for the full scope of their services for a specific project or period. Such fees are standard with professionals, such as web designers, with a clear scope of work and a deadline for the final product.
Contingency
Often seen in legal representation, contingency retainer fees are not paid upfront. Instead, the attorney retains an agreed percentage of the final settlement or earnings only if the case is successful.
Hybrid
Hybrid retainer fee arrangements are any combination of hourly, flat, and contingency fees. An example of a hybrid arrangement is when an attorney takes a legal case with a lower hourly retainer and a percentage of the final financial recovery.
How a Retainer Agreement Works
While the terms of a retainer agreement will differ depending on the scope of work and services offered, most retainer agreements follow the same general structure:
1. Creating a Scope of Work
The first step of any business contract is agreeing to the services the worker will provide to the client. The scope of work can vary widely depending on the services offered. Law firms often use retainer agreements to establish a client-attorney relationship. Accountants, consultants, and freelancers may also use retainer agreements instead of a standard employment contract, freelance contract, or independent contractor agreement. A clear scope of work is crucial to ensure a successful working relationship.
2. Establishing the Retainer Fee Structure
You will use the retainer agreement to delineate the types of fees, payment structure, and timing. This ensures a stable understanding in which the worker knows how much they will receive for their services, and the client can budget accordingly.
3. Tracking Work Performed
Once the agreement is in effect, the contractor tracks their work per the contract terms. This is particularly important for hourly retainer agreements, but even project-based contracts benefit from monitoring to substantiate their fees and show how the project is progressing.
4. Applying Retainer Fee
Retainers often cover a certain number of hours per period or per project. The contractor tracks hours worked and applies them to the retainer. For example, an attorney accepts a retainer of $1,500 for ongoing services.
Once they use up $1,500 at their hourly rate, they may enter an hourly agreement to invoice for additional work performed. Alternatively, they may request retainer replenishment for continued access to their services.
Benefits of a Retainer Agreement
Retainer agreements offer many advantages for both clients and service providers:
| For Client | For Service Provider |
|---|---|
| Reduced recruitment and onboarding costs | Stable income for long-term contracts |
| Higher quality work | Reduced marketing and sales to find new clients |
| Access to established professionals in specialized fields | Better long-term client-provider relationships |
| Predictable expenditures for easier budgeting | Reduce payment risks |
What to Include
The specific details of your retainer agreement will differ based on the services provided. However, most retainer agreements should include the following information:
- Client’s name and address
- Service provider’s name and address
- Date of the agreement
- Scope of services
- Retainer fees, hourly rates, and payment terms
- Invoicing guidelines
- Retainer replenishment
- Term of the contract
- Termination clause
- Legal applicability, confidentiality, and dispute resolution
- Client and service provider signatures
You may include additional pages further to define the scope of work or payment arrangements. For instance, a schedule defining invoicing deadlines or payment schedules could provide important context for the agreement.
How To Write
To create a new retainer agreement, start with a fillable template in Word or PDF format. A quality template will help you remember critical details to avoid legal trouble later. Follow these steps to complete your retainer agreement template:
Step 1 – Enter the Client and Service Provider Details
Enter the client’s and service provider’s names. This section should also include the companies entering the agreement and the names and titles of representatives signing the contract.
Step 2 – Describe the Scope of Services
Explain the types of services to be offered, including service limitations, if necessary. A clear scope of work is crucial for avoiding miscommunication or legal issues. To ensure clarity, you may attach additional pages to include the full range of services.
To avoid missing important details, consider creating a letter of intent with information about the scope of services before beginning the final retainer agreement.
Step 3 – Clearly Outline the Retainer Fee and Payment Terms
Enter the retainer fee amount and whether hourly, weekly, monthly, project-based, or otherwise calculated. Detail how service fees will be calculated in relation to the retainer and how often payment is rendered. You may also enter details about invoicing frequency and invoice payment terms.
Step 4 – Establish Retainer Replenishment Terms
Include instructions for the next steps if the retainer runs out. The client may:
- Pay a regular retainer for a set amount periodically
- Replenish the retainer once it reaches a certain threshold
- Replenish the retainer once it is completely depleted
You may arrange for the service provider to automatically withdraw the retainer periodically upon reaching a threshold or upon depletion. Indicate whether automatic replenishment by the service provider should be with or without the client’s written consent.
Alternatively, have the service provider notify the client when payment is due so they can submit their retainer payment manually.
Step 5 – Enter the Effective Date and Terms for Contract Termination
The term of a retainer agreement may include a specific start date or be indefinite. Indicate the agreement start date, and then note whether termination will occur:
- Upon completion of all services
- After a fixed period
- On a specific date
- At-will, upon the decision to terminate by either party, with or without prior notice
If your contract is at-will, indicate the agreed notice period for contract termination or note that either party can terminate the agreement without prior notice.
Step 6 – Detail Confidentiality Requirements
Confidentiality requirements differ by industry. Generally, a confidentiality clause states that the service provider will maintain the client’s confidentiality and that the client will retain legal rights to the products and intellectual property created on the service provider’s behalf.
Indicate whether the client’s information should be returned or safely disposed of upon termination of the agreement.
Step 7 – Outline Legal Terms
Because a retainer agreement is legally binding, it is critical to address legal concerns that may arise. Legal terms you should incorporate into your retainer agreement include the following:
- Governing laws: Indicates which state, federal, and local laws and regulations apply to the agreement.
- Dispute resolution: Determines whether disputes arising from the agreement will be resolved through litigation, arbitration, or mediation.
- Severability: Ensures that if a court finds one part of the agreement invalid, the remaining provisions remain valid and enforceable.
- Entire agreement: Indicates that the agreement supersedes any prior agreements, arrangements, or discussions about the agreement.
Step 8 – Sign the Retainer Agreement
The retainer agreement must be signed by all parties to the contract for it to be valid. Print the names of the company representatives and their titles, and then have each party sign.
Retainer Agreement Sample
Start your contracting process with this fillable retainer agreement sample, available in PDF and Word formats:
Tips for Securing More Long-Term Clients
A retainer agreement aims to provide a stable, long-term contract that fosters a healthy business relationship between a service provider and their client. Follow these tips to secure more long-term clients for your business:
Clearly Define Services
When services in a retainer agreement are unclear, it can lead to misunderstandings and loss of business relationships. To avoid these complications, be sure to define the services clearly.
You can also indicate which services are not included or add a pricing schedule for additional services clients often request.
Competitive Pricing
Keep an eye on industry pricing and ensure your services are priced competitively. This does not mean you should always offer the lowest prices. Instead, be sure that your services are clearly listed and priced competitively for apples-to-apples comparisons with other service providers.
Build Strong Relationships
Good relationships are the key to success for a long-term contract. Be polite and authentic, and treat your clients with respect and dignity. Ensure quality products and services, and always be helpful so the client knows you have their back.
Flexible Agreements
Flexibility is crucial when establishing a working relationship with a new client. Change is unavoidable in any business. An agreement structure that can adjust to inevitable changes benefits both you and your client.
Regular Reports and Updates
Keep your client informed and up to date on the progress of your services. Whether you are an attorney working on a case or a writer creating a blog, your client will have more confidence and trust in your abilities if they know what you are doing with the retainer they paid.
