Retainer agreement.
A retainer agreement for recurring services — a fixed monthly fee in exchange for a defined scope of work or availability. Designed for ongoing relationships rather than one-off projects.
RETAINER AGREEMENT This Retainer Agreement (the "Agreement") is made between [Client Name] (the "Client") and [Service Provider Name] (the "Provider"), effective from [Effective Date]. 1. Retainer scope. The Provider agrees to make available, and the Client agrees to pay for, the following services on a recurring monthly basis: [Defined hours / Defined deliverables / Defined availability]…
What's inside the document.
What the retainer covers — defined hours, defined deliverables, defined availability, or a combination.
Explicit list of what is NOT in the retainer; how out-of-scope work is priced and approved.
Monthly fee, invoicing schedule, late-payment terms, annual review of fee.
How unused hours roll over (or expire); cap on rollover; reset cadence.
Initial term (typically 3, 6, or 12 months); renewal mechanism; termination notice.
Quarterly or 6-monthly review of scope, utilisation, and fee level.
Standard mutual confidentiality; IP assignment on payment for work delivered under the retainer.
Termination for convenience with notice; termination for cause; what survives.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
5 steps from download to use.
- 01Define the retainer scope as concretely as possible — hours, deliverables, or availability. Vague retainers fail.
- 02List the out-of-scope work explicitly. Anything not listed is in-scope; anything listed is priced separately.
- 03Set the monthly fee and the rollover policy. Most retainers cap rollover at 1 month to prevent build-up.
- 04Set the initial term (3, 6, or 12 months) and the termination notice (typically 30 days).
- 05Schedule the quarterly review on the calendar at retainer start; without the cadence the retainer drifts.
The right document at the right moment.
Use a retainer when the engagement is genuinely ongoing — recurring legal advice, monthly marketing services, fractional CFO, retained search. The retainer pays for availability and predictability as much as for specific deliverables.
Don't use a retainer to disguise project work — that fails because scope creeps and the relationship sours. For one-off projects use the contractor agreement; for advisory use the consultant agreement.
Honest answers before you download.
- What's the typical retainer length?
- Initial terms of 3 to 12 months are standard, with auto-renewal on the same terms unless either side gives notice. Annual fee reviews are conventional.
- Should unused hours roll over?
- Often, but capped — typically a 1-month rollover with a use-it-or-lose-it cadence after that. Unlimited rollover is usually a bad deal for the service provider.
- What happens at termination?
- Prepaid fees are typically not refunded unless the provider failed to deliver. Work-in-progress is completed where reasonable. The agreement should spell both out.
This retainer agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.