# RETAINER AGREEMENT > **Disclaimer — not legal advice.** This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use **This Retainer Agreement ("Agreement") is made on [EFFECTIVE DATE] between:** **Contractor:** [YOUR NAME / BUSINESS NAME], of [YOUR ADDRESS], email [YOUR EMAIL] (the "Contractor") **Client:** [CLIENT NAME / COMPANY], of [CLIENT ADDRESS], email [CLIENT EMAIL] (the "Client") --- ## 1. Services 1.1 The Contractor will provide ongoing [DESCRIPTION OF SERVICES, e.g. "website maintenance and design support" / "social media content" / "bookkeeping" / "strategic advisory"] (the "Services"). 1.2 **Retainer type.** [CHOOSE ONE AND DELETE THE OTHERS] **(a) Hours retainer.** The monthly fee covers up to **[NUMBER] hours** of Services per calendar month. **(b) Deliverables retainer.** The monthly fee covers the following each month: | Deliverable | Quantity per month | Definition of one unit | | --- | --- | --- | | [DELIVERABLE 1] | [NUMBER] | [e.g. one post with caption and image, one revision round] | | [DELIVERABLE 2] | [NUMBER] | [DEFINITION] | | [DELIVERABLE 3] | [NUMBER] | [DEFINITION] | **(c) Availability retainer.** The monthly fee secures priority access: up to [NUMBER] calls of [DURATION] each, email or chat support on business days, and response times under clause 5. Hands-on work beyond [NUMBER] hours per month is billed under clause 4. 1.3 **Outside the retainer.** New projects, such as [EXAMPLES: a site redesign, a new brand identity, a campaign launch], are quoted separately and are not drawn from the retainer. ## 2. Fee and billing 2.1 The monthly retainer fee is **[CURRENCY] [AMOUNT]**, exclusive of applicable taxes. 2.2 The Contractor invoices the fee **in advance** on the [1st] of each month. Invoices are due within [NUMBER] days. Work for the month begins once the invoice is paid. 2.3 The first month is [INVOICED ON SIGNING / PRO-RATED FROM THE START DATE]. 2.4 Overdue invoices carry interest at [LATE PAYMENT RATE] or the maximum permitted by law, if lower. The Contractor may pause the Services while an invoice is more than [NUMBER] days overdue. 2.5 Pre-approved expenses (software licenses, stock assets, ad spend, printing) are billed at cost on the next invoice. Ad spend or media budgets are paid by the Client directly unless agreed otherwise. ## 3. Unused time and rollover 3.1 [CHOOSE ONE] - **No rollover.** Unused hours or deliverables expire at the end of each month and are not refunded. - **One-month rollover.** Unused hours carry over to the following month only, are used before that month's allowance, and then expire. - **Capped rollover.** Up to [NUMBER] unused hours ([PERCENTAGE]% of the monthly allowance) carry over to the following month. Any excess expires. 3.2 Rolled-over time has no cash value and is not refunded on termination. ## 4. Overage 4.1 The Contractor will notify the Client when usage reaches approximately **[80]%** of the month's allowance. 4.2 Work beyond the allowance requires the Client's written approval (email or project chat is enough). Approved overage is billed at **[CURRENCY] [HOURLY RATE]** per hour, in [15]-minute increments, on the next invoice. 4.3 Without approval, the Contractor will pause non-urgent work until the next month begins. ## 5. Requests and response times 5.1 The Client submits requests through [PROJECT WORKSPACE / EMAIL / CHAT] and nominates [NAME] as the person who sets priorities. 5.2 Response times on business days ([WORKING HOURS AND TIME ZONE]): | Request type | Acknowledgment | Work begins | | --- | --- | --- | | Urgent (site down, time-critical) | [NUMBER] business hours | Same or next business day | | Standard | [1] business day | Within [NUMBER] business days | | Planned / scheduled | At monthly planning | As scheduled | 5.3 The Contractor is not available on [WEEKENDS / PUBLIC HOLIDAYS / DATES], and will give [NUMBER] weeks' notice of planned time off. ## 6. Reporting 6.1 At the end of each month the Contractor sends a short report showing time used (or deliverables completed), any rollover, and approved overage. 6.2 Time is recorded in [15]-minute increments. Billable time includes work on requests, meetings with the Client and directly related research. Internal admin and invoicing are non-billable. ## 7. Term, renewal and notice 7.1 This Agreement starts on [START DATE] for a minimum term of **[3] months**. 7.2 After the minimum term, it continues month to month until either party gives **[30] days'** written notice. 7.3 **Rate review.** The Contractor may adjust the fee once every [12] months on [NUMBER] days' written notice. 7.4 Either party may terminate immediately for material breach not fixed within [NUMBER] days of notice. Non-payment is a material breach. 7.5 On termination the Client pays for the notice period and any approved overage. Prepaid fees for a month already started are not refunded. ## 8. Ownership 8.1 On payment of the relevant month's invoice, the Client owns the final deliverables produced in that month. The Contractor keeps its pre-existing tools, templates and know-how, and may display non-confidential work in its portfolio. ## 9. Confidentiality 9.1 Each party keeps the other's confidential information private during the Agreement and for [NUMBER] years after. ## 10. General 10.1 The Contractor is an independent contractor and decides how and when the Services are performed, within the response times above. 10.2 Each party's liability is limited to the fees paid in the [3] months before the claim. Neither is liable for indirect loss. 10.3 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 10.4 This is the entire agreement. Changes must be in writing. --- ## Signatures | Contractor | Client | | --- | --- | | Signature: ____________________ | Signature: ____________________ | | Name: [YOUR NAME] | Name: [CLIENT SIGNATORY NAME] | | Date: [DATE] | Date: [DATE] | --- ### How to use this template 1. Choose one retainer type in clause 1.2 and one rollover rule in clause 3.1; delete the rest. 2. Define a single unit for every deliverable so "one post" or "one update" can't stretch. 3. Set the overage warning and rate in clause 4 to match how you actually track time. 4. Invoice on the 1st of each month, in advance, and send the usage report at month end. 5. Have a professional review your completed version once for your jurisdiction. *Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.*