Retainer Agreement (Free Sample)

This Retainer Agreement (the “Agreement”) is entered into _________________________ (the “Effective Date”) by and between _______________________ (the “Consultant”) located at _______________________________ and _______________________ (the “Company”) located at ______________________________ , also individually referred to as the “Party”, and collectively the “Parties”. 

 

IN CONSIDERATION OF the Consultant providing expertise and services, and the Company receiving and providing compensation for the expertise and services, the Parties agree to the following: 

 

1. Services. The Consultant agrees to perform the following services (the “Services”) for the Company:
   _______________________________________________________________
   _______________________________________________________________
   _______________________________________________________________

1. Retainer. The Company agrees to pay the Consultant $______________ per month to perform the Services. The Consultant will invoice the Company on the first day of every month for the Services performed and all pre-approved expenses incurred during the previous month.  The Company must pay the invoice within fourteen (14) calendar days of the date on the invoice.  Payments must be sent via electronic payment or check as follows:

           ______________________________________

           ______________________________________

           ______________________________________

           ______________________________________

1. Expenses

The Consultant is entitled to reimbursement for all reasonable and necessary expenses incurred in the course of providing the Services. The Company must pre-approve all expenses/all expenses over $_________.  The Consultant must include receipts for all reimbursable expenses.

1. Term and Termination

   1. Term.  This Agreement will begin on the Effective Date and will continue on a month-to-month basis until terminated by either Party.

   2. Termination. 

      1. Either Party may terminate this Agreement at any time by providing the other Party with a thirty (30) day written notice.

      2. The Consultant may terminate this Agreement immediately at any time if the Company fails to pay for the Services or breaches any other material term of this Agreement. The Consultant will be entitled to reimbursement for any outstanding invoices and Services performed but for which the Consultant has not been paid.

      3. The Company may terminate this Agreement immediately at any time if the Consultant fails to provide the Services or breaches any other material term of this Agreement. The Company will be entitled to reimbursement for any money paid for Services that were not received.

2. Relationship of the Parties

   1. No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement.  The Parties agree they are free to enter into other similar agreements with other parties.  The Consultant agrees the Consultant will not enter into any agreements that conflict with the Consultant’s obligations under this Agreement.

   2. Independent Contractor. The Consultant is an independent contractor.  Neither Party is an agent, representative, partner, or employee of the other Party.

   3. Ownership.  All work product created by the Consultant in connection with performing the Services is the exclusive property of the Company.

3. Confidentiality

The Consultant understands the Company’s confidential information may be disclosed during the course of executing the Services.  The Consultant agrees to use the Company’s confidential information solely for the purpose of performing the Services.  The Consultant agrees not to share the Company’s confidential information unless required to by law.  The Consultant’s obligation to maintain confidentiality will survive termination of this Agreement and will remain in effect indefinitely.

1. Dispute Resolution

   1. Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by ______________________ law.

   2. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

   3. Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

   4. Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

2. General

   1. Assignment. The Parties may not assign their rights and/or obligations under this Agreement.

   2. Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties.  Any subsequent changes to this Agreement must be made in writing and signed by both Parties.

   3. Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.

   4. Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.

3. Notices

All notices under this Agreement must be sent by email with read receipt requested or by certified or registered mail with return receipt requested. Notices shall be sent as follows:

 

Consultant

______________________________

______________________________

______________________________

______________________________

 

Company

______________________________

______________________________

______________________________

______________________________

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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

 

Consultant

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Company

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________