A retainer agreement is a legally binding contract between a professional service provider and a client, outlining the terms of their working relationship. The agreement sets out the scope of services to be provided, the fees to be paid, and other essential details that protect both parties` interests.

If you are a professional service provider, such as an attorney, accountant, consultant, or marketer, you may need to use a retainer agreement template to create a document suitable for your clients` needs. In this article, we will discuss the essential elements of a professional services retainer agreement.

Scope of Services

A retainer agreement should clearly define the scope of services the provider will perform. This section should outline the client`s expectations, the provider`s duties, and the expected deliverables. It should also detail what`s not included in the scope of services, so the client understands that they may need to pay additional fees for those services.

Fees and Payment Terms

The retainer agreement should clearly outline the fees to be charged, how they will be calculated, and when they are due. It should also describe the payment method, frequency of payments, and any late payment fees. The agreement should also include provisions for additional fees for out-of-scope services or unexpected expenses.

Term and Termination

The agreement should specify the term of the retainer, whether it`s for a specific project or an ongoing engagement. It should also outline the conditions for termination, such as notice periods and any penalties for early termination.

Confidentiality and Data Protection

Professional service providers often deal with confidential information about their clients. A retainer agreement should include a confidentiality clause that outlines the client`s confidential information and how it will be protected, including data protection and data security.

Intellectual Property Rights

If the provider is creating intellectual property, such as branding, logos, or software, the retainer agreement should address ownership and licensing of that property. It should specify who owns the intellectual property rights and whether the client has the right to use or modify it.

Dispute Resolution

If any disputes arise between the provider and the client, the retainer agreement should include a dispute resolution clause. This clause should outline the process for resolving disputes, such as mediation or arbitration, and should specify the governing law and jurisdiction.


A professional services retainer agreement is a critical document that protects both the provider and the client. By including essential elements such as the scope of services, fees and payment terms, confidentiality and data protection, intellectual property rights, and dispute resolution, the agreement can ensure a successful and fruitful working relationship. As a professional service provider, using a retainer agreement template can save you time and provide you with a solid foundation to build upon.

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