Retainer agreement

This retainer agreement (the “Agreement”) is made on [date] between [client's name], [address] (“Client”), and [your name or business], [address] (“Freelancer”). Under it, Client reserves part of Freelancer's working time each month for the services below, starting on [start date].

1. Services and monthly allowance

1.1 What the retainer covers. Each month, the retainer includes:

1.2 Requests and approval. The client contact in 1.1 sends requests and approves work.

1.3 Work outside the retainer. Work not listed in 1.1 is outside the retainer. Freelancer will quote it before starting, and it begins only after Client approves the quote in writing. Email counts as writing.

2. Fees and payment

2.1 Fees. Client pays the following:

2.2 Invoices. Freelancer sends each invoice, with a list of the work completed, by the [day] of each month, so Client can process it on time. Invoices are due within [15] days of the invoice date, paid by [payment method].

2.3 Late payment. If an invoice is more than [15] days late, Freelancer may pause work until it is paid and may charge a late fee of [rate], where the law allows. Delete the late fee if you don't charge one.

2.4 Reserved time. The monthly fee pays for reserved time. It is due whether or not Client uses the full allowance; section 3 covers unused hours.

3. Unused hours and overages

3.1 Unused hours. Keep one option and delete the other.

• Option 1, they expire. Hours not used in a month expire at the end of that month.

• Option 2, some roll over. Up to [number] unused hours roll over to the next month only, and expire at the end of it.

3.2 Going over. Before starting a request that would take Client past the allowance, Freelancer says so and estimates the extra time. Extra work starts only after Client agrees, and is billed at the rate in 2.1.

3.3 Monthly report. With each invoice, Freelancer sends a short report: hours used or deliverables completed, work in progress, and anything waiting on Client.

4. Requests, feedback and revisions

4.1 Requests. Client sends requests to [email or project tool]. Requests sent after [time] count as received the next business day.

4.2 Revisions. Each deliverable includes [2] rounds of revisions. Further rounds count against the allowance.

4.3 Feedback. Client gives feedback within [5] business days. If feedback is late, Freelancer's deadline moves by the same number of days.

5. Term, renewal and ending the Agreement

5.1 Term. This Agreement runs for [6] months from the start date. After that it continues month to month until either party ends it.

5.2 Ending with notice. Either party may end it with [30] days' written notice. Client pays the retainer for the notice period, and the allowance continues during it.

5.3 Ending for breach. Either party may end it at once if the other seriously breaches it and does not fix the breach within [10] days of written notice.

5.4 When it ends. Client pays for completed and approved work, and Freelancer delivers all finished work that has been paid for.

5.5 Rate changes. Freelancer may change the monthly fee or the overage rate with [30] days' written notice. The new rate applies from the first invoice after the notice period.

6. Ownership of the work

6.1 Deliverables. Once Client has paid in full for a final deliverable, Freelancer assigns to Client all rights in it, including copyright.

6.2 Freelancer's materials. Freelancer keeps ownership of drafts and ideas that were not delivered, and of tools, templates and materials Freelancer made before or outside this Agreement. Where any of these are part of a deliverable, Client may use them as part of that deliverable.

6.3 Portfolio. Freelancer may show published work in a portfolio and client list, unless Client asks in writing for it to stay private.

7. Confidentiality

7.1 Confidential information. Each party keeps the other's non-public information confidential, such as unpublished drafts, customer data, pricing and launch dates, and uses it only for this Agreement.

7.2 After the Agreement. When the Agreement ends, each party returns or deletes the other's confidential information, except copies it must keep by law. This duty lasts for [2] years after the Agreement ends.

8. Independent contractor

8.1 Status. Freelancer is an independent contractor, not Client's employee. Freelancer decides how, where and when to do the work within the agreed deadlines, uses their own equipment, may work for other clients, and pays their own taxes and insurance.

8.2 Competitors (optional). During this Agreement, Freelancer will not work for [named competitors].

9. General terms

9.1 Liability. Except for unpaid fees or a breach of confidentiality, each party's total liability under this Agreement is limited to the fees paid in the [12] months before the claim.

9.2 Disputes. The parties will first try to settle any dispute by talking directly, then by mediation in [place], before going to court.

9.3 Governing law. This Agreement is governed by the laws of [state or country].

9.4 Changes. Any change to this Agreement must be in writing and agreed by both parties. Email counts.

9.5 Whole agreement. This document is the whole agreement about the retainer and replaces earlier proposals and discussions about it. If one part turns out to be unenforceable, the rest still applies.

Signatures