A retainer agreement is the written contract for an ongoing engagement — a fixed fee each month for a set allocation of the consultant's time, rather than a one-off project fee. Download the ready-to-fill template below, or read the field-by-field checklist first — it covers what a retainer agreement needs, including how unused hours roll over and expire, and the mistakes that cause disputes later.
A complete, ready-to-fill PDF — 14 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
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This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
These are the fields and clauses a retainer agreement needs. Leaving one out doesn’t necessarily void the agreement, but each gap is a spot where a client and consultant can end up disagreeing about what they actually agreed to — the rollover rule most of all.
Client & consultant names. Use the full legal name of each party — the registered business name if either side is operating as a company, not a trade name or nickname. If the consultant is an individual operating as a sole proprietor, say so explicitly.
Scope of ongoing services.Because a retainer isn't tied to one deliverable, describe the categories of work covered — e.g. strategy advice, ad-hoc support, a recurring review call — rather than a fixed list of deliverables. State what falls outside those categories so extra work doesn't get done (or expected) for free.
Recurring fee & hour allocation. The fixed amount billed each period and the number of hours it includes. The fee is owed whether or not the full allocation is used — that's what makes it a retainer rather than hourly billing — and hours worked beyond the allocation should have a stated overage rate.
Rollover & expiry of unused hours. The clause most retainer disputes actually come down to. State plainly whether unused hours carry forward at all, how many, for how many periods, and what happens to them once that window closes — expired and forfeited is the common default, but it should be written down, not assumed.
Payment terms.When each period's retainer fee is invoiced (typically in advance), how overage hours and expenses are invoiced separately, the due date, and what happens if payment is late — a grace period, interest, or suspension of work.
Confidentiality. What information the consultant may not disclose or use outside the engagement, how long the obligation lasts after the engagement ends, and any carve-outs (information already public, or already known to the consultant beforehand).
Term & termination (auto-renewal). A retainer typically renews period after period until either side ends it — state the notice period required to terminate, whether either side can end it immediately for cause, and what happens to any unused or rolled-over hours once it ends.
Liability / indemnification. A cap on how much the consultant can be held liable for if something goes wrong, and whether either party agrees to cover the other’s losses arising from their own negligence or breach. This clause is often negotiated hardest — don’t leave it out or copy it blind.
Signatures & date. Both the client and the consultant (or their authorized representative) sign and date the agreement. An unsigned agreement is just a draft — it isn’t binding until both parties have signed it.
Fill in the template above and send it to your client or consultant for signature with a free Evenseal account — 3 documents a month, no card required. Only need your own copy signed? Self-sign for free with no account at /sign-pdf.
Not legal advice — for engagements involving significant IP, liability, or cross-border work, have a local attorney review your agreement.