Retainer Agreement
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: _____________________________________