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Updated August 09, 2022

A retainer agreement is a contract between a client and a professional who requires an upfront payment applied to future work. A retainer can be set up as a one (1) time payment or for a recurring period. The agreement will detail compensation, hours, contingencies, and any other terms for the services provided.

Engagement Letter – An agreement that establishes a business relationship between a professional and a client.

By Type (12)

What is a Retainer?

A retainer acts as a non-refundable deposit for future service from an attorney, accountant, or other professional. There is commonly a non-refundable payment that can be used to pay for services.

Monthly Retainer

monthly retainer , also known as “pay for access”, is when a client pays a repeated amount to a service provider in exchange for access to their services. This is common with companies that seek constant advice from accountants, attorneys, or other professionals where their services are needed on a continued basis.

How Retainer Agreements Work

Setting up a retainer agreement begins with a client seeking the services of someone else in exchange for payment. The retainer agreement acts as both an agreement for services and allows the service provider to collect pre-payment for future services.

Step 1 – Negotiate the Compensation

client and service provider negotiating price of retainer

The client and service provider will meet and discuss the full scope of the service. The parties will negotiate the hourly rate, contingency, retainer amount, and termination.

Step 2 – Two (2) Types of Retainers

client looking over pay for access retainer agreement

There are two (2) types of retainer agreements:

1.) Pay for Work

A 1-time payment used as an advance payment for future services.

    • Example: A client hires an attorney and pays a retainer to get started on a case.

2.) Pay for Access

A recurring payment used for an on-going relationship between the client and consultant.

    • Example: A client pays a retainer of 10 hours of accounting services every month whether or not they use them.

Step 3 – Sign the Retainer Agreement

client signing the retainer agreement

When the terms are agreed by all parties and the retainer agreement is written it’s time to sign the agreement. Under the law, only the service provider and the client are required to sign.

Step 4 – Get Paid

client paying provider cash for retainer fee

After the agreement has been signed it’s time for the client to pay the retainer amount. It is common in a retainer agreement for a clause to read:

“no work may begin until the retainer has been paid, in-full, by the client”

Therefore, the client is best served to make payment as soon as possible after an agreement is signed.

Note : A retainer is mainly used by professionals to act as an advance payment for services or as a deposit. It’s used to ensure the individual providing the service is paid.

What is a Contingency Fee?

A contingency fee is an amount of money that is only paid if certain parameters are met. A contingency fee allows a client to only make a payment for the services if the contingency is met. This is often seen in the legal and consulting industries.


A contingency fee is mostly used when hiring an attorney to represent a client in a civil case. The attorney will most likely require a percentage (%) of the total amount received by the other party. This is especially common in personal injury cases when the attorney is negotiating with an insurance company.

Sample: Retainer Agreement

Download: Adobe PDF , MS Word , OpenDocument


1. THE PARTIES . This Retainer Agreement (“Agreement”) is made effective as of [MO/DAY], 20[X], by and between:

2. SERVICE PROVIDER : [NAME] with a street address of [ADDRESS], City of [CITY], bbin电竞官网官方永久 of [STATE], (“Service Provider”)


3. CLIENT : [NAME] with a street address of [ADDRESS], City of [CITY], bbin电竞官网官方永久 of [STATE] (“Client”).

4. SERVICES . Service Provider agrees to provide the following Services: [SERVICES].

5. TERM . The Services shall commence on [DAY], 20[X], and end: (check one)

☐ – On the date of [DAY], 20[X].

☐ – At completion of the Services performed.

☐ – Upon either party may terminate this Agreement with [X] days’ notice.

☐ – Other. [OTHER TERMS].

6. COMPENSATION . In consideration for the Services provided, the Service Provider is to be paid in the following manner: (check all that apply)

☐ – Per Hour. $[X] /hour.

☐ – Per Job. $[X] for the completion of the Services.

☐ – Commission. [X]% commission based on [X].

☐ – Other. [OTHER TERMS].

7. CONTINGENCY . As part of the Service Provider’s Pay: (check one)

☐ – There SHALL be a contingency-fee arrangement in accordance with: (check applicable)

☐ – [X]% of [X].

☐ – There SHALL NOT be a contingency-fee arrangement as part of this Agreement.

8. PAYMENT . Service Provider shall be paid, in accordance with section IV: (check one)

☐ – On a ☐ weekly ☐ monthly ☐ quarterly basis beginning on [DAY], 20[X].

☐ – At completion of the Services performed.

☐ – Upon the Client receiving an Invoice from the Service Provider.

☐ – Other. [OTHER TERMS].

9. RETAINER . The Client is: (check one)

☐ – Required to pay a Retainer in the amount of $[X] to the Service Provider as an advance on future Services to be provided (“Retainer”). The Retainer is: (check one)

☐ – Refundable.

☐ – Non-Refundable.

☐ – Not required to pay a Retainer before the Service Provider is able to commence work.

10. EXPENSES . The Service Provider is: (check one)

☐ – Responsible for all expenses. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Service Provider.

☐ – Reimbursed for ONLY the following expenses: [EXPENSES].

Client agrees to pay the Service Provider within thirty (30) days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Service Provider may have to show receipt(s) or proof(s) of purchase for said expense.

☐ – Not required to pay for any expense in connection with the Services provided.

11. WAIVER OF CONTRACTURAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

12. INDEPENDENT CONTRACTOR STATUS. The Service Provider is an independent contractor and neither the Service Provider’s employees or contract personnel are, or shall be deemed, the Client’s employees.

13. STATE AND FEDERAL LICENSES.  The Service Provider represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

14. PAYMENT OF TAXES.  Under this Agreement, the Client shall not be responsible for:

a.) Withholding FICA, Medicare, Social Security, or any other Federal or bbin电竞官网官方永久 withholding taxes from the Service Provider’s payments to employees or personnel or make payments on behalf of the Service Provider;

b.) Making Federal and/or bbin电竞官网官方永久 unemployment compensation contributions on the Service Provider’s behalf; and

c.) Making payments of taxes incurred while performing the Services under this Agreement, including all applicable income taxes.

15. EMPLOYEES’ COMPENSATION. The Service Provider shall be solely responsible for the benefits, unemployment compensation and workers’ compensation provided to their employees.

16. INDEMNIFICATION . Service Provider shall release, defend, indemnify, and hold harmless Client and its officers, agents, and employees from all suits, actions, or claims of any character, name, or description.

17. CONFIDENTIALITY . The Service Provider acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Service Provider will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform the Services on the Client’s behalf.

18. ASSIGNMENT AND DELEGATION . The Service Provider may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Service Provider recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

19. GOVERNING LAW . This Agreement shall be governed under the laws in the bbin电竞官网官方永久 of [STATE].

20. SEVERABILITY . This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable.


22. ENTIRE AGREEMENT. This Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Service Provider. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written hereunder.

Service Provider’s Signature _________________________ Date _______________

Print Name _________________________

Client’s Signature _________________________ Date _______________

Print Name _________________________

How to Write a Retainer Agreement

Download : Adobe PDF , Microsoft Word (.docx) , Open Document Text (.odt)

Step 1 – Acquire Your Copy Of The Retainer Template From This Page

The agreement necessary to set up an employment arrangement with a retainer included is a downloadable item you can save as a PDF, Word or ODT file. The text links (“Adobe PDF,” “Microsoft Word (.Docx),” “Open Document text (.ODT)”) located under the image will enable you to do so. Select the file type you like


Step 2 – Introduce This Retainer, The Service Provider, And The Client

After the retainer has been acquired and you are ready to fill it out, open it with your editing program. Several areas of this retainer will be populated with empty lines or blank spaces. Each of these is a request for information that you are expected to fulfill by directly typing in the needed content. The first document item requiring this type of participation is the article labeled “I. The Parties.” The two blank spaces that follow the phrase “…Made Effective As Of” expect the calendar date when this agreement will be set as effective. Produce this date as a written month, calendar day, and (on the second line) year.  The second piece of information you must present to this document is also requested in this first article. Seek out the first available blank space following the label “Service Provider” then use it to display the name of the Professional or Business that will make its services available to a specific party.  The Service Provider’s street address, city, and state of business are all called for as well. The remainder of the “Service Provider bbin电竞官网官方永久ment” will have a blank space attached to the phrases “…Street Address,” “…City Of,” and “…bbin电竞官网官方永久 Of” where you may submit the Service Provider’s legal mailing address.  It is important that we also identify the entity that wishes to obtain the Professional’s services here in the introduction. Seek out the first empty in the next segment of this statement then furnish the Client’s legal name on it. In addition to this entity’s legal name, you must provide its official mailing address by entering it for display across the next three available spaces.  Now, that we’ve introduced both Professional (or the Service Provider Company) and the Client in their respective roles, we shall have to deliver a definition as to how these two will interact and why. Since the Professional being hired here will be obligated to provide a specific service, we will begin the next set of topics with the section “II. Services.” A couple of blank lines have been supplied here so you may report what tasks, actions, or projects the Professional is being hired to engage in for (or with) the Client. If more room is required to fully define the Service Provider’s responsibilities, then you may insert additional lines, or you may cite an attachment with this information. 


Step 3 – Define When Service Must Begin And When It Must Terminate

After documenting the types of services, the Professional or Provider will supply, we must continue to the next item, where we shall fit a timeframe to this job or project. In “III. Term,” you will be presented with a request for information and a series of checkbox statements. We will begin by providing a solid date to the first day the Professional must provide the services defined above on the first two blank spaces of this article.  It is also considered standard procedure to define a time or method that a working relationship can end successfully. For this goal, you will need to select one of four checkbox choices from this article to include this information so it may apply in the future. The first statement in this list will declare that a predetermined calendar date will automatically terminate this agreement once it is reached. You will have to check the box on the left of the phrase “On The Date Of” then supply the termination date on the blank lines provided.  If the two parties have agreed that this contract should continue until the agreed-upon “…Completion Of The Services Performed,” then solidify this by checking the second checkbox.  This agreement may be considered an ongoing arrangement until one or both Parties decide to terminate it. Should this be the most accurate description of how this agreement should end successfully then, mark the third statement’s checkbox. Naturally, you will be asked to report the number of “Days’ Notice” required for a Party to terminate this contract on the space provided.  Some employment agreements may necessitate a more detailed report on the terms of termination. If this is such a case, then the “Other” option has been supplied. Mark the box labeled “Other,” then give the details of how and/or when both Parties agree this agreement should terminate. 


Step 4 – Document The Pay Rate Or Manner Of Compensation

We will now need to satisfy this paperwork’s need for a definition as to what precisely the Professional will be paid for the work that is done. This will be handled with a checklist of items in the fourth article (titled “IV. Compensation”). Unlike the previous checklist, however, you may choose as many of these items that both Parties agree to apply to this document. Keep in mind that all will require additional information to be considered complete statements. Thus, if the Professional will be paid an hourly wage while working then, select the first checkbox and record the exact amount of money that the Client will pay the Professional for every hour of work.  The second statement in this list will state that the Client will pay the Professional for every project or job that he or she has completed. If marking this checkbox, you are required to enter the dollar amount that must be paid upon the successful “Completion Of Services.”  The pay rate the Professional is entitled to for successfully upholding this contract can also include a calculated commission, however, for this to be the case during as a result of this contract then, select the third checkbox. The first blank space here will need the exact percentage defining the commission that will be paid to the Professional while the second space expects the base entered. Fill in this information if this choice applies.  If none of these statements can accurately describe what the Professional will be paid or if another method will contribute to the Professional’s paycheck then, mark the fourth checkbox (“Other”). This choice attaches a blank line after the word “Other” that you must utilize to display an accurate description of the Professional’s pay. 


Step 5 – Further Discuss The Payment And Retainer

The item designated with the “V. Contingency” label will enable you to discuss additional payments the Client may set in place upon the Professional’s ability to perform or the successful completion of a goal. For example, a Tax Attorney has reached a favorable settlement quickly to satisfy a violation on behalf of his or her Client and may thus be entitled to additional payment or a property sale has been facilitated by a Realtor with exemplary results. Whatever the case, if a Contingency has been set in place for the Professional then, it must be documented in this article for it to apply to both parties by marking the checkbox “There Shall Be A Contingency-fee Arrangement” then marking the next checkbox. The blank space between this second box and percent sign expects an entry of the percentage that will calculate the contingency fee while the second blank space requires you define the source of these funds.    If a contingency fee will not be part of this contract, then mark the checkbox that is attached to the phrase “There Shall Not Be A Contingency-Fee Arrangement”  It will also be considered crucial that we give a definitive account of when and how often the Professional can expect to receive a payment from the Client under the instruction of their agreement. This task will be taken care of by “VI. Payment.” To successfully provide this definition, you will need to read through the statements provided here, decide which best applies, then, mark the corresponding checkbox to its left. The first statement will define the frequency of pay as periodic. If the Professional will be paid regularly throughout this agreement then, mark the first checkbox. This means you need to define if the payments will be submitted “Weekly,” “Monthly,” or on a “Quarterly Basis Beginning On the date you specify.  If the Professional must complete the “Services Performed” before receiving payment then, select the second checkbox statement.  The Client and Professional may agree that payment should be submitted whenever an invoice is issued. If so then check the box that corresponds to the statement “…Client Receiving An Invoice From The Service Provider.”  If the payment submitted will follow another set of rules or an additional method(s) will be used then mark the last checkbox (“Other”), where a blank line is presented with the document’s expectation that you give an appropriate description to the manner in which the Professional or Service Provider will be paid. The “Retainer” required by the Professional as a reservation for his or her services must be defined if it is to be considered part of this agreement. Locate the seventh article “VII. Retainer,” where you must select one of two definitions to apply as the retainer status of this paperwork. If there will be a retainer then mark the checkbox corresponding to “Required TO Pay A Retainer” then furnish the exact dollar amount the Professional must receive as a retainer (separate from any other pay, commission, or contingency fee) to reserve his or her services in the future. This choice will also need you to indicate if the Client will be eligible for a refund of the retainer amount. If this amount is “Refundable” check the first box in this statement or if this amount is “Non-Refundable” mark the next checkbox.  If no retainer is needed for the Professional to begin working then, mark the “Not Required to Pay A Retainer…” checkbox. 


Step 6 – Address Any Expenses Required For The Project

We will be expected to discuss the expenses the project(s) or task(s) may entail Regardless if we anticipate any or not the stance held by the Professional and the Client on this responsibility should be solidified. In “VIII. Expenses,” we will have a choice of three statements that we can choose from to document how these Parties expect expenses to be handled. If the Professional will be “Responsible For All Expenses” then mark the first checkbox in this section.  If the Client is obligated to reimburse (or to pay back) the Professional for some expenses but not all then mark the second checkbox. This choice will have a blank line where you must list each expense the Professional may expect the Client will pay him or her back for.  If the Client will assume all responsibility for the project(s) expenses, then mark the third checkbox statement. 


Step 7 – Deliver The Information Required To Handle Potential Disputes

Regardless of how successful an agreement is there is always a chance that a dispute may arise between its Signature Parties. This paperwork will call for arbitration according to the terms listed in “IX. Disputes” but will require that you report the “County” and “bbin电竞官网官方永久” where this arbitration will take place. Use the two blank spaces in this section (before the word “County…” and after the words “bbin电竞官网官方永久 Of”) to present this information.  Both Parties will want to be able to communicate with each other should an obstacle or misinterpretation arise with this agreement. Oftentimes, when one Party must notify the other regarding an agreement, it will have to be delivered to a predetermined address that is defined within the agreement itself. In “X. Legal Notice,” we will solidify the mailing address each party wishes used when a notice must be mailed. Begin by entering the mailing address of the Client on the line labeled “Client’s Address.”  The next line, “Service Provider’s Address,” has been reserved for the full mailing address of the Professional or Service Provider Company being hired through this document’s execution. Enter this address exactly as it has been reported by the Professional. 


Step 8 – Report Where This Agreement Is Governed

Naturally, this contract will be subject to governance by federal law and it will be locally governed as well by the state. Record the name of the state where this agreement will apply its terms, be executed, and thus be enforced if necessary, on the blank line in “XX. Governing Law.” 


Step 9 – Include All Agreed-Upon Obligations

The twenty-third article of this agreement, bearing the label “XXII. Additional Terms And Conditions” allows any additional provisions to be included. It should be understood by the very nature of a contract that any material defining provisions or agreements will only be considered enforceable if they are presented to both parties as part of the contract’s contents. Any agreement not contained in this paperwork by the time the Professional or Service Provider and the Client sign their names will not be considered enforceable (unless it happens to be a law that requires adherence). Therefore, the blank lines in this section will allow the presentation of any additional material. 


Step 10 – The Professional And The Client Require Signature

The Professional or a Signature Representative of the Service Provider Company must submit his or her signature on the “Service Provider’s Signature” line to formally agree to the terms laid out above. Additionally, he or she must enter the current calendar date immediately after signing and printing his or her name on the “Date” and “Print Name” lines respectively    The Client in this contract will also need to formally declare the intention of adhering to its contents. For this task he or she is required to sign the “Client’s Signature” line, print his or her name on the “Print Name” line under this signature, then record the signature “Date” on the blank line to the right of the “Client’s Signature” line.