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Retainer Agreement

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Parties & Engagement Overview›Retainer Model & Structure›Retainer Fee & Billing…

Parties & Engagement Overview13 questions

1. What type of business entity is the company entering into this document?

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2. Which jurisdiction's law should govern this agreement?

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3. Where must disputes be filed, arbitrated, or litigated (venue/forum)?optional

4. What is the full legal name of the service provider (you)?

5. What type of legal entity or person is the service provider?

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6. What is the service provider's business address?

7. What is the service provider's primary business email address?

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8. What is the full legal name of the client?

9. What type of legal entity or person is the client?

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10. What is the client's business or mailing address?

11. What is the client's primary contact email address?

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12. What type of services does the provider offer under this retainer? (Select all that apply)

13. When does the retainer engagement begin?

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Retainer Model & Structure1 question

14. Which retainer model best describes your arrangement with this client?

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Retainer Fee & Billing8 questions

15. What is the monthly retainer fee (USD)?

16. When the monthly retainer fee is paid, how is it characterized?

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17. When is the retainer fee due each month?

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18. Must the provider submit a formal invoice before the client is obligated to pay?

19. Will you charge a late fee on overdue invoices?

20. Can you suspend services if the client's payment is overdue?

21. Will the client reimburse the provider for out-of-pocket expenses incurred on the client's behalf?

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22. May the provider increase the monthly retainer fee on renewal or after advance notice?

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Hours, Rollover & Overages3 questions

23. What happens if the client exceeds their retainer hours in a given month?

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24. Must the provider notify the client before retainer hours are exhausted or overages begin?

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25. What is your standard hourly rate for overage billing?

Scope of Services6 questions

26. Describe what IS included in the retainer scope.

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27. What is explicitly NOT included in the retainer scope (out-of-scope services)?

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28. What access, materials, approvals, or cooperation must the client provide for the provider to perform services?optional

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29. May the provider use AI-powered tools or automated systems in performing services or creating deliverables?

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30. May the provider subcontract or delegate retainer services to other individuals or firms?

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31. How should out-of-scope work requests be handled?

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Reporting & Communication4 questions

32. Will you provide the client with a monthly activity/hours report?

33. How many scheduled meetings, calls, or strategy sessions are included in the retainer each month?

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34. Which communication channels are included under this retainer? (Select all that apply)

35. What is your committed response time for client communications during business hours?

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Intellectual Property3 questions

36. Who owns deliverables and work product created under this retainer?

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37. What provider tools, templates, methodologies, frameworks, or reusable assets are used to perform services and remain the provider's property?optional

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38. May the provider use deliverables created under this retainer in their portfolio or marketing materials?

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Minimum Commitment & Early Termination5 questions

39. What is the minimum commitment period for this retainer?

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40. If the client terminates before the minimum period ends, are they liable for an early termination fee?

41. How many days' written notice is required to terminate the retainer at the end of the minimum period?

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42. May either party terminate immediately (or after a short cure period) for material breach, nonpayment, or other cause?

43. On termination, how are outstanding fees, prepaid balances, unused hours, work-in-progress, and deliverables handled?optional

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Pause Provision1 question

44. Will you allow the client to pause the retainer temporarily?

Confidentiality3 questions

45. What type of confidentiality protection should this agreement include?

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46. How long does the confidentiality obligation last after the retainer ends?

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47. At termination, must each party return or destroy the other's confidential information, materials, credentials, and data?

Independent Contractor Status4 questions

48. Is the provider permitted to work with other clients during this retainer?

49. Must the provider disclose and obtain approval for any work that could create a conflict of interest with this client?

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50. Should the provider agree not to work with the client's direct competitors during the retainer term?

51. Should either party be restricted from soliciting employees, contractors, clients, or customers of the other party?

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Dispute Resolution9 questions

52. Should the total liability of either party under this agreement be capped?

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53. Should the agreement waive consequential, indirect, special, punitive, and lost-profit damages?

54. What indemnification obligations should apply between provider and client?

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55. What methods are permitted for sending formal notices under this agreement?

56. May either party assign or transfer this agreement to a third party?

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57. How should disputes be resolved?

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58. Should the losing party pay the winning party's attorney's fees in a dispute?

59. How will this agreement be executed (signed)?

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60. Will this document be signed electronically?optional

✓ Grounded — not a guessArti is filling the attorney's framework with your answers — it never writes the law.

Required — please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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