Unsigned draft · For review
Monthly retainer
Based on Monthly retainer, template version 2.
Complete the bracketed details and review every clause before signing.
For ordinary services between businesses. Personal, employment, property and other regulated agreements need their own terms. Review every clause with qualified advice where needed. These templates are not legal advice or a guarantee of enforceability. The review checklist
- The Business
- [Business legal name][Business mailing address]
- The Client
- [Client legal name][Client mailing address]
1. The services
Each month the Business provides the Client: [describe the services, and any hours included each month]. Work beyond these services is done only once the Client approves it, and is billed under Extra work.
2. Parties and service details
The Business's legal name, mailing address and contact details are: [the Business's legal name, mailing address and contact details]. The Client's legal name, mailing address and contact details are: [the Client's legal name, mailing address and contact details]. The itemized services and compensation details are: [itemized services, service dates and the value, rate and method of compensation for each]. The deadline for any service list needed for the Client's payment processing is: [the Client's service-list submission deadline, or no separate processing deadline]. No invoice or processing requirement extends a mandatory payment deadline. Both parties receive a complete copy of this agreement and keep it for any period applicable law requires.
3. Monthly fee
The monthly fee is [the monthly fee] for the services and hours listed above. The Business invoices on the first calendar day of each month, or on the start date for the first month. The first month's fee is prorated from the start date. The Client pays within 7 calendar days of the first day of that service period, even if the invoice is late, subject to any earlier nonwaivable legal deadline. Unused included hours do not carry into another month. No invoice or processing delay extends a mandatory payment deadline.
4. Extra work
Work beyond the included services or hours is done only with the Client's written approval, at [the hourly rate] per hour, billed in 15-minute increments. The billing week ends each Sunday. The Business invoices approved extra work by the next calendar day, with hours by date and task. The Client pays within 15 calendar days of that Monday, even if the invoice is late, and no later than 23 calendar days after the relevant services are provided. Any earlier nonwaivable legal deadline applies. Extra work is billed separately from the monthly fee. No invoice or processing delay extends a mandatory payment deadline.
5. Term and renewal
This agreement starts on [the start date] and continues month to month until either party ends it under Ending this agreement. The Business may propose a change to the monthly fee or included services for a month that starts at least 30 days after written notice. A change takes effect only if the Client agrees in writing. If the Client does not accept it, the Client may end this agreement by written notice effective immediately before that change would take effect, without the ordinary 30-day notice period extending the agreement into changed terms. The previous terms apply until termination or an agreed change takes effect.
6. Late payment
If an invoice under this agreement is not paid within 15 days after it is due, the Business may pause the work until it is paid, after telling the Client in writing, and any agreed dates move by the same amount. Pausing does not change what is owed.
7. Who owns the work
Rights in the work delivered in a month transfer to the Client automatically, and only, when the invoices for that month are paid, other than amounts the Client disputes in good faith in writing. The Business keeps its own pre-existing tools, code and know-how, and gives the Client a permanent, non-exclusive, royalty-free license to use, copy and change any of them that are part of the work delivered, and to let others do so for the Client. Third-party materials come with their own licenses, which the Business passes on.
8. Confidentiality
Each party keeps the other's non-public information confidential, uses it only for this work, and protects it with reasonable care. This does not cover information that becomes public through no breach of this agreement, was already lawfully known to the receiving party without a confidentiality obligation, was independently developed without using the other's confidential information, or was lawfully received from a third party without a confidentiality obligation. A party may disclose information to the extent the law requires. Protected reports and disclosures are also permitted as described in Protected disclosures.
9. Protected disclosures
Nothing in this agreement prohibits a report or disclosure protected by law, including protected communications about suspected legal violations with a government agency. No prior permission or notice is required for a protected report or disclosure. Under 18 U.S.C. 1833(b), an individual is immune from civil and criminal liability under federal or state trade-secret law for a disclosure made in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or for a disclosure in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing an employer for retaliation for reporting a suspected legal violation may disclose the trade secret to their attorney and use it in that proceeding if documents containing it are filed under seal and further disclosure occurs only under court order. For this notice, an employee includes an individual performing work as a contractor or consultant for an employer. This clause does not authorize unlawful or unauthorized access to information, or disclosure of legally privileged information beyond what the law permits.
10. Ending this agreement
Either party may end this agreement with 30 days' written notice, or at once if the other party materially breaches it and does not fix the breach within 10 days of being told. The Client pays the monthly fee through the end date, prorated for part of a month, and approved extra work actually performed through that date. The Business credits all payments already received against the amount owed and refunds any excess, including prepaid fees for any unused part of a month, within 14 days or earlier if law requires. No additional cancellation fee is due. The payment condition and disputed-amount exception in Who owns the work also apply after termination. This does not reduce nonwaivable rights or remedies.
11. Limits of liability
Neither party is liable for indirect or consequential losses. Each party's total liability under this agreement is limited to the total fees under it. Neither the exclusion nor the liability cap applies to amounts the Client owes under this agreement, fraud, willful misconduct, or liability that applicable law does not permit the parties to exclude or limit.
12. Independent contractor
The Business works as an independent contractor. It decides how to do the work, pays its own taxes, and covers its own tools and expenses unless this agreement bills them to the Client. This description does not override the classification required by applicable law and the actual working arrangements.
13. Everything else
This agreement is these clauses and any change both parties approve in writing. If an invoice issued under it says something different, this agreement governs. It is governed by the laws of the place where the Business is based when the Client signs it. The parties indicate their agreement by signing below. A person signing for an organization confirms that they are authorized to do so. Notice in writing includes email. If a part of it can't be enforced, the rest still applies. Electronic signatures and copies have the same effect as originals. Headings and the In short notes are reading aids only; the full text governs.
For the Business
Signature: __________________________
Name and title: _____________________
Date: ______________________________
For the Client
Signature: __________________________
Name and title: _____________________
Date: ______________________________
Unsigned draft prepared with BillGrid's free contract templates. Review and adapt the full agreement before either party signs. Template information only. Not legal advice or a substitute for an attorney's advice.