Annual Retainer Agreement

This agreement sets out the terms of an ongoing retainer between the independent service provider ("Provider") and the client ("Client"). It becomes effective only when BOTH parties have signed below. The Provider drafts and signs first, then shares this document with the Client for review and countersignature — either in-app, or by printing, signing, and uploading a scanned copy.

Section 1 — Parties & Term

Provider (name / business name):

Client (full legal name):

Client billing email:

Retainer start date:

Initial term:

Section 2 — Retained Scope of Services

During each month of the term, the Provider will make the following services available to the Client:

Any work not listed in the table above is out of scope and handled under Section 5 (Out-of-Scope Requests).

Section 3 — Retainer Fee & Payment

Invoices are issued at the start of each billing cycle and are due within 14 days of receipt. The retainer fee is payable regardless of whether the full retained scope is used, in exchange for the Provider reserving capacity for the Client.

I have read and agree to the fee and payment terms in this section.

Section 4 — Unused Capacity & Rollover

Unused retained capacity expires at the end of each month and does not roll over, unless the Provider agrees otherwise in writing before the month ends. Retained capacity may not be exchanged for cash, credit, or services outside the scope in Section 2.

I understand that unused capacity expires monthly and does not roll over by default.

Section 5 — Revisions & Out-of-Scope Requests

Reasonable revisions to work delivered under the retained scope are included while the request stays within that scope. Requests outside Section 2 require a separate written estimate approved by the Client before work begins, and are billed at the additional-hours rate in Section 3. The Provider may decline out-of-scope requests that conflict with reserved capacity for other commitments.

I understand how revisions and out-of-scope requests are handled and billed.

Section 6 — Confidentiality & Intellectual Property

Each party will keep the other party's non-public business information confidential during and after the term. Upon full payment of the applicable fees, deliverables created specifically for the Client under this retainer are assigned to the Client. The Provider retains ownership of pre-existing materials, tools, and know-how, and grants the Client a non-exclusive licence to use them as embedded in the deliverables. The Provider may reference completed, non-confidential work in a portfolio unless the Client opts out in writing.

I have read and agree to the confidentiality and intellectual property terms in this section.

Section 7 — Termination & Renewal

After the initial term, this agreement renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the current period ends. Either party may terminate for material breach that remains uncured 14 days after written notice. On termination, the Client pays for all work performed and capacity reserved through the effective termination date, and the Provider hands over completed work that has been paid for.

I have read and agree to the termination and renewal terms in this section.

Section 8 — General Acknowledgments

I have read and understood each section of this agreement.

I have had the opportunity to ask questions and seek independent advice.

I consent to electronic signatures having the same legal effect as handwritten signatures.

I am authorized to enter into this agreement on behalf of the party named above.

Section 9 — Signatures

Provider — printed name:

Date:

Client — printed name:

Date:

Optional — upload a countersigned scan of this agreement:

This template is provided for reference only and does not constitute legal advice. Consult qualified counsel before relying on this document.