Annual Design Retainer Agreement

This agreement sets out the terms of an ongoing design retainer between the design studio ("Designer") and the client ("Client"). It becomes effective only when BOTH parties have signed below. The Designer 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

Designer (name / studio name):

Client (full legal name):

Client billing email:

Retainer start date:

Initial term:

Section 2 — Retained Design Scope

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

Any work not listed in the table above is out of scope and handled under Section 5 (Revisions & 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 Designer reserving monthly 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 design capacity expires at the end of each month and does not roll over, unless the Designer 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 Designer 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 — Ownership & Usage Rights

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, final design deliverables created specifically for the Client under this retainer are assigned to the Client. The Designer retains ownership of source files, working drafts, unused concepts, and pre-existing tools and assets, and grants the Client a non-exclusive licence to use them as embedded in the final deliverables. The Designer may reference completed, non-confidential work in a portfolio unless the Client opts out in writing.

I have read and agree to the ownership and usage rights 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 Designer hands over final deliverables that have 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

Designer — 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.