ClauseryFree retainer agreement template (Word)
A contract between a client and a service provider (lawyer, consultant, agency, freelancer) for ongoing services at a fixed recurring fee, with defined scope, hours/deliverables and unused-time policy.
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A retainer agreement sets up an ongoing relationship where a client pays a recurring fee (monthly is most common) to reserve a service provider time and availability. It defines the scope covered, hours or deliverables included, how additional work is billed, and whether unused time rolls over or expires.
Retainers give the provider predictable income and the client guaranteed availability/priority response. Be clear about scope creep — define what is included and what triggers additional fees.
What to include#
- Client and provider. Both parties names/companies, addresses and contact details; effective date.
- Services covered. The scope of services included in the retainer (specific deliverables, hours per month, priority response, advisory access) and what is out of scope.
- Retainer fee and billing. Monthly (or other period) retainer amount, payment schedule, invoicing cadence, accepted payment methods, and late-fee terms.
- Unused time / overages. Whether unused hours roll over (and expiration) or are use-it-or-lose-it; hourly rate for work beyond the retainer scope/hours; change-order process for extra work.
- Term and termination. Initial term, auto-renewal, notice period to cancel (typically 30 days), what happens to in-progress work on termination, confidentiality and IP ownership.
How to fill it in#
Step 1: Define scope precisely
List what is included and, importantly, what is not; scope creep kills retainer profitability.
Step 2: Set a realistic fee
Match retainer hours to typical client needs; if they routinely use 20 hours a month, price for 20 + buffer.
Step 3: Decide rollover policy
Rollover reduces client anxiety about unused time; use-it-or-lose-it protects your capacity. Pick one and state it clearly.
Step 4: Specify overage rates
State the hourly rate for work beyond scope and require written approval (change order) before exceeding the retainer.
Step 5: Include exit terms
Set a notice period (30 days is standard) and how in-progress work and prepaid fees are handled on termination.
Related templates and guides
Questions
Is a retainer refundable?
Typically no — it reserves availability and is earned monthly; some arrangements hold a deposit/advance that is drawn down (true retainer vs evergreen retainer — be clear which yours is).
Do I need one for every client?
For ongoing recurring work yes; one-off projects use a SOW or project contract instead.
Is it the same as a deposit?
No — a deposit is a one-time prepayment against future invoices; a retainer is recurring for ongoing availability.
Should unused hours roll over?
Rollover makes sense for intermittent-need clients (e.g. legal hotlines); use-it-or-lose-it for steady ongoing delivery. Be explicit.
Can I raise the retainer?
Yes, with proper notice (30-60 days) written into the agreement.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.