Retainer agreement template: Monthly services & recurring revenue
A 12-section retainer agreement covering the monthly allocation, fee and payment, overage, service levels, renewal, reporting and governing law. Download it as a Word file or copy the clauses below. A separate marketing retainer version covers ad spend, reporting and performance limits.
Get the editable contract
Download the Word file and replace every [bracket], or copy the clauses below. The .docx opens in Microsoft Word, Google Docs, Apple Pages and LibreOffice.
- Retainer agreement templateDownload .docx (39 KB)Read it on this page
- Marketing agency retainer agreementDownload .docx (39 KB)Open on this page
Not legal advice. Contract law differs by country and state, so have a qualified lawyer where you and your client are based review the final version before you sign it.
Contract template
1. Parties & agreement
Names the provider and the client.
This Retainer Services Agreement ("Agreement") is entered into as of [DATE]:
Service Provider: [YOUR NAME/COMPANY] ("Provider")
Client: [CLIENT NAME/COMPANY] ("Client")
This Agreement establishes an ongoing service relationship under the terms below.2. Retainer services
Lists the services the retainer covers and what is excluded.
Provider will provide the following services under this retainer: [LIST OF SERVICES INCLUDED] Examples: - Strategic consulting and advisory - [SPECIFIC SERVICE 1] - [SPECIFIC SERVICE 2] - [SPECIFIC SERVICE 3] Services NOT Included: - [EXCLUSIONS - e.g., paid advertising management] - Services outside scope available at additional cost
3. Monthly allocation
Choose Option A (hours per month, with a rollover rule) or Option B (deliverables per month) and delete the other.
[OPTION A - Hours-Based]: Monthly Hours: [X] hours of service per month Time tracking: Provider will track and report hours weekly Unused Hours: [DO NOT roll over / Roll over up to X hours / Full rollover] [OPTION B - Deliverables-Based]: Monthly Deliverables: - [X] [DELIVERABLE TYPE 1] - [X] [DELIVERABLE TYPE 2] - [X] [DELIVERABLE TYPE 3] Additional deliverables available at: $[RATE] each
4. Retainer fee & payment
Sets the monthly fee, payment on the 1st for that month, the payment method, auto-pay and what happens when payment is late.
Monthly Retainer Fee: $[AMOUNT] Payment Due: 1st of each month for that month's services Payment Method: [BANK TRANSFER / CREDIT CARD / ACH] Auto-Pay: [REQUIRED / OPTIONAL] Late Payment: Services may be paused if payment is not received by [DATE] Late Fee: [X]% per month on overdue balances
5. Overage & additional services
Notifies the client at a usage threshold, requires approval before overage work and sets overage and rush rates.
Hours/deliverables beyond monthly allocation: - Provider will notify Client when [X]% of allocation is used - Additional work requires Client approval - Overage Rate: $[RATE]/hour (or $[AMOUNT] per deliverable) Rush requests: +[X]% premium Services outside retainer scope: quoted separately
6. Service levels
Sets response times, included calls, emergency support and service hours.
Retainer clients receive priority service: - Response to inquiries: within [X] business hours - Scheduled calls: minimum [X] per month included - Emergency support: [AVAILABLE / NOT INCLUDED] Service hours: [DAYS] [TIME] [TIMEZONE] After-hours requests: addressed next business day
7. Term & renewal
Sets the initial term, automatic renewal unless either side gives notice, and a cap on annual rate increases.
Initial Term: [X] months, beginning [START DATE] Renewal: Agreement auto-renews for successive [X]-month terms unless: - Either party provides [X] days written notice of non-renewal - Either party terminates per Section 9 Rate Adjustment: Provider may adjust rates annually with [X] days notice - Increases will not exceed [X]% without Client consent
8. Reporting & communication
Sets weekly usage reports, a monthly summary, check-in calls, the main contact and how requests are submitted.
Weekly: Usage report showing hours/deliverables used Monthly: Summary report with work completed and recommendations Check-in Calls: [WEEKLY / BI-WEEKLY / MONTHLY] at scheduled time Primary Contact: [NAME/ROLE] at [EMAIL/PHONE] Requests submitted via: [EMAIL / PORTAL / PROJECT MANAGEMENT TOOL]
9. Termination
Sets notice periods during and after the initial term, the early termination fee, what happens to unused balance and termination for material breach.
During Initial Term: Either party may terminate with [X] days notice - Early termination fee: [X] months of retainer fee After Initial Term: Either party may terminate with [X] days notice - No early termination fee Upon Termination: - Provider completes work in progress - Client pays for services rendered through termination - Unused retainer balance: [REFUNDED / NOT REFUNDED] For Cause: Immediate termination for material breach
10. Confidentiality
Both sides keep strategies, client data and pricing confidential for a set number of years after the agreement ends.
Both parties agree to maintain confidentiality of proprietary information Confidential information includes: business strategies, client data, pricing Confidentiality obligations survive termination for [X] years
11. Governing law & disputes
Names the law that applies and how disputes are handled. Fill in both lines, then have a lawyer qualified in that jurisdiction confirm them before signing.
Governing Law: This Agreement is governed by the laws of [STATE/PROVINCE, COUNTRY] Dispute Resolution: The parties will first try to resolve any dispute through good-faith discussion within [X] days of written notice If not resolved: [MEDIATION / ARBITRATION UNDER (NAMED RULES) / THE COURTS OF (CITY, STATE/COUNTRY)]
12. Signatures
Both parties sign and date the agreement before the first month starts.
Both parties agree to the terms above. Provider: _________________ Date: _________ Client: _________________ Date: _________
Not legal advice. This template is a drafting starting point, provided for information only. Contract law differs by country and state, so have a qualified lawyer where you and your client are based review the final version before you sign it.
Choose the version for your work
Use only the sections that match your engagement. Each version below contains its own complete working text or checklist.
These are drafting examples. Adapt the terms with legal advice for your jurisdiction and engagement before signing.
Marketing agency retainer agreement
Use this version for marketing retainers. It adds a flexible hours allocation across services, rollover options, ad spend kept separate from the retainer fee and approved by the client, monthly reporting, account management and a clear list of results the agency does not guarantee. Download the Word file at the top of the page.
Edits stay in this page until you leave. Download a copy before closing.
Before you sign: what to check with a lawyer
This template has not been reviewed for any particular country or state. Take these points to a lawyer qualified where you and your client are based.
- The governing law and disputes section is a fill-in clause. Choose the law and the forum, then have a lawyer qualified in that jurisdiction confirm the wording.
- Clause 7 automatic renewal: some places regulate auto-renewal terms, mainly for consumer contracts. Check notice requirements if any client is an individual.
- Clause 9 early termination fee: courts in some countries refuse to enforce a fee that works as a penalty rather than a reasonable estimate of your loss. Keep it proportionate.
- Marketing version, clause 5: if you ever pay ad platforms on the client's behalf, put that in writing, including who owns the ad accounts and how the spend is reimbursed.
Drafting tips
- Require payment at the start of each month, not the end
- Set clear expectations about rollover. "Use it or lose it" is simpler to manage
- Set an initial term long enough to finish onboarding and show results, then move to renewals.
- Proactively suggest uses for unused hours to prevent client frustration
- Report usage regularly so there are no surprises
- If you use automatic renewal (clause 7), remind the client before the notice window closes.
What this contract covers
Rollover rule
Clause 3 makes you choose: no rollover, rollover up to a set number of hours, or full rollover. Pick one before signing.
Overage with approval
Clause 5 alerts the client at a usage threshold you choose and requires approval before any overage work, at the overage or rush rate.
Service levels
Clause 6 sets response times, included calls, emergency support and service hours, so the client knows what the monthly fee buys.
Auto-renewal with a rate cap
Clause 7 renews the agreement unless either side gives notice, and caps annual rate increases at a percentage you set unless the client agrees to more.
Early termination fee
Clause 9 charges a set number of months' fees if the client leaves during the initial term, and no fee after it.
Usage reports
Clause 8 sends weekly usage reports and a monthly summary, which makes under-use visible early.
Frequently asked questions
Should unused hours roll over?
Clause 3 gives three choices. No rollover is simplest to manage. A capped rollover (for example up to 5 hours, expiring after a month) gives clients some flexibility without a backlog building up. Full rollover can leave you owing a large block of hours at once, so add an expiry if you allow it.
What's a good minimum retainer term?
Long enough to finish onboarding and show results for the service you sell. Fill it in clause 7, and set the early termination fee in clause 9 so it reflects your real onboarding cost.
How do I handle clients who don't use their retainer hours?
Proactively reach out with suggestions for how to use remaining hours. Send regular usage reports. If underutilization persists, discuss right-sizing the retainer. Better to keep a smaller retainer than lose the client.
Can I work with competitors of my retainer clients?
Unless you have an exclusivity clause, yes. However, be mindful of confidentiality obligations. If you want to restrict yourself, charge an exclusivity premium.
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