Retainer Agreement Template

A retainer agreement is a contract in which a client pays a specialist in advance to be available for ongoing or future work. It sets out the services, the fees, and how either side can end it. This FormsPal retainer agreement template is a fillable PDF with lines for each point. Complete it online or print it and fill it in by hand.

Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.

What Is a Retainer?

Retainers are non-refundable deposits in return for service in the future. The service provider can be an attorney, an accountant, or other professional. These are payment agreements between you and your client.

Your client pays you every month in exchange for your services within a specific time frame. You may receive the fee in advance or at the end of the month after the completion of the work. In the legal field, a professional has gained popularity as clients are likely to hire attorney services more than anything else.

What Is a Retainer Agreement?

A retainer agreement is a work-for-hire contract between a company or an individual and a client. It can be something between a permanent employment contract and a one-off contract. In this agreement, the client will pay you for the services you provide in the future within the time mentioned in it.

Retainer agreements are secure as your customer will pay in advance for the work you promise to deliver later. If you are a freelancer, this will work as income security.

What Are the Types of Retainer Agreements?

Retainer agreements come in two common forms. The first pays you for the hours you work. The second pays you to stay available. Pick the one that matches how you and the other side plan to work together:

  • Pay-for-work retainers. If you expect a continuous flow of monthly payments from your client, you will be termed as a pay-for-work retainer. Such retainer agreements are used when the relationship with your clients has just commenced. You are paid for the number of hours you devote to the work. These agreements are nothing very different from a contract. However, it is very different from a one-off contract as the work here is to be delivered for a prolonged period.
  • Pay-for-access retainer. If you are providing your service and knowledge to your client and expecting to get paid in return for the same, you are a pay-for-access retainer. This is an ongoing retainer agreement wherein the client retains your services on a continued basis. Therefore, the client trusts you and forms a professional relationship with you.

When to Use Retainer Agreements?

The legal field is the one to use retainer agreements most widely. When people require legal services, they pay a retainer fee to the legal counsel who guides them and makes themselves available when in need. This is called an advance payment for a monthly recurring work to the legal counsel.

Apart from retaining legal counsel, this retainer agreement is also used by consultancy firms to provide services to their client. If both the client and consultancy share a professional relationship for an extended period, and the client predicts that they will need the consultant’s expertise soon, access to a retainer agreement will be provided.

A retainer agreement is also required by freelancers to provide themselves with a secured and stable source of income and ongoing cash flow. It is an excellent way for them to secure their service of expertise.

Pros and Cons of Using a Retainer Agreement

This setup gives you steady work and a closer bond with the other side. It can also mean lower rates and a heavier workload. Here is a quick summary before the details.

  • Pros: predictable income, a trusting relationship, and customers who like the arrangement.
  • Cons: a discount on your rate, uneven workloads, scheduling pressure, and dependence on a few clients.

Pros of Using a Retainer Agreement

Security of payment. No matter how large your business is, it’s always safe to get your payments secured and not suffer the lack like other businesses do. The scale of business does not decide upon the guarantee of payment. Expenses that your business suffers do not come to an end during your awaiting payments. Therefore this agreement ensures smooth payment sailing.

Trusted client. The only thing upon which the whole retainer agreement is based is trust. This is a massive advantage because the clients to enter into such agreements will be those with whom professional relationships have already been entrusted. Once the client enters into such an agreement, the client’s probability of sticking with you for a while becomes high. The clients also place trust in you and believe that your work is dependable, and they are also willing to secure your services with them in the future.

Preferable by clients. Not all clients prefer retainers, but most do as they can easily place their trust in them. Retainers give a sense of security to their client.

Cons of Using a Retainer Agreement

Less pay. The client will expect some discount as they will be retaining your services for a prolonged period. Now, if you look at the bigger picture at the end of the delivery, money is likely to be balanced out.

Different levels of work. As a retainer, you can get hit by a lot of work once the client gets back to you with one big project and other services. Therefore, when setting a retainer agreement with your party, it is essential to write that you won’t be available for 40 hours straight for a week. Scope of services, an extension of the deadline, and other expectations need not be kept for an assumption.

Scheduling issues. Deadlines can make your blood pressure go high. The workload is also another drawback if you do not include it in a retainer agreement. Therefore terms and conditions related to the delivery of service need to be crystal clear so that you do not keep extending your delivery dates and making the clients unhappy.

Dependency problems. It is impressive that you have a set of clients that you can depend upon. But overly relying upon those clients and not balancing retainer and non-retainer is a risk you do not want to fall into.

How Does a Retainer Agreement Work?

A retainer agreement has two parties. One agrees to provide a set number of hours of work each month, and the other pays a fee in advance. Extra hours are paid at the rates set in the agreement. Follow these steps to set it up:

  1. Negotiate the compensation. In this agreement, a retainer must always negotiate the compensation they receive for the services provided. This will ensure the smooth completion of the agreement.
  2. Decide on the types of retainers. Clients must constantly decide what type of retainers they want to get their jobs done effectively.
  3. Sign the contract with agreed-upon terms. Upon negotiation and decision of the type of retainers, it is essential to agree to the terms of the agreement and sign the same.
  4. Getting paid for the project. You would expect fair pay for your efforts. Therefore, you must check the clauses for payment in the agreement very carefully.

What to Include in the Scope of Work

The scope of work says what you get each month. A clearly written scope prevents misunderstandings and makes the hours easier to track for your business. Use specific words that anyone could understand.

  • Services. Name each task, such as reports, design work, or advice calls.
  • Exclusions. Write down what the scope of work leaves out, so the limits are clear.
  • Hours. Say how many hours the fee covers and how extra hours are billed.
  • Response times. Note how quickly support requests get an answer.
  • Term. State how long the scope runs before both sides review it.

The template has lines for the services and for what the scope leaves out. You fill them in on page 1. Review the term and the scope of work together before you sign.

What Are the Components of a Retainer Agreement?

A clear agreement answers who the parties are, what the work is, how much the fee is, and how either side ends the arrangement. A retainer agreement of a professional or service provider must cover the following:

  • Parties’ information, including professional and client details
  • Duration of the agreement
  • Details of the services to be provided
  • Conditions associated with the payment
  • Method of termination
  • Retainer fee
  • Action to be taken in case of default by any of the parties
  • Any other miscellaneous details required for smooth completion of a retainer agreement
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Download your fillable Retainer Agreement template in PDF.

How to Complete the Retainer Agreement Template

The retainer agreement template must be obtained from a trusted website or an individual with the relevant authority. Follow these steps to complete the FormsPal template. They go in the same order as the form, from page 1 to page 6, and each step names the part of the form it covers.

The screenshots under each step show the FormsPal Retainer Agreement template filled with sample entries in blue, so you can see where each answer goes. The names, addresses, dates and amounts are examples only.

  1. Agreement date, Client and Service Provider. At the top of page 1, enter the date on the “dated ___ 20__” line. The form calls it the Effective Date. Then write the name and mailing address of the Client and of the Service Provider.
    Retainer Agreement: RETAINER AGREEMENT, filled with sample entries
    Step 1: sample entries, not a real document.
  2. Services, exclusions, start date and advance days. In Section 1, list the services on the lines provided. Use the lines under “expressly excludes the following” for anything left out of the scope. In Section 2, write the start date, and the term then continues month to month. In Section 3, enter the number of days given in advance for ending the Agreement.
    Retainer Agreement: same, filled with sample entries
    Step 2: sample entries, not a real document.
  3. Termination checkboxes for each Party. Two boxes under “Check box, as applicable” cover ending the Agreement. One is for the Service Provider when the Client does not pay, and one is for the Client when the Services are not delivered. Tick the ones you both agree on.
    Retainer Agreement: Check, filled with sample entries
    Step 3: sample entries, not a real document.
  4. Other termination rights and the monthly fee. Tick “Other termination rights of the Parties” and write them on the lines if you have any. In the Retainer section, enter the fee amount, the day of the invoice, and the number of days to pay it.
    Retainer Agreement: □ Other termination rights of the Parties, filled with sample entries
    Step 4: sample entries, not a real document.
  5. Where to send payment. Use the lines that follow the sentence about how payments are sent to say how and where to send payment, such as the payee name and the address or account to use.
    Retainer Agreement: Payments shall be sent as follows, filled with sample entries
    Step 5: sample entries, not a real document.
  6. Noncompetition covenant. Section 7 offers two boxes under “Check box, as applicable”. Tick the first box only if the covenant applies during the term of the Agreement. Read its wording before you tick it.
    Retainer Agreement: Check box, as applicable, filled with sample entries
    Step 6: sample entries, not a real document.
  7. Noncompetition covenant does not apply. Tick the box saying the noncompetition covenant does not apply if the parties want no covenant. The two Section 7 boxes are alternatives, so mark the one that matches your agreement.
    Retainer Agreement: Check, filled with sample entries
    Step 7: sample entries, not a real document.
  8. Insurance: proof of insurance. In Section 12, tick the first box if the provider is to carry the listed insurance and give certificates of insurance.
    Retainer Agreement: Check box, as applicable, filled with sample entries
    Step 8: sample entries, not a real document.
  9. Insurance: no proof of insurance. Tick the second box instead if no proof of insurance is wanted. The two Section 12 boxes are alternatives, so mark one.
    Retainer Agreement: Check, filled with sample entries
    Step 9: sample entries, not a real document.
  10. Additional Terms and Conditions. Write any extra terms the parties agree to on the lines in Section 16. Leave the lines blank if there are none.
    Retainer Agreement: Additional terms and conditions, filled with sample entries
    Step 10: sample entries, not a real document.
  11. Governing law. On page 5, write the state in the blank after “laws of the State of”. Fill out the state which shall have the jurisdiction of this agreement in “Governing law.”
    Retainer Agreement: State of, filled with sample entries
    Step 11: sample entries, not a real document.
  12. Client contact information. On page 5, write the Client’s contact details on the first Client Contact Information line.
    Retainer Agreement: Client contact info, filled with sample entries
    Step 12: sample entries, not a real document.
  13. Client contact information, continued. At the top of page 6, finish the contact details on the remaining lines above the Service Provider heading.
    Retainer Agreement: Client contact info, filled with sample entries
    Step 13: sample entries, not a real document.
  14. Service Provider contact information. Under Service Provider Contact Information, write the phone, email and mailing address on the lines provided.
    Retainer Agreement: Service Provider Contact Information, filled with sample entries
    Step 14: sample entries, not a real document.
  15. Signatures, names and dates. Below “IN WITNESS WHEREOF”, each Party signs on its own Signature line, prints a name and adds a date. The form has no separate witness block.
    Retainer Agreement: Client signature, Name and more, filled with sample entries
    Step 15: sample entries, not a real document.
Tip: fill in the template once with sample details, as in the screenshots above, then replace each sample with your own. Print a copy from Google Chrome or Microsoft Edge for each party before anyone signs.

Frequently Asked Questions

These answers cover the questions people ask most often about the FormsPal form. Each one points to the part of the PDF it describes, so you can check it against the form as you fill it in.

Can I edit this template?

Yes. Click Create My Document to fill it in online, or download the PDF and complete it by hand. You can also use the FormsPal PDF editor or a free reader such as Adobe Acrobat Reader to fill in the downloaded PDF on your screen.

What does the FormsPal template ask for?

The template has blanks for these items:

  • The agreement date and the names and mailing addresses of both parties.
  • The services, the exclusions, the start date, and the advance days for ending the agreement.
  • The fee amount and where to send it.
  • Additional terms, the governing state, contact details, and signatures.

How are the fees set on this template?

The Retainer section has three blanks. Enter the fee amount, the day of the invoice, and the number of days to pay each one. The lines under the payments heading say how and where to send the money.

Can I choose whether to include a noncompetition covenant?

The template gives two boxes in Section 7, one for a noncompetition covenant and one saying it does not apply. Tick only the box that matches what you both agree. Section 12 works the same way for proof of insurance.

Who signs the template?

Each party signs on its own signature line, prints a name, and adds a date. The form has no separate witness or notary block. Keep a signed copy for each party.

Can I add my own terms?

Yes. Section 16, Additional Terms and Conditions, has lines for any extra terms you both agree on, such as reporting dates or response times. Leave the lines blank if you have none.

General information, not legal or tax advice.

Jennifer M. Settles
Jennifer M. Settles
Author & Attorney
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.
Published: Jul 26, 2022