Consulting Retainer Agreement Template

A retainer agreement turns a consultant's availability into a monthly arrangement both sides can plan around. This template sets the monthly fee and the hours it includes, how quickly you'll respond, what happens to unused hours and extra time, and a minimum term with simple notice to end it.

  • 1. Advisory Services
  • 2. Retainer Fee and Included Hours
  • 3. Unused Hours
  • 4. Additional Hours
  • 5. Response Times
  • 6. Projects Outside the Retainer
  • 7. Expenses
  • 8. Term and Notice
  • 9. Confidentiality and Ownership
  • 10. Independent Contractor
  • 11. Limitation of Liability
  • 12. General
  • Signatures from both parties
Free, no account needed to start. Not legal advice.

Use it when a client wants ongoing access to your advice, rather than a single defined project.

The full template

Words in brackets, like [Client Name], fill in automatically from your client's details when you use the template in Clientary.

In the editor, you can change any section or add your own. Once you send it, your client signs online from any device. Edit this template online

This Consulting Retainer Agreement is made on [Contract Date] between [Company Name] ("Consultant") and [Client Name] ("Client").

1. Advisory Services

Consultant will be available to Client as an ongoing advisor on strategy, operations, and growth. This includes calls and video meetings, answers by email, review of plans and documents, and a monthly working session with Client's leadership team.

2. Retainer Fee and Included Hours

  • The retainer is $4,000 per month, invoiced in advance on the 1st of each month and due within 15 days.
  • It includes up to 20 hours of advisory time each month, recorded in quarter-hour increments.
  • Consultant will send a summary of hours used with each invoice.

3. Unused Hours

The retainer reserves Consultant's availability each month. Hours not used in a month don't roll over to the next.

4. Additional Hours

Consultant will tell Client when 16 hours have been used in a month. Time beyond 20 hours is billed at $175 per hour, only with Client's approval first, and invoiced with the next month's retainer.

5. Response Times

  • Emails and calls are answered within one business day.
  • Urgent questions, marked as urgent, are answered the same business day.
  • Meetings are scheduled within five business days of a request.

6. Projects Outside the Retainer

Defined projects, such as a diagnostic or a roadmap, aren't part of the retainer. Consultant will quote them separately in a statement of work, so they don't use up retainer hours.

7. Expenses

Client will reimburse reasonable expenses at cost, such as travel for on-site meetings. Any single expense over $250 needs Client's approval in advance.

8. Term and Notice

This agreement starts on the date above with a three-month minimum term, then continues month to month. After the minimum term, either party may end it with 30 days' written notice. The retainer is due for each month that starts during the notice period.

9. Confidentiality and Ownership

Each party will keep the other's confidential information private, during this agreement and for three years after it ends. Once paid for, materials Consultant creates for Client belong to Client. Consultant keeps its general methods, tools, and know-how.

10. Independent Contractor

Consultant is an independent contractor and is responsible for its own taxes, insurance, and equipment. Recommendations are advice, and Client remains responsible for its own business decisions.

11. Limitation of Liability

Each party's total liability under this agreement is limited to the fees Client paid in the 12 months before the claim. Neither party is liable for indirect or consequential losses.

12. General

This agreement is governed by the laws of [state or country]. It is the entire agreement between the parties on this subject, and may only be changed in writing signed by both.

By signing below, both parties agree to these terms.

How to use this template in Clientary

  1. Edit it online. Change any section or add your own. No account needed.
  2. Preview it as your client will see it. Fill in who it's for and pick a design.
  3. Start your free trial to send it. Confirm you'll have it reviewed, since templates aren't legal advice, and your contract is waiting in your new account with your client's details filled in.
  4. Send it to be signed. Your client reviews and signs online, and you can see when it's viewed and signed.

Learn more about contracts and e-signatures in Clientary.

Frequently asked questions

Do unused retainer hours roll over?

It depends on the agreement. Many consultants don't roll hours over, because the retainer pays for reserved availability each month. Saying so plainly in the agreement avoids disputes later.

What is an overage rate?

The hourly rate for time beyond what the retainer includes. Agreeing on it in advance, and on when the client is told they're close to the limit, keeps extra work from becoming a surprise on the invoice.

Is this consulting retainer agreement template free?

Yes. Read and copy the full text on this page, or edit it online and see it as your client will. When it's ready, start a free Clientary trial to send it or download it as a PDF.

Has a lawyer reviewed this template?

No. It's a general starting point written by Clientary, not legal advice, and it hasn't been reviewed by a lawyer for your situation or the laws where you and your client work. Have your own counsel review it before you use or sign it.

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