Consulting Retainer Agreement Sample

Consulting Retainer Agreement Sample: What You Need to Know

If you are a consultant or are planning to offer consulting services, having a consulting retainer agreement in place is crucial. A consulting retainer agreement is a contract between the consultant and client that outlines the terms of their ongoing relationship. This agreement provides clarity and protection for both parties, ultimately ensuring a successful and productive consulting engagement.

In this article, we will provide a sample consulting retainer agreement and explain important points to consider when creating or reviewing one.

The Basics of a Consulting Retainer Agreement

Before diving into the sample agreement, let’s review the basic components of a consulting retainer agreement:

1. Scope of work: This section outlines the services the consultant will provide, such as specific projects, deliverables, or ongoing support.

2. Fees and payment terms: This section specifies the consultant’s fee structure and payment frequency.

3. Duration: This section outlines the length of the agreement, including start and end dates.

4. Termination: This section outlines the circumstances under which either party can terminate the agreement.

5. Confidentiality: This section outlines how confidential information will be handled and protected.

6. Intellectual property: This section outlines how ownership and usage of intellectual property will be handled.

7. Liability and indemnification: This section outlines the level of risk each party is assuming and how liability will be handled.

8. Governing law: This section outlines the jurisdiction governing the agreement.

Sample Consulting Retainer Agreement

Here is a sample consulting retainer agreement that includes the above components:









Scope of Work:

The consultant will provide ongoing consulting services related to [INSERT SCOPE OF WORK HERE]. The consultant will provide [INSERT DETAILS OF SERVICES, SUCH AS WEEKLY CHECK-INS, REPORTING, ETC.].

Fees and Payment Terms:

The consultant will be compensated at a rate of [INSERT HOURLY RATE, MONTHLY RETAINER RATE, OR PROJECT FEE HERE]. Payment will be made on a [INSERT PAYMENT SCHEDULE HERE].


This agreement will begin on [INSERT START DATE HERE] and will continue until [INSERT END DATE HERE]. The agreement may be extended or modified by mutual agreement of both parties.


Either party may terminate this agreement with [INSERT NOTICE PERIOD, SUCH AS 30 DAYS’ WRITTEN NOTICE] for any reason. The consultant may terminate this agreement immediately if the client fails to pay fees owed.


The consultant agrees to keep all information shared by the client confidential and not to disclose it to any third party without the client’s prior written consent.

Intellectual Property:

Any intellectual property developed by the consultant during the engagement will remain the property of the consultant. The client may use the intellectual property solely for the purpose of fulfilling the scope of work outlined in this agreement.

Liability and Indemnification:

The consultant shall not be liable for any damages arising from the services provided under this agreement. The client agrees to indemnify and hold harmless the consultant from any and all claims, damages, and expenses arising from the client’s use of the consultant’s services.

Governing Law:

This agreement shall be governed by the laws of [INSERT JURISDICTION HERE].


A consulting retainer agreement is an important tool that provides clarity and protection for both the consultant and the client. By clearly defining the terms of their ongoing relationship, both parties can ensure a successful engagement. When creating or reviewing a consulting retainer agreement, be sure to consider the key components, such as scope of work, fees and payment terms, confidentiality, intellectual property, and liability and indemnification. Having a well-crafted consulting retainer agreement in place can set the foundation for a successful and mutually beneficial relationship between a consultant and their client.