This Retainer Agreement ("Agreement") is made and entered into as of [DATE] by and between:

[Your Name/Business Name], a [Your Business Structure (e.g., LLC, Corporation)] located at [Your Address] ("Consultant"), and

[Client Name], residing at [Client Address] ("Client").

WHEREAS, Consultant provides professional services in [Your Area of Expertise]; and

WHEREAS, Client desires to engage Consultant to provide certain services; and

WHEREAS, Consultant desires to provide such services.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Services: Consultant agrees to provide the following services to Client:

• [Detailed Description of Services]

The specific scope of services may be further defined in a Statement of Work attached hereto as Exhibit A and incorporated herein by reference.

2. Term: This Agreement shall commence on [Start Date] and shall continue for a period of [Term Length], unless earlier terminated as provided herein (the "Term").

3. Fees:

• Client agrees to pay Consultant a retainer fee of [Dollar Amount] (the "Retainer Fee") payable upon execution of this Agreement.
• The Retainer Fee will be applied towards hourly services rendered at Consultant's standard rate of [Dollar Amount] per hour.
• Any unused portion of the Retainer Fee will be refunded to Client upon termination of this Agreement.
• Client will be invoiced for additional services exceeding the Retainer Fee at the end of each month.

4. Expenses: Client shall reimburse Consultant for all reasonable out-of-pocket expenses incurred in connection with the performance of services hereunder, upon presentation of receipts.

5. Term and Termination: This Agreement may be terminated by either party upon [Number] days' written notice to the other party. This Agreement may also be terminated by either party for cause, such as material breach of this Agreement by the other party.

6. Confidentiality: Consultant agrees to hold in confidence all confidential information of Client obtained during the course of this Agreement. Client agrees to hold in confidence all confidential information of Consultant.

7. Independent Contractor: Consultant is an independent contractor and not an employee of Client. Consultant shall be responsible for all taxes and social security contributions associated with the fees earned hereunder.

8. Compliance with Law: Consultant agrees to comply with all applicable laws and regulations in connection with the performance of services hereunder.

9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State] (USA) or the Province of [Your Province] (Canada), without regard to its conflict of laws principles.

10. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier, addressed as follows:

    If to Consultant: [Your Address]

    If to Client: [Client Address]

13. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Consultant:

[Your Signature]

[Your Name/Business Name]

Client:

[Client Signature]

[Client Name]