Client management

The #1 retainer agreement template for agencies

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Hourly. Project-based. Value-based. Hybrid. There are a ton of pricing models available for agencies, and while the options listed above do have advantages, they’re not without their risks. 

For growing agencies, the pricing model you choose could have a significant impact on your profitability.

That’s why working with clients on a retainer is a smart choice. Monthly retainers give you steady, predictable revenue and make it easier to structure your team’s workload. This is a great way to help ensure consistent, high-quality work over time.

But before you get to work, you’ll need to write a retainer agreement for your client to sign. This agreement should cover elements like the services you’ll provide, how long the working relationship will last, fees, pricing, confidentiality, and more. This sounds like a lot, but it’s important to create a comprehensive agreement that protects your agency should anything go wrong.

The good news is that you don’t need a law degree to create an effective retainer agreement. We’ll show you exactly which elements to include — including a free retainer agreement template to help you get started!

What should be included in a retainer agreement?

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The first part of the agreement should simply state which parties are involved. This will be your agency, along with the client you’re working with. Sometimes, there may be a third party included too — maybe an outside consulting service, SEO agency, freelance writer, or another independent contractor you’re partnering with on the project. 


Next up, list out the services that are included in this agreement. Describe exactly what you’re going to do for your client. For example, maybe you’re drawing up this agreement to provide a client with content for their blog and their social media channels. Your contract should state that your agency will be providing the services of designing graphics and writing copy. 


What is the effective date when your retainer agreement will start, and how long will it last? In many cases, agencies and clients sign an agreement that’s good for one year. At that point, the agreement will end, and the client will decide whether to continue working with your agency. 

Retainer fee

The next element to include in your retainer agreement is the amount of money you’ll be paid. Clearly state how much you are going to charge the client for the services described. Agency retainers can structure payment in any of the following ways:

  • Flat fees: Some agencies charge clients by the project or charge a flat fee for the month covering a set amount of work.

  • Hourly rate: You can also charge clients by the hour, with an agreed-upon hourly cap for each month.

Don’t forget to add whether the client will be expected to cover any expenses or provide reimbursement. You can also include details on payment due dates (net 30 payment terms mean the client must pay you within 30 calendar days after you send an invoice) and how you accept payments (such as direct deposit or PayPal). Payment details are a must-have in every retainer contract because they ensure you’ll get the money you are owed.

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Scope of work

The scope of work in your contract states exactly what you are expected to do for the client — the specific type of work you are going to produce, how much, and how often. For example, one 1,500-word blog post and two social media posts each week on how to teach your cat to talk.

The scope of work is important so you can avoid scope creep. This term refers to how a project can grow over time — starting with small additions but sneakily increasing, loading more responsibilities on you for the same price. (If it’s not obvious, scope creep is something you don’t want to experience!)

“There is no such thing as scope creep, only scope gallop.” ~ Cornelius Fitchner, PMP, CSM, president of OSP International LLC

If desired, in this section of the retainer agreement you can also state what you will not do — explaining that the scope of work includes ABC but does not include XYZ. For example, your agency will design social media graphics but will not actually post them to the client’s social media pages. 

Client responsibilities

You will be responsible for most of the services covered in the agreement. After all, that’s why the client is outsourcing the work to you. But there may be some cases where you need a helping hand from the client.

Maybe you need the client to join your project meetings, or you might ask them for specific resources or require them to pay certain expenses. Whatever it is, make sure any and all client responsibilities are clearly outlined before you begin work. 


“The glue that holds business relationships together is trust.” ~ Brian Tracy, speaker and author

A confidentiality clause is also sometimes termed “non-disclosure agreement.” Either way, this section simply states that nobody from your agency will share private information, data, or business practices with anyone outside the agency.

This clause helps your client understand that they can trust you. Companies might be understandably nervous about handing off their operations to a group of strangers. Seeing a confidentiality clause in your retainer agreement reassures them that your agency employees will keep their information safe. 


In contracts, termination clauses allow either party to end their agreement before it officially ends — without breaching the contract and receiving legal penalties. This section should state any additional terms based around how you or your client could end the agreement, for instance, by providing written notice to the other party a certain number of days before termination.

Intellectual property

If you’re a digital marketing agency or content marketing agency, the work you produce for your clients will likely be considered intellectual property — intangible products that were created by employee brainpower. Your retainer agreement needs to cover this kind of property.

Specify how you and your client will use this property once it’s created. Who will own the rights to this intellectual property? As you write this section, keep in mind that intellectual property encompasses patents, trademarks, copyright, and trade secrets.

Dispute resolution

Dispute resolution is the process of resolving disputes without the need for legal involvement. It’s important to include details on dispute resolution in your retainer agreement, so that you and your client can easily work out problems if any issues come up.

Hopefully, you won’t need this section. But just in case, come up with some alternative methods of dispute resolution, such as mediation or arbitration, that don’t require going to court.

Limitation of liability

Limitation of liability limits how much compensation one party can receive from the other if a breach or lawsuit takes place. This clause is important — if you don’t include this clause and something goes wrong, you might go bankrupt from paying damages. Typically, courts will support limitation of liability clauses. 

Entire agreement

The final section in your retainer agreement should be titled “Entire Agreement.” Essentially, the Entire Agreement clause states that this contract encompasses everything you and your client have discussed. It prevents either party from being held responsible for any previous agreements or understandings outside of this agreement. 

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Retainer agreement template to use

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Phew, that was a lot! But these are all important details that need to go into a contract for a retainer client. Make sure you don’t miss anything by using our sample retainer agreement template below:

  1. Parties: This retainer agreement is created by Service Provider [party #1 name and address] and Client [party #2 name and address], to be made effective as of [date].

  2. Services: The Service Provider shall provide the Client with the following services: [services].

  3. Term: The services described shall commence on [date] and end on [date].

  4. Fee: The Client shall pay the Service Provider [amount/payment type], due upon [time period] after receipt of invoice. 

  5. Scope of work: The Service Provider shall furnish all materials necessary to complete the services. The Service Provider will complete services including [services], but is not responsible for [services]. 

  6. Client responsibilities: To help the Service Provider complete the services more effectively, the Client is responsible for [list any responsibilities]. 

  7. Confidentiality: The Service Provider will not disclose any information, data, or business practices of the Client to a third party, either during or after the term of this Agreement, unless the Client has provided express written permission. 

  8. Termination: Either party may initiate termination of this agreement without penalty before the term expires by providing [amount of time] written notice to the other party.

  9. Intellectual property: Any ideas created by the Service Provider shall continue to be owned by the Service Provider. 

  10. Dispute resolution: Should any disputes arise from this Agreement, both parties shall put forth a good faith effort to settle the dispute by mutual discussion, or by mediation if needed. 

  11. Limitation of liability: The Service Provider is not liable for any damages that may arise from this Agreement. 

  12. Entire agreement: This contract, including any attachments or exhibits, constitutes the entire agreement between the Client and the Service Provider, and supersedes all prior discussions, negotiations, and agreements, whether written or verbal, relating to the subject matter herein. Any modifications to this agreement must be in writing and signed by both parties.

Benefits of a retainer agreement

Creating a retainer agreement that covers all of the information you need might seem like a lot of work, and it can take some time to create a comprehensive agreement that will get the job done. But the benefits you’ll see are 100% worth it. Once you get your retainer agreement in place, you (and your clients) will be able to:

  • Prevent misunderstandings by setting clear expectations for everyone upfront.

  • Make sure you’ll be paid consistently and on time.

  • Ensure everyone understands who owns the finished work.

  • Create smooth, long-term working relationships.

  • Experience less stress and more productivity, knowing your team is covered.

Manage your agency’s services effectively with Teamwork

No matter what style or type of retainer you’re using, a service agreement is essential. This is the time and place for you to lay out every detail of the services that you’ll provide, explaining how your professional services work and what your client can expect. Once you’ve drafted the agreement and given your client a chance to read it, have both parties sign by hand or via electronic signatures. After the contract has been signed, you’re ready to get to work!

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