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Client Retainer Agreement

Client Retainer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Client Retainer Agreement

"I need a Client Retainer Agreement for my IT consulting firm based in Jakarta, providing cybersecurity services to a multinational corporation, starting from March 2025, with specific provisions for data protection and cross-border service delivery."

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Document background
The Client Retainer Agreement is essential for businesses operating in Indonesia that provide ongoing professional services to clients. This document type is commonly used when a service provider agrees to reserve capacity or provide regular services to a client in exchange for a fixed periodic fee. The agreement must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and Law No. 24 of 2009 requiring Indonesian language usage. It typically includes detailed service specifications, payment terms, performance standards, and professional obligations. This document is particularly relevant for professional service firms seeking to establish long-term client relationships while ensuring legal compliance and clear service expectations in the Indonesian business context.
Suggested Sections

1. Parties: Identification of the service provider and the client, including their legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of the services to be provided under the retainer arrangement

5. Term and Renewal: Duration of the retainer agreement and conditions for renewal

6. Fees and Payment Terms: Retainer fee amount, payment schedule, and method of payment

7. Obligations of Service Provider: Detailed responsibilities and commitments of the service provider

8. Client Responsibilities: Obligations and commitments required from the client

9. Confidentiality: Provisions regarding the protection and handling of confidential information

10. Intellectual Property: Ownership and rights related to work products and pre-existing IP

11. Termination: Conditions and procedures for ending the agreement

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

13. Notices: Procedures for formal communications between parties

14. Entire Agreement: Standard boilerplate confirming this document as the complete agreement

Optional Sections

1. Force Majeure: Provisions for unforeseen circumstances preventing performance - include for longer-term retainers

2. Non-Compete: Restrictions on working with competitors - include when dealing with sensitive industry sectors

3. Non-Solicitation: Restrictions on hiring each other's employees - include for larger professional service firms

4. Insurance: Requirements for professional indemnity insurance - include for high-risk services

5. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include when dealing with government-linked entities or international clients

6. Data Protection: Specific data handling requirements - include when personal data processing is involved

7. Service Level Agreement: Specific performance metrics - include for technical or measurable services

8. Currency and Exchange Rate: Provisions for international payments - include for cross-border services

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of services covered under the retainer

2. Schedule B - Fee Schedule: Detailed fee structure, including hourly rates for additional services

3. Schedule C - Key Personnel: List of key team members assigned to the client

4. Schedule D - Service Levels: Specific performance metrics and response times

5. Schedule E - Report Formats: Templates and formats for regular reporting

6. Appendix 1 - Communication Protocol: Procedures for day-to-day communications and escalations

7. Appendix 2 - Client Policies: Relevant client policies that the service provider must comply with

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Laws
Authorized Representative
Business Day
Client
Client Materials
Confidential Information
Deliverables
Effective Date
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Personnel
Notice
Professional Standards
Renewal Term
Retainer Fee
Services
Service Provider
Service Standards
Term
Territory
Working Hours
Work Product
Additional Services
Affiliate
Client Group
Conflict of Interest
Documentation
Emergency Services
Material Breach
Payment Period
Professional Fees
Response Time
Service Level Requirements
Termination Date
Clauses
Parties
Definitions
Interpretation
Appointment
Term
Services
Service Standards
Fees and Payment
Invoicing
Performance Obligations
Client Obligations
Key Personnel
Confidentiality
Intellectual Property
Data Protection
Liability
Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment
Subcontracting
Notices
Variation
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Counterparts
Non-Competition
Non-Solicitation
Compliance
Anti-Corruption
Reporting
Record Keeping
Audit Rights
Relationship of Parties
Survival
Relevant Industries

Legal Services

Consulting

Accounting

Financial Services

Marketing and Advertising

IT Services

Business Advisory

Management Consulting

Public Relations

Design Services

Engineering Services

Human Resources

Tax Advisory

Corporate Services

Relevant Teams

Legal

Finance

Operations

Business Development

Compliance

Professional Services

Account Management

Client Relations

Contracts Administration

Risk Management

Corporate Affairs

Business Advisory

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Contract Manager

Business Development Manager

Chief Financial Officer

Operations Director

Project Manager

Account Manager

Relationship Manager

Compliance Officer

Professional Services Director

Partner

Senior Consultant

Head of Business Development

Chief Operating Officer

Industries
Indonesian Civil Code (KUHPerdata): The fundamental law governing contracts in Indonesia, particularly Book III on Obligations, which covers contract formation, validity, and enforcement
Law No. 8 of 1999 on Consumer Protection: Regulates the rights and obligations of service providers and consumers, including transparency requirements and service quality standards
Law No. 25 of 2007 on Investment: Relevant for business services and professional engagement terms, particularly when dealing with foreign clients or investments
Law No. 7 of 2014 on Trade: Governs trading activities and service provisions, including professional services and business relationships
Government Regulation No. 42 of 2007: Regulates franchising and ongoing business relationships, which may be relevant for retainer arrangements
Law No. 36 of 2008 on Income Tax: Governs taxation aspects of professional services and retainer fees
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires contracts involving Indonesian parties to be drafted in Indonesian language (bilingual versions are permitted)
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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