General Retainer Agreement Template for New Zealand

A General Retainer Agreement is a legally binding contract that establishes an ongoing professional services relationship between you and your client. This document secures your services for a specified period while providing predictable income and clear service expectations. In New Zealand, these agreements must comply with contract law principles and consumer protection legislation to ensure enforceability and fairness for both parties.

When do you need this document?

You need a General Retainer Agreement when establishing ongoing professional relationships where services will be provided regularly over time. This includes consulting arrangements, legal services, marketing agencies providing monthly services, IT support contracts, or advisory services where clients require consistent access to your expertise. The agreement is particularly valuable when you want to secure guaranteed monthly income while providing clients with priority access to your services. It's also essential when your service relationship involves confidential information, intellectual property creation, or situations where clear boundaries around service scope need to be established upfront.

Key legal considerations

Your retainer agreement must clearly define the scope of services to avoid disputes about what is included in the retainer fee versus additional charges. Include specific provisions for fee structures, payment terms, and what happens if services exceed the agreed scope. Confidentiality clauses are crucial when handling sensitive business information, and you should address intellectual property ownership for any work created during the retainer period. Consider liability limitations and professional indemnity insurance requirements, especially for high-risk professional services. Termination clauses should specify notice periods, final payment obligations, and what happens to ongoing work. Include dispute resolution mechanisms and governing law clauses to provide certainty in case of disagreements.

Legal requirements in New Zealand

Under the Contract and Commercial Law Act 2017, your retainer agreement must meet basic contractual requirements including offer, acceptance, consideration, and mutual intention to create legal relations. The Fair Trading Act 1986 requires all service descriptions and fee structures to be accurate and not misleading, so ensure your agreement clearly states what services are included and any limitations. If your client is a consumer rather than a business, the Consumer Guarantees Act 1993 applies, requiring services to be provided with reasonable care and skill and fit for purpose. You must comply with GST obligations under the Goods and Services Tax Act 1985, clearly stating whether fees include or exclude GST. For certain professional services, additional regulatory requirements may apply, such as professional body standards or licensing requirements that should be referenced in your agreement.