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Freelance Retainer Contract
"I need a Freelance Retainer Contract for a software development consultant who will be working 20 hours per week for my tech startup in Manila, starting March 1, 2025, with strict IP protection clauses and monthly reporting requirements."
1. Parties: Identifies the contracting parties - the client and the freelancer, including their complete legal names and addresses
2. Background: Sets out the context of the agreement and the parties' intention to enter into a retainer arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Outlines the services to be provided by the freelancer under the retainer arrangement
5. Term and Renewal: Specifies the duration of the retainer agreement and any renewal provisions
6. Retainer Fee and Payment Terms: Details the monthly retainer fee, payment schedule, and additional charges if applicable
7. Independent Contractor Status: Clearly establishes the freelancer's status as an independent contractor, not an employee
8. Intellectual Property Rights: Addresses ownership and transfer of intellectual property created during the engagement
9. Confidentiality: Protects confidential information shared during the engagement
10. Performance Standards: Sets out expected quality standards and delivery timeframes
11. Termination: Specifies conditions and procedures for ending the agreement
12. Governing Law: Establishes Philippine law as the governing law
13. Dispute Resolution: Outlines the process for resolving disputes
14. General Provisions: Includes standard boilerplate clauses such as force majeure, severability, and entire agreement
1. Non-Compete: Restricts the freelancer from working with competitors - only included if specifically required and ensuring compliance with Philippine competition laws
2. Non-Solicitation: Prevents the freelancer from soliciting client's employees or other contractors - included for sensitive positions
3. Equipment and Resources: Specifies any equipment or resources provided by the client - included if client provides specific tools or systems
4. Insurance Requirements: Details required insurance coverage - included for high-risk services or when working with corporate clients
5. Data Protection: Additional provisions for handling personal data - included when services involve processing personal information
6. Milestone Requirements: Specific project milestones and deliverables - included when services include specific project-based components
7. International Payment Terms: Special provisions for international payments - included for overseas clients
8. Performance Metrics: Detailed KPIs and performance measurement criteria - included for complex service arrangements
1. Schedule A - Scope of Services: Detailed description of services to be provided, including any specific deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of retainer fees, hourly rates for additional work, and expense policies
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Authorized Representatives: List of key contacts and their authority levels for both parties
5. Appendix 1 - Required Reports: Templates and specifications for required regular reports
6. Appendix 2 - Confidential Information: Specific details of what constitutes confidential information
7. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 4 - Data Processing Requirements: Specific procedures for handling personal or sensitive data if applicable
Authors
Services
Retainer Fee
Additional Services
Confidential Information
Deliverables
Effective Date
Force Majeure
Intellectual Property Rights
Pre-existing Materials
Service Levels
Term
Working Day
Client Materials
Client
Contractor
Authorized Representatives
Business Hours
Dispute
Good Industry Practice
Monthly Report
Payment Period
Project
Quality Standards
Scope of Work
Subcontractor
Success Criteria
Territory
Work Product
Data Protection Laws
Personal Data
Contract Year
Key Personnel
Material Breach
Professional Fees
Service Credits
Termination Notice
Affiliate
Background IP
Foreground IP
Term and Duration
Retainer Fees
Payment Terms
Independent Contractor Status
Intellectual Property Rights
Confidentiality
Non-Disclosure
Performance Standards
Service Levels
Reporting Requirements
Warranties
Representations
Termination
Force Majeure
Liability
Indemnification
Insurance
Data Protection
Non-Compete
Non-Solicitation
Dispute Resolution
Assignment
Subcontracting
Notice
Amendments
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Relationship of Parties
Compliance with Laws
Tax Obligations
Conflict of Interest
Authority
Electronic Communications
Record Keeping
Audit Rights
Force Majeure
Time of Essence
Technology
Digital Marketing
Content Creation
Consulting
Creative Services
Professional Services
Software Development
Media and Entertainment
Education and Training
Financial Services
Healthcare
E-commerce
Real Estate
Manufacturing
Business Process Outsourcing
Legal
Human Resources
Procurement
Finance
Operations
Project Management Office
Marketing
Information Technology
Business Development
Corporate Affairs
Freelance Consultant
Independent Contractor
Content Writer
Digital Marketing Specialist
Graphic Designer
Software Developer
Business Analyst
Project Manager
Social Media Manager
UI/UX Designer
Legal Consultant
Financial Advisor
Training Specialist
Virtual Assistant
Web Developer
SEO Specialist
Video Editor
Market Research Analyst
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