This document is essential for establishing professional service relationships in Saudi Arabia where ongoing services are required on a regular basis. The Retainer Fee Agreement serves as a formal contract between service providers and their clients, defining the terms of engagement, scope of services, and payment arrangements. It is specifically designed to comply with Saudi Arabian legal requirements, including Sharia principles and commercial regulations. The agreement is commonly used by professional service firms, consultancies, and advisory businesses to establish long-term service arrangements with their clients. It includes crucial elements such as fee structures, service levels, confidentiality provisions, and compliance requirements, while providing flexibility to accommodate various professional service contexts within the Saudi Arabian business environment.
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1. Parties: Identification of the service provider and client, including full legal names, addresses, and registration details
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Scope of Services: Detailed description of the professional services to be provided under the retainer
5. Term and Renewal: Duration of the retainer agreement and conditions for renewal
6. Retainer Fee Structure: Amount, payment schedule, and calculation method for the retainer fee
7. Payment Terms: Details of payment method, timing, and handling of additional costs
8. Obligations of Service Provider: Duties, responsibilities, and service standards of the provider
9. Client Obligations: Responsibilities of the client, including information provision and cooperation
10. Confidentiality: Provisions for handling confidential information and trade secrets
11. Termination: Grounds and procedures for terminating the agreement
12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
13. Entire Agreement: Statement that the agreement represents the complete understanding between parties
1. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
2. Intellectual Property Rights: Add when services involve creation or use of intellectual property
3. Non-Competition: Include when restricting the service provider from working with competitors
4. Assignment: Add when transfer of rights needs to be specifically addressed
5. Insurance: Include when specific insurance requirements need to be maintained
6. Compliance with Sharia: Add detailed Sharia compliance provisions when required by the nature of services
7. Data Protection: Include when personal data processing is involved
8. Dispute Resolution: Add when specific arbitration or mediation procedures are preferred
1. Schedule 1 - Detailed Scope of Services: Comprehensive breakdown of services covered under the retainer
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment structure
3. Schedule 3 - Service Level Agreement: Specific performance metrics and service standards
4. Schedule 4 - Key Personnel: List of key team members assigned to provide the services
5. Appendix A - Required Documentation: List of documents required from client for service provision
6. Appendix B - Compliance Requirements: Specific regulatory or Sharia compliance requirements
7. Appendix C - Communication Protocol: Procedures for routine communications and escalations
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