Professional Services Retainer Agreement for the United States

Professional Services Retainer Agreement Template for United States

A Professional Services Retainer Agreement is a legal contract under U.S. law that establishes an ongoing relationship between a service provider and client. It outlines the terms and conditions under which professional services will be provided, including scope of work, payment terms, confidentiality obligations, and service delivery expectations. This agreement provides a framework for regular, recurring professional services while ensuring compliance with federal and state regulations governing professional service relationships.

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What is a Professional Services Retainer Agreement?

The Professional Services Retainer Agreement is essential for businesses seeking to establish long-term professional service relationships in the United States. This document is particularly valuable when regular, ongoing services are required, providing a structured framework for service delivery, payment terms, and mutual obligations. It addresses key aspects such as scope of work, confidentiality, intellectual property rights, and liability provisions, while ensuring compliance with both federal and state regulations. The agreement is commonly used when clients need consistent access to professional expertise without entering into separate contracts for each service instance.

What sections should be included in a Professional Services Retainer Agreement?

1. Parties: Identification of service provider and client, including full legal names and addresses

2. Background: Context of the agreement and brief description of the professional services to be provided

3. Definitions: Key terms used throughout the agreement

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

5. Fees and Payment Terms: Retainer amount, billing rates, payment schedule, and expense reimbursement

6. Term and Termination: Duration of agreement and conditions for termination

7. Obligations of the Parties: Responsibilities and duties of both service provider and client

8. Confidentiality: Protection of confidential information shared during service provision

What sections are optional to include in a Professional Services Retainer Agreement?

1. Non-Compete: Restrictions on competition, used when protecting business interests from competitive activities

2. Force Majeure: Provisions for unforeseeable circumstances that might affect service delivery

3. Insurance Requirements: Specific insurance coverage requirements for high-risk or regulated services

4. Intellectual Property Rights: Ownership and usage rights of materials created during service provision

What schedules should be included in a Professional Services Retainer Agreement?

1. Schedule A - Scope of Services: Detailed breakdown of services to be provided

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule C - Service Level Agreement: Performance metrics and service standards

4. Appendix 1 - Key Personnel: List of key team members and their roles

5. Appendix 2 - Insurance Certificates: Copies of required insurance documentation

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Clauses
Industries

Federal Internal Revenue Code: Tax implications and proper classification of contractor vs. employee relationships in professional services agreements

Fair Labor Standards Act: Federal labor law that may apply depending on the nature of services and relationship structure

Federal IP Laws: Copyright Act, Patent Act, and other intellectual property protections that need to be addressed in the agreement

Americans with Disabilities Act: Federal regulations regarding accessibility and accommodations, particularly if services involve public interaction

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

State Labor Laws: State-specific employment and contractor regulations that may affect the service relationship

Professional Licensing Requirements: State and industry-specific licensing and certification requirements for professional service providers

State IP Laws: State-specific intellectual property protections and requirements

State Tax Regulations: State-specific tax implications and requirements for professional services

Industry Regulations: Specific standards, compliance requirements, and regulations for the particular professional service industry

Privacy Laws: Federal and state privacy regulations governing data protection and confidentiality

Uniform Commercial Code: Standardized business laws adopted by states governing commercial transactions

Insurance Requirements: Professional liability, general liability, and other insurance requirements for professional service providers

Dispute Resolution Laws: Federal and state laws governing arbitration and other forms of dispute resolution

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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