Retainer Agreement Template for Consultants and Agencies (Free Word Download)

A retainer agreement is a contract where the client pays you the same fee every month for an agreed amount of ongoing work, counted in hours or in deliverables. It has to settle four things that a one-off project agreement doesn’t: what each month includes, what happens to hours the client doesn’t use, how extra work gets approved, and how either side ends it. Below is a checklist, sample wording for the unused-hours clause, and a free template you can copy or download as a Word file.

This template is written for consultants, freelancers and agencies providing ongoing services to a business client. It is not a lawyer’s fee agreement, which is a different document.

In Dovio the proposal and the retainer agreement can be one document, with the monthly package in a price table. Try it free for 14 days, no card needed.

Type of retainer	The client pays for	Where in the template
Monthly hours	Up to a set number of hours each month	Section 2, Option A, plus section 4 for unused hours
Monthly deliverables	A fixed list of outputs each month, such as articles or campaigns	Section 2, Option B, with the list in Schedule 1
Prepaid block of hours	A block of hours bought in advance and used as the work comes in	Section 3.4, in place of the monthly fee

Checklist: what a retainer agreement should cover

The parties. Legal name, company or registration number, address and a named contact on each side.
Term and renewal. When the agreement starts, how long the first term is, and whether it then continues month to month.
Scope of services. What each month includes, in hours or as a list of deliverables, and what the fee does not cover, such as ad spend or software.
Fee and payment terms. The monthly fee, whether you invoice in advance or in arrears, and how many days the client has to pay.
Unused hours and rollover. Whether hours the client doesn’t use carry over, expire, or roll over for one month.
Extra work. How work outside the monthly scope is requested, approved in writing and billed.
Termination and notice. How much notice either side gives, and what happens to banked hours and files at the end.
Confidentiality and ownership. What stays confidential, and who owns the work you create each month.

Download the template

The template below is the full agreement. Copy the text or download it as a Word file. Fill in the fields in square brackets, and where you see Option A, Option B and so on, keep one and delete the rest. The template calls you the Provider, whether you are a consultant, a freelancer or an agency.

Retainer agreementWord (.docx)Download

Let the client sign digitally. Send the agreement from Dovio and see when it's signed.

Start Free Trial

If you would rather e-sign than print, set the agreement up once as a contract template in Dovio and send it with the client’s details already filled in.

Retainer Agreement

1. Parties

Client: [Company name], [company or registration number], [address], [email], [phone] (the "Client").

Provider: [Company or full name], [company or registration number], [address], [email], [phone] (the "Provider").

Client contact: [name]. Provider contact: [name].

2. Services and monthly scope

2.1 The Provider will provide [short description, for example content production and paid social management] to the Client on an ongoing basis (the "Services").

Option A (hours): Each month includes up to [number] hours of work on the Services.

Option B (deliverables): Each month includes the deliverables listed in Schedule 1, for example [number] articles and [number] newsletters.

2.2 The monthly fee does not cover [for example ad spend, printing, stock image licenses, third-party software]. The Client pays these costs [directly / against the Provider’s invoice at cost, after approving them in advance].

2.3 The Provider performs the Services independently, as part of their own business, and is not an employee of the Client.

3. Retainer fee and payment

3.1 The Client will pay a monthly retainer fee of [amount] [currency], excluding sales tax or VAT.

3.2 The Provider invoices the fee [in advance / in arrears] on the [day] of each month. The Client pays each invoice within [30] days of the invoice date.

3.3 [Late payments accrue interest at [rate]% per month.] If an invoice is more than [number] days overdue, the Provider may pause work after giving written notice, and deadlines move by the length of the pause.

3.4 [Optional, for a prepaid block of hours instead of a monthly fee:] The Client buys a block of [number] hours for [amount] [currency], excluding sales tax or VAT, invoiced in advance. The Provider uses hours from the block as work is done and tells the Client when [number] hours remain. Hours left in the block [expire [number] months after purchase / do not expire]. If you use 3.4, delete 3.1 and 3.2 and section 4.

4. Unused hours

Option A (banked, with a cap): Hours not used in a month may be used in the following [number] months. No more than [number] hours can be banked at any time. Banked hours are used before the current month’s hours.

Option B (expire monthly): Hours not used in a month expire at the end of that month. The monthly fee stays the same.

Option C (roll over one month): Hours not used in a month roll over to the next month only, and expire if they are not used then.

Hours that expire are not refunded or credited against future fees. If the retainer is measured in deliverables, the same rule applies to deliverables.

5. Additional work

Work not described in section 2 or Schedule 1 is additional work. Before starting any additional work, the Provider tells the Client what it will cost and how it affects the timeline, and starts only after the Client approves in writing. Email is enough. Additional work is billed at [amount] [currency] per hour, excluding sales tax or VAT [/ as quoted for that piece of work], and invoiced with the next monthly fee.

6. Requests and working together

6.1 The Client sends requests through [contact person / channel]. The Provider replies within [number] business days and delivers within the time agreed for each request.

6.2 The Client provides input, approvals and access on time. If the Client is late, the Provider’s deadlines move by the same amount.

6.3 [For an hours retainer:] The Provider records time in increments of [15] minutes.

7. Monthly report

By the [day] of each month, the Provider sends the Client a summary of the previous month: the work done, [hours used, hours banked and hours remaining / deliverables completed], and any additional work.

8. Fee review

The Provider may change the monthly fee and the hourly rate for additional work [once a year / from [date]] by giving [number] days’ written notice. [Any increase will not exceed [percent]% a year.]

9. Term and termination

9.1 This agreement starts on [start date] and runs for an initial term of [number] months. After that it continues month to month until either party ends it with [number] days’ written notice.

9.2 Banked hours when the agreement ends: [may be used during the notice period / expire on the end date].

9.3 Either party may end this agreement immediately by written notice if the other party materially breaches it and does not fix the breach within [14] days of written notice, or if the other party becomes insolvent.

9.4 When the agreement ends, the Provider hands over the Client’s materials and [source files / working files], and makes sure the Client has full admin access to accounts the Client owns, such as [ad accounts, analytics, social media accounts, website]. The Client pays the fees and approved additional work up to the end date.

10. Ownership of the work

Option A (Client owns the work): Ownership of the work the Provider creates for the Client passes to the Client once the fee for the month in which it was delivered is paid. The Provider keeps ownership of their own tools, methods, templates and know-how, and the Client gets a non-exclusive, perpetual license to use them as part of the work.

Option B (Provider keeps ownership): The Provider keeps ownership of the work. The Client gets a [exclusive / non-exclusive], perpetual license to use, copy and modify it in its own business.

The Provider [may / may not] show the work in their portfolio and marketing.

11. Confidentiality

11.1 Neither party will disclose non-public information about the other party’s business, customers, pricing and plans that it receives under this agreement. This obligation lasts for the term of this agreement and [number] years after it ends.

11.2 It does not cover information a party is required to disclose by law or court order.

11.3 [Optional] If the Provider will handle personal data on the Client’s behalf, the parties will sign a separate data processing agreement before that work starts.

12. Liability

The Provider’s total liability under this agreement is limited to [the fees paid in the [number] months before the claim / [amount] [currency]]. Neither party is liable for indirect or consequential losses, such as lost profits or lost business.

13. General

13.1 This agreement, with its schedule, is the entire agreement between the parties about the Services.

13.2 Changes to this agreement must be in writing and agreed by both parties.

13.3 Neither party may assign this agreement without the other party’s written consent.

13.4 Notices under this agreement are sent by email to the contacts in section 1, or to another address a party gives in writing.

14. Governing law and disputes

This agreement is governed by the laws of [state / country, for example the State of New York or England and Wales]. The parties will first try to resolve any dispute by negotiation. If that fails, the dispute goes to the courts of [city / jurisdiction].

15. Signatures

The parties have signed this agreement on the dates below. [Or: This agreement has been signed electronically by both parties.]

For the Client

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

For the Provider

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

Schedule: Schedule 1 Monthly scope.

Schedule 1. Monthly scope

[deliverable, quantity and size, for example four 800-word blog posts, each with one round of edits]
[deliverable]
[deliverable]

This is a general template, not legal advice. It has not been tailored to your agreement. If the agreement involves significant amounts or anything out of the ordinary, have a lawyer review it before you sign.

Unused hours: three ways to write it

This is the clause that causes the most friction in a retainer. In a quiet month the client pays for hours nobody used, and in a busy month they ask for more than the retainer covers. Pick a rule before the first month starts, and write it in section 4.

Banked, with a cap. Unused hours carry over for a set number of months, up to a maximum. It feels fair to the client, and the cap stops a pile of banked hours from landing on you in one busy month. Banked hours are used first, so they don’t sit there until the end.
Expire monthly. Unused hours are gone at the end of the month, and the fee stays the same. The client is paying for your availability, not just your time. It fits when you keep capacity free for them every month, and it is the simplest to run.
Roll over one month. Hours left this month can be used next month, then they expire. It works as a middle ground when the client’s workload moves around but you don’t want to carry a long tail of banked hours.

Whichever you choose, decide what happens to banked hours when the agreement ends. Section 9.2 asks you to choose between using them during the notice period or letting them expire on the end date. If the retainer is counted in deliverables rather than hours, the same rule applies to deliverables.

Extra work: agree it before you start

Most retainers drift. A request comes in that is a bit bigger than usual, then another, and after three months the client is getting more than they pay for. Section 5 stops that by treating anything outside the monthly scope as additional work, which you price and the client approves in writing before you start. Email is enough. You can copy this one:

Subject: Extra request for [month], please confirm

Hi [name],

Thanks for sending over [the request]. It falls outside this month’s scope, so under section 5 of our agreement it’s billed as additional work.

Estimate: [hours or fixed amount]. Effect on the timeline: [new date / none].

Reply to confirm and I’ll get started.

[Your name]

The monthly report in section 7 does the rest. When the client sees the work done, the hours used and the hours banked before the invoice arrives, there is little to argue about when it does.

Term, notice and fee review

A retainer usually runs longer than a project, so three decisions matter more than they would in a one-off agreement.

Initial term. Section 9.1 has a first term in months, then month to month. The first term gives you time to get the work running before either side can walk away. After that, month to month keeps both sides honest.
Notice period. Make it the same for both sides, and long enough for you to fill the gap in your schedule if the client leaves.
Fee review. Section 8 lets you change the fee and the hourly rate for extra work with written notice. Write down how often, and if the client wants a ceiling, the maximum increase. That way a price change is a clause you can point to, not a negotiation.

When the retainer ends

Agencies often hold the keys to things the client owns: ad accounts, analytics, social media profiles, the website. Section 9.4 says that when the agreement ends you hand over the client’s files and make sure they have full admin access to their own accounts. Writing it down protects both sides. The client knows they won’t be locked out, and you know exactly what to hand over, and when you are done.

Retainer, consulting or service agreement?

Your situation	Agreement
Ongoing work for the same client, paid the same fee every month	Retainer agreement (this page)
One project or advisory engagement with a defined result	Consulting agreement
A defined service for a business client, priced per job or per period	Service agreement
Coaching sessions for an individual, paid by them or their employer	Coaching contract

Retainer agreement template for the UK

The template works in the UK with a few small edits.

Set the currency fields to GBP and write VAT where the template says sales tax or VAT.
Fill in the governing law in section 14 with the jurisdiction you choose, for example England and Wales.
Change license to licence in section 10 if you prefer UK spelling.

From template to signed retainer

A Word template works, but every new client means copying the file, typing in their details by hand, saving a PDF and chasing a signature. Dovio is an EU-hosted AI CRM for small businesses, with its own notetaker and built-in e-signing, so the retainer goes out from the same place you keep the client’s records.

You set the template up once. When you send it, the client’s company and contact details fill in from the CRM, along with your own. The monthly package can sit in a price table inside the agreement, so the proposal and the retainer are the same document. The client signs through a link in their email, and you see who has opened it, started and signed, or declined. When the last person signs, everyone gets the signed copy by email.

The signed agreement is then saved on the company and on the contacts who signed it, next to your emails and meetings. Add a task with a due date for the fee review or the end of the first term, so it is on your list before the notice deadline. After a recorded client call, the same CRM writes up the meeting, suggests tasks and drafts the follow-up email for you to review and send. The contracts page shows the whole flow from template to signed agreement.

Summary

A retainer agreement works when both sides know what a month includes and what happens at the edges. Decide what happens to unused hours, agree extra work in writing before you start, and send a short report before each invoice. Use the template, keep the options that fit, and write down the notice period and the handover before the first month starts.

Frequently asked questions

What should a retainer agreement include?

The parties, the term and how it renews, the monthly scope in hours or deliverables, the fee and payment terms, what happens to unused hours, how extra work is approved and billed, how either side ends it, and who owns the work. The template on this page has a section for each.

What is the difference between a retainer agreement and a consulting agreement?

A consulting agreement usually covers one project with a defined result. A retainer agreement covers ongoing work, where the client pays the same fee each month for an agreed amount of time or a set list of deliverables. If the work has an end date and a final deliverable, use a consulting agreement. If it is ongoing, use a retainer.

Is this the same as a lawyer’s retainer agreement?

No. This template is for a consultant, freelancer or agency providing ongoing services to a business client. A retainer agreement with a law firm covers legal fees and is a different document.

Does a retainer fee get paid back if hours are not used?

Only if the agreement says so. Decide it up front and write it in section 4 of the template. You can let unused hours carry over with a cap, let them expire each month, or let them roll over for one month only. The template also says that expired hours are not refunded, so delete that line if you agree otherwise.

How do I get out of a retainer agreement?

Follow the notice terms in the agreement. The template has an initial term in months, then month to month with written notice from either side. Fill in both numbers, and decide what happens to banked hours during the notice period.

How do I price a monthly retainer?

Start from the work you expect each month, in hours or deliverables, and price that at your normal rate. Then decide how much predictability is worth to both sides. A client who commits to months of work in advance is easier to plan around, and the fee can reflect that.

Is a retainer contract template different from a retainer agreement template?

No. Retainer contract and retainer agreement mean the same thing, and the template on this page works under either name.