What does the template cover?

Scope of services, the retainer fee and billing cycle, replenishment and unused hours, rates for out-of-scope work, term and renewal, termination and refund of unearned fees, confidentiality, limitation of liability and governing law.

Can I use a retainer for any kind of service?

It is written for professional services. If you provide services where specific rules apply to retainers or client funds, ask a qualified professional to review the agreement first.

Can the client sign it online?

Yes. Generate a PDF from the template and send it for e-signature with Propper, after signing up with Google or a 6-digit email code and starting the 14-day free trial, with no credit card.

Is this template legal advice?

No. It is a customizable starting point, not legal advice. Adjust it to your situation, and have a qualified professional review it if you are unsure it fits.

Legal templates

Retainer Agreement Template

Q: What is a retainer agreement?

It is a contract under which a client pays a provider a recurring fee to keep the provider available for an agreed scope of services.

Q: What happens to unused hours?

You decide. The template has a field for the unused hours policy, so state whether hours roll over, expire or are handled another way.

Free for 14 days on the Business plan, no credit card required.

Professional services retainer agreement with monthly fee, billing cycle, unused-hours policy, out-of-scope rates, and refund of unearned fees.

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About This Template

A retainer agreement is a contract in which a client pays a provider a recurring fee to keep the provider available for an agreed scope of work. Consultants, agencies, advisors and other professionals use retainers to give clients steady access and to give themselves predictable income. The agreement is what makes the arrangement clear: what the fee buys, how it is billed and what happens when the hours are not used.

Use a retainer agreement when the work is ongoing rather than a one-off project. Before you sign, settle the scope of services, the monthly fee and the number of included hours, the billing cycle and payment terms, and what happens to unused hours. Decide the rate for work that falls outside the scope, and the point at which the provider must get approval before spending more.

This template covers each of those points, along with the initial term, renewal, termination, a refund of unearned fees, confidentiality, a limitation of liability and governing law. It opens ready to fill in: add the provider and client details, generate a PDF and send it for e-signature with Propper.

What This Template Covers

Effective date
Provider
Client
Scope of services
Response time (business hours)
Monthly retainer fee
Included hours per month
Billing cycle
Payment terms (days)
Unused hours policy
Out-of-scope hourly rate
Out-of-scope approval threshold
Initial term (months)
Non-renewal notice (days)
Termination notice (days)
Confidentiality period (years)
Liability cap (months of fees)
Governing law (state)

What to include in a retainer agreement

Define the scope of services and the response time you will commit to. State the retainer fee, the included hours and the billing cycle, with payment terms. Explain how unused hours are treated and what the overage rate is for work beyond the included hours.

Add the initial term, how renewal works and the notice needed to end the agreement. Say how unearned fees are handled on termination.

Unused hours and out-of-scope work

These two points cause most retainer disagreements. Decide whether unused hours roll over, expire or are credited, and write the answer down. Set a separate rate for out-of-scope work and require approval above a threshold, so the client is not surprised by an invoice.

Common mistakes

Describing the scope in a single vague sentence. Saying nothing about unused hours. Leaving out how the agreement renews, so it continues by default or lapses without notice. Failing to say what happens to fees paid for work not yet done.

Send it with Propper

Sign up with Google or a 6-digit email code and start a 14-day free trial, with no credit card. The template opens ready to fill in: complete the terms, generate a PDF, and send it for e-signature.

Sample Retainer Agreement

A sample document with example details. Your template opens with fields ready to fill in.

This template is a customizable starting point, not legal advice. Laws vary by state and situation, so have a qualified attorney review any agreement before you rely on it.

Read the sample as text

!DOCTYPE html

Northfield Advisory Group LLC

Retainer Agreement

Effective February 1, 2026

Professional Services Retainer Agreement

Effective DateFebruary 1, 2026

Monthly Retainer$6,000.00

Included Hours20 / month

Initial Term6 months

Overage Rate$325.00 / hour

Payment Terms15 days

Provider

Northfield Advisory Group LLC

75 Linden Avenue, Suite 400, New York, NY 10010

Client

Cedar & Stone Holdings LLC

910 Market Street, Philadelphia, PA 19107

1. Parties

This Retainer Agreement (the "Agreement") is made as of February 1, 2026 (the "Effective Date") between Northfield Advisory Group LLC ("Provider") and Cedar & Stone Holdings LLC ("Client").

2. Scope of Services

Provider shall be available to perform the following services for Client (the "Services"): ongoing strategic advisory, monthly performance reviews, and on-demand support for marketing and operations questions. Provider will respond to Client requests within 8 business hours. This Agreement is for professional services other than legal services.

3. Retainer Fee and Billing Cycle

Client shall pay Provider a retainer of $6,000.00 per month, which covers up to 20 hours of Services each month. Provider will invoice the retainer monthly in advance, and each invoice is due within 15 days. Hours are tracked and reported to Client with each invoice.

4. Replenishment and Unused Hours

Included hours reset at the start of each calendar month. Unused hours do not roll over and expire at the end of each month. Hours used beyond the included hours are billed as out-of-scope work under Section 5.

5. Rates for Out-of-Scope Work

Work outside the scope in Section 2, and hours beyond the included hours, are billed at $325.00 per hour. Provider will obtain Client's written approval before starting out-of-scope work expected to exceed $1,500.00.

6. Term and Renewal

This Agreement begins on February 1, 2026 and continues for an initial term of 6 months. It then renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Provider will remind Client in writing of the upcoming renewal at least 15 days before the non-renewal notice deadline.

7. Termination and Refund of Unearned Fees

Either party may terminate this Agreement at any time, including during the initial term, on 30 days' written notice. On termination, Client shall pay the monthly retainer fee pro-rated through the termination date and any approved out-of-scope work performed through that date. Within 30 days, Provider shall refund any prepaid retainer fees for periods after the termination date. Except as stated in this Section, unused included hours do not entitle Client to a refund.

8. Confidentiality

Each party shall keep the other's non-public information confidential, use it only for this engagement, and not disclose it to third parties without written consent, except as required by law. This obligation survives termination for 3 years.

9. Limitation of Liability

Neither party is liable for indirect, incidental, special, or consequential damages. Except for Client's obligation to pay fees, a party's breach of Section 8, or a party's gross negligence, fraud, or willful misconduct, each party's total liability under this Agreement is limited to the fees paid or payable by Client in the 12 months before the event giving rise to the claim.

10. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules.

11. Relationship and Work Product

Provider is an independent contractor and controls the manner and means of performing the Services. Upon payment, Client owns the reports and other deliverables Provider prepares specifically for Client; Provider keeps its pre-existing know-how, tools, and materials and grants Client a non-exclusive, perpetual license to use them as incorporated in the deliverables.

12. General

This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business. Notices must be in writing and delivered to the addresses above or by email to an address each party designates. Sections 7 through 12 survive termination. This Agreement may be signed electronically and

The parties have signed this Agreement as of the Effective Date.

Provider

Priya Raman

Managing Partner, Northfield Advisory Group LLC

Client

Marcus Hale

Chief Operating Officer, Cedar & Stone Holdings LLC

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