A retainer agreement for consultants and advisors on recurring engagements. Covers independent-contractor status, automatic renewal with a notice period, what the retainer does and does not include, whether unused time rolls over, conflicts of interest, IP and capped liability.
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This template covers the clauses a Management Consulting contract needs — written in plain language your client can actually read.
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State independent-contractor status and who carries tax and insurance. A retainer that looks like employment creates a problem for the client as well as for you, and the clause costs one sentence.
Decide whether unused time rolls over, and write the answer down. This is the single most common retainer argument, and it only ever surfaces at the end of a quiet month.
Make renewal automatic with a notice period rather than requiring a fresh signature each term. Automatic renewal is what turns a retainer into predictable revenue instead of a recurring sales conversation.
Address conflicts of interest directly: you may work with others in the same sector, but not on a matter directly adverse to this client without written consent. Silence on this point costs you the whole sector.
Separate what the retainer covers from what is quoted separately. A retainer with an undefined edge becomes an unpaid support contract within about three months.
What should a consulting retainer include?
The scope covered by the fee, the fee and invoicing schedule, the time you make available and whether it rolls over, term and renewal, confidentiality, conflicts of interest, IP ownership, and a liability cap.
Should a retainer be invoiced in advance or in arrears?
In advance is the norm, and it is the point of a retainer: the client is paying to reserve your availability, not only for hours delivered. Invoicing in arrears turns it into ordinary project work with extra admin.
How long should a consulting retainer run?
Three to twelve months with automatic renewal is typical. Shorter than three months rarely justifies the setup effort; longer than twelve without a review usually means the scope has drifted from the fee.
Can I raise my retainer fee mid-term?
Not unilaterally under this template: the fee is fixed for the term. Raise it at renewal by giving notice before the current term ends, which is also when the client is best placed to judge the value against what they received.
This template is a starting point, not legal advice. Contract law differs by country and by sector — have a lawyer review it before you rely on it for anything significant.
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