RETAINER AGREEMENT

 

 

 

This Retainer Agreement ("Agreement") is made and effective the [DATE],

 

 

BETWEEN: [COMPANY NAME] (the "Consultant"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at:

 

 [YOUR COMPLETE ADDRESS]

 

 

AND: [COMPANY NAME] (the "Client"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

 

 [COMPLETE ADDRESS]

 

 

WHEREAS, Consultant has a background in [SPECIFY] and is willing to provide services to Client based on this background. Client remains responsible for all of their decisions.

 

WHEREAS, Client desires to have services provided by Consultant.

 

THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

 

 

  1. DESCRIPTION OF SERVICES

 

Beginning on [DATE], Consultant will provide the following services (collectively, the "Services"): Assist Client as they seek to accomplish any of the following:

 

[DESCRIBE THE SERVICES PROVIDED]

 

Additional services such as: [SPECIFY] are also available.

 

 

  1. services to be performed

 

The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement.

 

 

  1. RELATIONSHIP OF PARTIES

 

It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client.  Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.

 

 

  1. retainer

 

a)      The Client shall pay to the Consultant a non-refundable retainer fee of $[SPECIFY] where after the Consultant shall reserve its services to the Client for a period of [NUMBER] days (“Retainer Period”) from date of execution of this agreement and payment of the retainer fee, whichever occurs last.

 

b)      This agreement shall automatically terminate upon completion of the Retainer Period.

 

c)       The Client may terminate this contract at any time during the Retainer Period, with or without cause. In the event of such termination, the Client shall immediately pay the Consultant all sums of money with respect to fees and expenses of the Consultant, up to the date of termination.

 

d)      This agreement only reserves the Consultant’s availability for employment by the Client and shall in no way prevent the Consultant from performing work for other clients during the Retainer Period.

 

e)      The Consultant shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any party that has an adverse interest in the matter for which Client has retained the Consultant. The Consultant hereby warrants that there is no conflict of interest between the Consultant's other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Consultant shall promptly advise Client if a conflict of interest arises in the future.

 

 

  1. expenses

 

The Consultant is:

 

Responsible for all expenses. The Consultant shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments,

disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Consultant including out-of-pocket expenses.

 

OR

 

Reimbursed for only the following expenses: [SPECIFY]. Client agrees to pay the Consultant within [SPECIFY]. days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense.

 

OR

 

Not required to pay or be responsible for any expense in connection with the Services provided.

 

 

  1. client's Obligations

 

The customer commits:

 

a)      To provide all information, support, or other data relevant to the execution of the consultant's mandate.

 

b)      Ensure that all materials and information provided by the Client to the Consultant are complete, exhaustive, and accurate.

 

c)       If applicable, provide the Consultant with permissions and access to the premises and files at all reasonable times.

 

 

  1. Confidentiality

 

Client recognizes that Consultant has and will have the following information: - business affairs; financial information; personal information; future plans; and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Client and need to be protected from improper disclosure.  In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior consent of Client.  Consultant will protect the Information and treat it as strictly confidential.  A violation of this paragraph shall be a material violation of this Agreement.

 

 

  1. LIMITATION OF LIABILITY AND INDEMNITY

 

The Consultant and its employees, agents and directors shall not be liable for any damages whatsoever relating to the services it performs for the Client. 

 

The Client hereby agrees to indemnify and defend and hold harmless the Consultant and its employees, agents and directors from any and all third-party claims against [CONSULTANT NAME] and its employees, agents and directors, relating to the Investigation or Investigation Report or any other matter hereunder.

 

 

  1. Termination

 

This Agreement shall terminate automatically upon completion by Consultant of the Services required by this Agreement or [SPECIFY] year from the effective date of this agreement

 

 

  1. Confidentiality after termination

 

The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

 

 

  1. ENTIRE AGREEMENT.

 

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written or oral agreements between the parties.

 

 

  1. AMENDMENT

 

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

 

 

 

  1. SEVERABILITY

 

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the

 

remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

 

  1. WAIVER OF CONTRACTUAL RIGHT

 

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

 

  1. APPLICABLE LAW

 

This Agreement shall be governed by the laws of the [STATE/PROVINCE].

 

 

  1. Entire Agreement

 

This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations, and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, however, to limit any rights that Owner may have under trade secret, copyright, patent or other laws that may be available to Owner. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

 

CONSULTANT      CLIENT

 

 

 

                                                                     

Authorized Signature     Authorized Signature

 

                                                                     

Print Name and Title Print Name and Title

 

 

 

Retainer Agreement           Page 1 of 4