Agreement templates

Retainer agreement template

Monthly scope, fees, rollover rules and termination — the terms specific to ongoing retainer billing.

What this is

A retainer agreement governs an ongoing relationship billed on a recurring schedule — its specific job, beyond a general services agreement, is to define what happens to unused hours or scope each month, since that's the most common point of dispute in retainer relationships.

When to use it

  • For any ongoing engagement billed monthly rather than per-project
  • When scope is defined as a monthly allocation (hours, deliverables) rather than a fixed project scope
  • Alongside or instead of a general services agreement, specifically for the recurring-billing relationship

What to include

Monthly scope/hours

Exactly what's included each month — a number of hours, a set of deliverables, or both.

Rollover policy

Whether unused hours/scope roll over, expire, or convert to a credit — state it explicitly.

Overage handling

What happens when a month's work exceeds the retainer scope — additional billing rate or a hard stop.

Billing cycle

When the retainer invoice is generated relative to the service period (in advance vs. in arrears).

Cancellation

Notice period, and how a mid-month cancellation is handled for billing.

The template

Copy this into your own document, or build it directly as a branded page in Hanko. Bracketed text like [Client Name] is a placeholder to fill in.

Not legal advice — This is a starting point, not legal advice. Contract terms — especially liability, IP ownership, termination, and payment enforcement — vary by jurisdiction and by what you and your client actually negotiate. Have a lawyer review any agreement before you rely on it, particularly for larger engagements.

Retainer Agreement

This Agreement is entered into as of [Date] between [Agency/Consultant Legal Name] ("Provider") and [Client Legal Name] ("Client").

1. Retainer Scope

Provider will make available up to [X hours] per month, or the following recurring deliverables: [list], for the fee described in Section 2.

2. Fees & Billing

Client will pay $[amount] per month, invoiced [in advance / in arrears] on the [1st] of each month. Payment is due within [15] days of invoice date.

3. Unused Time / Rollover

Unused hours or scope in a given month [do not roll over and expire at month end / roll over up to a maximum of X hours into the following month]. This section should be set deliberately — it's the most common source of retainer disputes.

4. Overage

Work requested beyond the monthly retainer scope will be billed at $[rate]/hour, or scoped as a separate project, at Provider's discretion, and confirmed with Client before proceeding.

5. Term & Renewal

This Agreement begins on [Start Date] for an initial term of [X months], then automatically renews month-to-month unless either party gives [30] days' written notice.

6. Termination

Either party may terminate with [30] days' written notice. If terminated mid-month, Client is responsible for fees for the full month in which notice is given, unless otherwise agreed.

7. Confidentiality & IP

Standard confidentiality applies to both parties. Deliverables created specifically for Client become Client's property upon payment for the applicable month.

Signatures

Provider: ___________________ Date: ______

Client: ___________________ Date: ______

How to customize it

  • Decide the rollover policy deliberately, not by default — both options are legitimate, but the agreement should be explicit either way
  • Set the overage rate high enough to make it a real deterrent to unplanned scope, not just an administrative line item
  • Match the notice period to how much runway you need to reassign the capacity elsewhere
  • If billing in advance, be clear that fees are for time made available, not time actually used, to avoid disputes over unused hours

Common mistakes

  • No stated rollover policy, leading to a dispute the first time a client has an unusually light month
  • Overage priced the same as the retainer rate, which removes any incentive to stay within scope
  • Ambiguity between billing in advance vs. in arrears, which affects both cash flow and what happens on cancellation
  • No minimum term, making it hard to build a sustainable book of retainer clients if anyone can cancel after one month

Frequently asked questions

Should unused retainer hours roll over?

Either approach is fine, but it needs to be explicit. Rollover is more client-friendly but can create a growing liability of unused hours; no-rollover is simpler to manage but can feel unfair to a client in an occasional light month.

How is overage typically billed?

At an hourly rate that's often at or slightly above your standard rate, or scoped as a separate mini-project — either way, it should require the client's confirmation before work proceeds, not be billed automatically.

What happens if a client cancels mid-month?

Most retainer agreements bill for the full month in which notice is given, since capacity was reserved for that period regardless of usage. State this explicitly to avoid a dispute at cancellation.

Other templates

Sign this agreement, then let the retainer bill itself

Route it for e-signature in Hanko and schedule the recurring invoice to match.

One account for proposals, agreements, invoices and client payments.

Get Started

Product updates and the occasional tip, about once a month.