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Services Retainer Agreement (Hours Ordered Only)


This Services Retainer Agreement (Hours Ordered Only) is one of several Agreements in this subfolder catering for a supplier of services wishing to provide services to its client under a retainer arrangement. For an explanation and discussion of retainer arrangements generally, please see our Guidance Note: Retainer Arrangements in this subfolder.

The data protection provisions in this document have been updated with reference to the UK GDPR.

This template establishes a retainer arrangement under which the client must pay an agreed retainer fee in advance at stated intervals, e.g. every three months. This gives it the right to order up to a maximum number of hours of work to be carried out during the relevant period (e.g. three months).

In addition to the retainer fee, the client must pay a fee at an agreed hourly rate for each hour of work ordered: the retainer fee does not include payment for any work. The client is invoiced for, and pays for, each hour of work that it actually orders. It does not pay for the maximum hours up to which it may order services and it does not have to order any minimum or fixed number of hours of work in any period. Indeed it does not have to order any work in any period.

The supplier must provide the services, up to the agreed maximum number of hours, that the client orders in each period. (Contrast this with “call off” arrangements under which the supplier is not bound to accept any order that the client places.)

There is provision in this template for the client to order hours over and above the maximum number of hours but the supplier can in its absolute discretion agree to or refuse that order.

If this template does not meet your needs, you might consider whether one of our other templates will better suit your needs. One of the other templates, the Services Retainer Agreement (Short) is based on this template, but it differs in a number of respects. It is shorter overall than this template and it is designed to be used where the supplier’s needs are simpler. Before deciding whether to use that alternative form of agreement, we recommend that you compare the two forms so that you are aware of the points in this template that have been omitted in that short version.

The retainer fee may be any sum that the supplier considers appropriate, but it will need to be at a level which takes into account the supplier’s commercial, financial and practical circumstances. The retainer fee may be either no more than a nominal sum or quite a substantial amount. Various circumstances might influence the amount e.g. the fact that the supplier will need the capacity to provide up to the maximum number of hours although it might receive no orders, or only orders for relatively little work, in any given period.

The amount of the retainer fee might also take into account the level of the hourly fee rate. The hourly rate might match, or to be less or more than, the supplier’s standard non-retainer hourly rate.

This agreement states that the retainer arrangement will continue indefinitely until either party gives notice to terminate after a stated minimum period. It may be adapted so that it instead continues only for an agreed fixed period subject to notice terminating it sooner.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Services Retainer Agreement (Hours Ordered Only) contains the following clauses:

1. Definitions and Interpretation

2. Provision of the Services

3. Ordering Procedure and Other Order Details

4. Client’s Obligations

5. Fees, Payment and Records

6. Liability, Indemnity and Insurance

7. Guarantee

8. Intellectual Property Rights

9. Confidentiality

10. Force Majeure

11. Term and Termination

12. Effects of Termination

13. Data Protection

14. Data Processing

15. No Waiver

16. Further Assurance

17. Costs

18. Set-Off

19. Assignment and Sub-Contracting

20. Time

21. Relationship of the Parties

22. Non-Solicitation

23. Third Party Rights

24. Notices

25. Entire Agreement

26. Counterparts

27. Severance

28. Dispute Resolution

29. Law and Jurisdiction

and the following schedules:

SCHEDULE 1: Specification of Services

SCHEDULE 2: Fees and Payment

SCHEDULE 3: Order Form [pro forma]

SCHEDULE 4: Data Processing

This Services Retainer Agreement (Hours Ordered Only) is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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