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.
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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