This Services Retainer Agreement (Short) 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 is based on the accompanying Services Retainer Agreement
(Hours Ordered Only) but it is shorter and designed for suppliers with
simpler needs. Like the accompanying longer form, 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, and the client
is given 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).
Also like the Services Retainer Agreement (Hours Ordered Only), this
template additionally provides that as well as having to pay 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 that
is carried out. The client is only 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 is entitled to 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.)
Under this template, 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.)
This template does not allow for the client to order hours over and above
the maximum number of hours. Contrast this with the Services Retainer
Agreement (Hours Ordered Only) in which there is also provision for such
additional hours of work to be ordered.
This template also excludes a number of other features that are in the
Services Retainer Agreement (Hours Ordered Only) since this template is
intended for use where a shorter, simpler template is required. We
recommend that you only use this template in preference to the Services
Retainer Agreement (Hours Ordered Only) if you are content to omit the
additional points covered in that longer template, and we suggest that you
compare the two before deciding to use either of them. If neither template
meets your needs, you might consider whether one of our other templates in
this subfolder will better suit your needs.
Under this template, 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 (Short) 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. Intellectual Property Rights
8. Confidentiality
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. Data Protection
13. Data Processing
14. No Waiver
15. Assignment
16. Time
17. Relationship of the Parties
18. Third Party Rights
19. Notices
20. Entire Agreement
21. 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 (Short) 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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