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Professional Services Retainer Agreement for the United Kingdom

Professional Services Retainer Agreement Template for England and Wales

A Professional Services Retainer Agreement is a legally binding contract under English and Welsh law that establishes an ongoing relationship between a service provider and client. It sets out the terms for regular provision of professional services, including scope, fees, duration, and delivery requirements. The agreement typically includes provisions for regular payments, service levels, and the framework for engaging services on an as-needed basis within agreed parameters.

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What is a Professional Services Retainer Agreement?

A Professional Services Retainer Agreement is essential when establishing long-term professional service relationships under English and Welsh law. This document is particularly valuable when a client requires regular access to professional expertise or services on an ongoing basis. It provides certainty of service availability while offering flexibility in service delivery. The agreement typically covers service scope, retainer fees, additional charges, service levels, and terms of engagement. It's designed to protect both parties' interests while ensuring clear understanding of obligations, expectations, and delivery parameters.

What sections should be included in a Professional Services Retainer Agreement?

1. Parties: Identifies and defines the contracting parties

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Fees and Payment: Payment terms, rates, and invoicing arrangements

6. Term and Termination: Duration and termination provisions

7. Obligations of the Parties: Key responsibilities of service provider and client

8. Confidentiality: Protection of confidential information

What sections are optional to include in a Professional Services Retainer Agreement?

1. Service Levels: Specific performance metrics and measurement criteria for complex or measurable services

2. Change Control: Process for varying services, typically used for long-term or complex engagements

3. Force Majeure: Provisions for unforeseen circumstances, recommended for high-value or critical services

4. Non-Solicitation: Restrictions on hiring personnel, used where key personnel are involved in service delivery

What schedules should be included in a Professional Services Retainer Agreement?

1. Schedule 1 - Services Description: Detailed scope of services and delivery specifications

2. Schedule 2 - Fees and Charges: Detailed fee structure, rates, and payment terms

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement criteria

4. Schedule 4 - Key Personnel: Details of key team members and their roles

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions





























Clauses































Industries

Supply of Goods and Services Act 1982: Key legislation governing service contracts in England and Wales, particularly regarding implied terms about service quality and reasonable care and skill in professional services

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for determining scope of parties who can enforce rights under the service agreement

Consumer Rights Act 2015: Provides protection for consumers in service contracts - needs to be considered if the client could be classified as a consumer rather than a business

Employment Rights Act 1996: Important to ensure the retainer agreement doesn't inadvertently create an employment relationship instead of a professional services arrangement

IR35 Legislation: Tax legislation relevant when service provider is operating through a personal service company, affecting tax status and compliance requirements

UK GDPR and Data Protection Act 2018: Legislation governing the handling of personal data and confidential information in professional services relationships

Late Payment of Commercial Debts (Interest) Act 1998: Governs payment terms and statutory interest on late payments in commercial transactions

Value Added Tax Act 1994: Determines VAT implications and requirements for professional services provided under the agreement

Limitation Act 1980: Sets statutory time limits for bringing legal claims, relevant for dispute resolution and liability terms

Unfair Contract Terms Act 1977: Regulates enforceability of contract terms, particularly important for limitation of liability clauses and other potentially unfair terms

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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