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This Contractor Retainer Agreement is designed for use under Irish law when organizations require regular access to a contractor's services on an ongoing basis without creating an employment relationship. It's particularly suitable when the client wants to secure priority access to the contractor's time and services while maintaining flexibility in service delivery. The agreement includes essential provisions required by Irish law regarding contractor status, data protection (GDPR compliance), and tax considerations. It sets out comprehensive terms covering service scope, payment structure, intellectual property rights, and performance expectations, while ensuring clear differentiation from employment contracts to avoid misclassification issues under Irish employment law.

1. Parties: Identifies the contracting parties - the client and the contractor (including whether operating as an individual or through a company)

2. Background: Sets out the context of the agreement and confirms the intention to create a contractor rather than employment relationship

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Establishes the engagement of the contractor and duration of the retainer arrangement

5. Services: Outlines the scope of services to be provided under the retainer

6. Contractor Obligations: Details the contractor's key responsibilities and performance standards

7. Client Obligations: Specifies what the client must provide or do to enable the contractor to perform the services

8. Fees and Payment Terms: Details the retainer fee structure, payment schedule, and expenses policy

9. Intellectual Property: Addresses ownership and rights to work created during the engagement

10. Confidentiality: Protects confidential information of both parties

11. Data Protection: Ensures GDPR compliance and establishes data handling requirements

12. Liability and Indemnity: Sets out liability limitations and indemnification obligations

13. Insurance: Specifies required insurance coverage

14. Termination: Details how the agreement can be terminated and the consequences

15. General Provisions: Includes standard boilerplate clauses such as notices, entire agreement, and governing law