1. Parties: Identifies and provides full legal details of the contracting parties - the business/client and the contractor
2. Background: Sets out the context of the agreement and the parties' intentions to enter into a retainer arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Engagement and Scope: Establishes the contractor's engagement and defines the broad scope of services to be provided under the retainer
5. Term and Renewal: Specifies the initial term of the retainer and any renewal provisions
6. Retainer Fee and Payment Terms: Details the regular retainer fee, payment schedule, and any additional charging mechanisms
7. Service Delivery: Outlines how services will be delivered, including availability, response times, and service standards
8. Contractor Status: Clearly establishes the independent contractor relationship and distinguishes from employment
9. Obligations of the Contractor: Lists the contractor's key responsibilities and obligations under the agreement
10. Obligations of the Client: Specifies what the client must provide or do to enable the contractor to perform the services
11. Intellectual Property: Addresses ownership and usage rights of any IP created during the service provision
12. Confidentiality: Sets out confidentiality obligations for both parties
13. Liability and Indemnity: Defines liability limits and indemnification obligations
14. Termination: Specifies how the agreement can be terminated by either party
15. General Provisions: Includes standard boilerplate clauses such as notices, amendment process, and governing law
