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Independent Contractor Retainer Agreement for Philippines

Independent Contractor Retainer Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates a retainer-based relationship between a company and an independent contractor. This document defines the scope of services, payment terms, and operational framework while ensuring compliance with Philippine labor, tax, and corporate laws. It includes essential provisions for maintaining the contractor's independent status, protecting intellectual property rights, ensuring data privacy compliance, and establishing clear deliverables and performance standards, all while adhering to local regulatory requirements.

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What is a Independent Contractor Retainer Agreement?

The Independent Contractor Retainer Agreement is designed for use in the Philippine business environment where companies seek to engage professional services on a recurring basis while maintaining a clear independent contractor relationship. This document is particularly relevant in today's evolving workforce landscape where businesses require flexible access to specialized skills and services without creating employer-employee relationships. The agreement complies with Philippine labor laws, tax regulations, and relevant statutes including the Civil Code of the Philippines and National Internal Revenue Code. It provides comprehensive coverage of essential elements such as scope of services, payment terms, intellectual property rights, confidentiality obligations, and data privacy requirements, while establishing clear boundaries between independent contracting and employment relationships.

What sections should be included in a Independent Contractor Retainer Agreement?

1. Parties: Identifies the contracting parties - the company/client and the independent contractor, including complete legal names and addresses

2. Background: Establishes the context of the agreement and the parties' intention to enter into a retainer arrangement

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Scope of Services: Detailed description of the services to be provided by the contractor under the retainer arrangement

5. Term and Renewal: Specifies the duration of the agreement and any renewal provisions

6. Compensation and Payment Terms: Details the retainer fee, payment schedule, expenses, and invoicing procedures

7. Independent Contractor Status: Clearly establishes the independent nature of the relationship and disclaims any employer-employee relationship

8. Contractor's Obligations: Lists the contractor's key responsibilities, including quality standards and delivery requirements

9. Client's Obligations: Outlines the client's responsibilities to enable the contractor to perform the services

10. Intellectual Property Rights: Addresses ownership and rights to work products created during the engagement

11. Confidentiality: Protects confidential information shared during the course of the engagement

12. Data Privacy and Protection: Ensures compliance with Philippine Data Privacy Act requirements

13. Termination: Specifies grounds and procedures for ending the agreement

14. Limitation of Liability: Sets boundaries on the contractor's liability for damages

15. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures

16. General Provisions: Includes standard clauses like notices, amendments, and severability

What sections are optional to include in a Independent Contractor Retainer Agreement?

1. Non-Compete: Restricts the contractor from competing with the client; include when contractor will have access to sensitive competitive information

2. Non-Solicitation: Prevents contractor from soliciting client's employees or customers; use when contractor will have significant contact with these parties

3. Insurance Requirements: Specifies required insurance coverage; include for high-risk services or when contractor works on-site

4. Performance Metrics: Establishes KPIs and performance standards; use when service quality needs specific measurement

5. Equipment and Resources: Details any equipment or resources provided by either party; include when specific tools or facilities are required

6. Training and Orientation: Outlines any required training; include when contractor needs specific organizational knowledge

7. Compliance with Client Policies: Requires adherence to client's internal policies; use when contractor works closely with client's operations

8. Force Majeure: Addresses unforeseeable circumstances; particularly relevant in long-term retainer arrangements

What schedules should be included in a Independent Contractor Retainer Agreement?

1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and performance standards

2. Schedule B - Fee Schedule: Comprehensive listing of fees, payment terms, and expense policies

3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards

4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable

5. Appendix 1 - Required Qualifications: Details of required certifications, licenses, or qualifications

6. Appendix 2 - Client Policies: Relevant client policies that contractor must comply with

7. Appendix 3 - Reporting Templates: Standard forms for progress reports and invoicing

8. Appendix 4 - Contact Details: Key contact persons and escalation procedures

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

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

































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Relevant Industries

Technology

Professional Services

Consulting

Healthcare

Education

Creative Industries

Financial Services

Real Estate

Construction

Manufacturing

Retail

Media and Entertainment

Information Technology

Business Process Outsourcing

Engineering

Marketing and Advertising

Relevant Teams

Legal

Human Resources

Procurement

Finance

Operations

Project Management Office

Compliance

Risk Management

Information Technology

Administrative Services

Talent Acquisition

Contract Management

Relevant Roles

Freelance Consultant

IT Developer

Project Manager

Business Analyst

Graphic Designer

Marketing Specialist

Financial Advisor

Legal Consultant

Training Specialist

Content Creator

Software Engineer

Business Development Consultant

Technical Writer

Research Analyst

Digital Marketing Specialist

HR Consultant

Management Consultant

Quality Assurance Specialist

Industries








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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