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1. Parties: Identification of the service provider and the client, including complete legal names, addresses, and business registration details
2. Background: Context of the agreement, brief description of the parties' business relationship and purpose of the retainer arrangement
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Retainer Fee', 'Term', etc.
4. Scope of Services: Detailed description of the professional services to be provided under the retainer arrangement
5. Term and Renewal: Duration of the agreement, including start date, initial term, and renewal provisions
6. Retainer Fee and Payment Terms: Fee structure, payment schedule, invoicing procedures, and any additional costs or expenses
7. Obligations of the Service Provider: Key responsibilities, service standards, reporting requirements, and performance metrics
8. Obligations of the Client: Client's responsibilities, including provision of information, access, and cooperation
9. Confidentiality: Protection of confidential information, trade secrets, and client data
10. Intellectual Property Rights: Ownership and usage rights of work products, pre-existing IP, and developed materials
11. Termination: Grounds for termination, notice requirements, and consequences of termination
12. General Provisions: Standard clauses including governing law, dispute resolution, entire agreement, and amendments
1. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/clients, used when services involve sensitive business information or client relationships
2. Insurance and Indemnification: Insurance requirements and mutual indemnification provisions, particularly important for high-risk professional services
3. Data Privacy and Protection: Specific provisions for handling personal data under Philippine Data Privacy Act, required when services involve processing personal information
4. Force Majeure: Provisions for unforeseen circumstances preventing performance, particularly relevant in long-term retainer arrangements
5. Anti-Corruption Compliance: Compliance with anti-corruption laws, important for services involving government entities or regulated industries
6. Service Level Agreement (SLA): Detailed performance metrics and service standards, used for technical or specialized professional services
7. Transition Services: Provisions for handover of services upon termination, important for complex or critical business services
1. Schedule A - Scope of Services: Detailed breakdown of specific services covered under the retainer
2. Schedule B - Fee Schedule: Detailed fee structure, including hourly rates, retainer calculations, and additional charges
3. Schedule C - Key Personnel: List of key professionals assigned to provide the services, their qualifications and roles
4. Schedule D - Service Levels: Specific performance metrics, response times, and quality standards
5. Schedule E - Reports and Deliverables: Format and frequency of required reports and deliverables
6. Appendix 1 - Communication Protocol: Procedures for routine communications, escalations, and emergency contacts
7. Appendix 2 - Compliance Requirements: Specific regulatory or industry compliance requirements applicable to the services
Legal Services
Management Consulting
Information Technology
Financial Services
Accounting and Audit
Marketing and Advertising
Engineering Services
Healthcare Consulting
Human Resources
Business Process Outsourcing
Environmental Consulting
Education and Training
Legal
Finance
Human Resources
Procurement
Operations
Executive Leadership
Business Development
Project Management
Compliance
Risk Management
Contract Administration
Legal Counsel
General Manager
Chief Financial Officer
HR Director
Procurement Manager
Operations Director
Chief Executive Officer
Business Development Manager
Project Manager
Compliance Officer
Contract Administrator
Risk Manager
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