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Professional Services Retainer Agreement for Philippines

Professional Services Retainer Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes a continuing professional services arrangement between a service provider and a client. This document outlines the terms and conditions under which professional services will be provided on a retainer basis, including scope of services, payment terms, service levels, and compliance with Philippine regulations. The agreement incorporates specific provisions required under Philippine law, including Civil Code requirements for valid contracts, Labor Code considerations for independent contractor relationships, and compliance with data privacy and intellectual property laws.

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What is a Professional Services Retainer Agreement?

The Professional Services Retainer Agreement is designed for situations where a client requires ongoing access to professional expertise or services on a regular basis. This document is particularly relevant in the Philippine business context, where it must comply with specific local legal requirements while establishing a clear framework for professional service delivery. It is commonly used when a business needs consistent access to specialized services without establishing an employer-employee relationship. The agreement typically includes detailed provisions for service scope, retainer fees, performance standards, and compliance with Philippine regulations including the Civil Code, Labor Code, and relevant industry-specific requirements. It's structured to protect both parties' interests while ensuring flexibility in service delivery and clear accountability measures.

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

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

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

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

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

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

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

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

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

Relevant Teams

Legal

Finance

Human Resources

Procurement

Operations

Executive Leadership

Business Development

Project Management

Compliance

Risk Management

Contract Administration

Relevant Roles

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

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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