Business Retainer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Retainer Agreement

"I need a Business Retainer Agreement for my IT consultancy firm to provide ongoing technical support and maintenance services to a medium-sized manufacturing company, including monthly reporting requirements and service level agreements, starting from March 2025."

Document background
The Business Retainer Agreement is designed for situations where regular, ongoing professional services are required. This document, governed by England and Wales law, establishes the framework for a continuous business relationship, detailing service scope, payment terms, performance standards, and mutual obligations. It's particularly useful for professional service providers who offer regular support or consultancy services, providing clarity and legal protection for both parties while ensuring compliance with UK regulatory requirements.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the retainer arrangement

3. Definitions: Key terms used throughout the agreement

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

5. Fees and Payment Terms: Retainer fee structure, payment schedule, and billing procedures

6. Term and Termination: Duration of agreement and termination provisions

7. Obligations of the Parties: Respective responsibilities and commitments of both parties

8. Confidentiality: Provisions regarding handling of confidential information

9. Liability and Indemnification: Limitations of liability and indemnification obligations

10. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Service Levels: Specific performance metrics and standards for service delivery

2. Intellectual Property: Provisions regarding ownership and usage rights of intellectual property

3. Non-Compete: Restrictions on competitive activities during and after the agreement

4. Data Protection: Specific provisions regarding handling of personal data and GDPR compliance

5. Force Majeure: Provisions for handling circumstances beyond parties' control

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed breakdown of services to be provided under the retainer

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment structure

3. Schedule 3 - Service Level Agreement: Specific performance metrics and measurement criteria

4. Schedule 4 - Key Personnel: List of key team members and their roles in service delivery

5. Schedule 5 - Data Processing Agreement: Detailed terms for handling personal data if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Common Law of Contract: Fundamental principles of contract law derived from case law and judicial precedent in England and Wales, covering contract formation, terms, and enforcement

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Supply of Goods and Services Act 1982: Key legislation governing contracts for the supply of services, including implied terms about quality and reasonable care and skill

Consumer Rights Act 2015: Primary consumer protection legislation that may be relevant if the retainer agreement involves services to consumers

Late Payment of Commercial Debts (Interest) Act 1998: Legislation allowing businesses to claim interest on late payments from other businesses

Companies Act 2006: Principal legislation governing company operations and corporate relationships in the UK

Partnership Act 1890: Legislation governing traditional partnerships and their business relationships

Limited Liability Partnerships Act 2000: Legislation governing LLPs and their business relationships

UK GDPR: Post-Brexit data protection regulation governing how businesses must handle personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Regulations governing electronic communications, privacy and data protection in business relationships

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK

Payment Services Regulations 2017: Regulations governing payment services and payment service providers

Employment Rights Act 1996: Key legislation governing employment rights that may be relevant for determining worker status in retainer relationships

IR35 Legislation: Tax legislation concerning off-payroll working rules that may affect retainer relationships with contractors

Agency Workers Regulations 2010: Regulations protecting agency workers' rights that may be relevant in certain retainer arrangements

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for dispute resolution provisions

Arbitration Act 1996: Legislation governing arbitration as an alternative dispute resolution method

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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