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Professional Services Retainer Agreement
"I need a Professional Services Retainer Agreement for my IT consulting firm based in Auckland, with specific provisions for cloud services and data protection, to be used with enterprise clients starting from March 2025."
1. Parties: Identifies and defines the service provider and the client, including their legal details and addresses
2. Background: Sets out the context of the agreement and the parties' intentions for entering into the retainer arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Appointment: Specifies the duration of the retainer agreement and the formal appointment of the service provider
5. Services: Outlines the core services to be provided under the retainer arrangement
6. Service Provider's Obligations: Details the key responsibilities and commitments of the service provider
7. Client's Obligations: Specifies the client's responsibilities and commitments to enable service delivery
8. Fees and Payment: Details the retainer fee structure, payment terms, and invoicing arrangements
9. Confidentiality: Establishes obligations regarding confidential information handling and protection
10. Intellectual Property: Addresses ownership and usage rights of intellectual property created during service delivery
11. Liability and Indemnity: Sets out liability limitations and indemnification obligations of both parties
12. Termination: Specifies circumstances and procedures for ending the agreement
13. General Provisions: Contains standard legal provisions including notices, assignment, and governing law
1. Service Levels: Detailed service performance standards and metrics - include when specific performance levels need to be guaranteed
2. Change Control: Process for managing changes to services or terms - include for complex or long-term arrangements
3. Data Protection: Specific data handling and privacy requirements - include when dealing with personal or sensitive information
4. Insurance: Insurance requirements and obligations - include for high-risk or regulated services
5. Non-Solicitation: Restrictions on hiring each other's personnel - include when intellectual capital protection is crucial
6. Dispute Resolution: Detailed dispute resolution procedures - include when specific resolution mechanisms are preferred
7. Force Majeure: Provisions for unforeseen circumstances - include when service continuity is critical
8. Compliance with Laws: Specific regulatory compliance obligations - include for regulated industries or services
1. Schedule 1 - Services Description: Detailed description of all services covered under the retainer
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services
5. Schedule 5 - Client Materials and Requirements: Details of materials, access, and resources to be provided by the client
6. Appendix A - Change Request Form: Template for requesting and documenting changes to services
7. Appendix B - Report Templates: Standard templates for regular reporting requirements
Authors
Services
Retainer Fee
Additional Fees
Business Day
Commencement Date
Confidential Information
Client
Client Materials
Deliverables
Force Majeure Event
GST
Intellectual Property
Intellectual Property Rights
Key Personnel
Laws
Material Breach
Notice
Personnel
Pre-existing Materials
Professional Standards
Related Company
Representatives
Service Levels
Service Provider
Special Terms
Specifications
Statement of Work
Term
Termination Date
Working Hours
Change Request
Dispute
Good Industry Practice
Performance Standards
Project
Schedule
Service Credits
Service Location
Territory
Third Party Materials
Time and Materials Basis
Variation
Term
Services Scope
Service Provider Obligations
Client Obligations
Fees and Payment
Invoicing
GST
Key Personnel
Service Levels
Performance Standards
Confidentiality
Privacy
Intellectual Property
Data Protection
Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Suspension
Assignment
Subcontracting
Change Control
Dispute Resolution
Notices
Relationship of Parties
Non-Solicitation
Conflict of Interest
Compliance with Laws
Record Keeping
Audit Rights
Business Continuity
Governing Law
Entire Agreement
Variation
Severability
Survival
Waiver
Time of Essence
Professional Services
Consulting
Legal Services
Accounting
Information Technology
Management Consulting
Engineering
Architecture
Marketing and Communications
Human Resources
Financial Services
Business Advisory
Healthcare Consulting
Environmental Consulting
Education and Training
Legal
Finance
Procurement
Operations
Risk and Compliance
Commercial
Business Development
Professional Services
Consulting
Contract Management
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Project Manager
Commercial Manager
Finance Director
Risk Manager
Compliance Officer
Professional Services Director
Head of Consulting
Senior Partner
Managing Partner
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