Retainer Agreement For Consulting Services Template for Singapore

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Key Requirements PROMPT example:

Retainer Agreement For Consulting Services

"I need a Retainer Agreement For Consulting Services for my IT consulting firm to provide monthly cybersecurity advisory services to a Singapore-based fintech company, with a monthly retainer of SGD 15,000 starting from March 2025."

Document background
The Retainer Agreement For Consulting Services is essential when establishing long-term consulting relationships in Singapore. This document is typically used when a client requires regular access to consulting expertise rather than project-based engagements. It addresses key aspects such as monthly retainer fees, service scope, confidentiality, intellectual property rights, and compliance with Singapore regulations. The agreement provides clarity on the consultant's independent contractor status and includes necessary provisions for data protection, professional liability, and dispute resolution under Singapore law.
Suggested Sections

1. Parties: Identification of the consulting firm and the client, including full legal names and registered addresses

2. Background: Context of the agreement and brief description of the parties' intention to enter into a retainer arrangement

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

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

5. Term and Renewal: Duration of the retainer agreement and renewal provisions

6. Fees and Payment Terms: Monthly retainer fee, payment schedule, and additional charges if applicable

7. Obligations of the Consultant: Key responsibilities and commitments of the consulting firm

8. Obligations of the Client: Client's responsibilities including provision of information and access

9. Confidentiality: Protection of confidential information exchanged during the engagement

10. Intellectual Property: Ownership and rights to work products and pre-existing IP

11. Termination: Conditions and process for ending the agreement

12. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Non-Compete: Restrictions on competitive activities, typically used when protecting against competitive threats is crucial

2. Force Majeure: Provisions for unforeseen circumstances, recommended for long-term or high-value services

3. Insurance: Requirements for professional indemnity insurance, important when services involve significant risks or regulatory requirements

4. Data Protection: PDPA compliance provisions for handling personal data

5. Anti-Corruption: Compliance with anti-corruption laws, particularly relevant when dealing with government entities or high-risk sectors

Suggested Schedules

1. Schedule of Services: Detailed breakdown of services covered under the retainer

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

3. Service Levels: Performance metrics and service standards

4. Key Personnel: List of key consultants assigned to the engagement

5. Compliance Requirements: Specific regulatory or industry compliance requirements

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

Civil Law Act (Cap. 43): Primary legislation governing contract formation, validity, and enforcement in Singapore

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts and limits the extent to which civil liability can be excluded

Employment Act (Cap. 91): Must be considered to ensure proper classification of consultant as independent contractor rather than employee

Central Provident Fund Act: Relevant for clarifying non-applicability of mandatory contributions for independent contractors

Employment of Foreign Manpower Act: Applicable when engaging foreign consultants, governing work passes and employment of foreigners

Business Names Registration Act 2014: Regulates registration of business names and related requirements for consulting services

Companies Act (Cap. 50): Governs corporate entities and their operations in Singapore

Copyright Act (Cap. 63): Protects original works and intellectual property created during consulting engagement

Patents Act (Cap. 221): Governs protection of inventions and innovations that may arise during consulting work

Trade Marks Act (Cap. 332): Protects distinctive marks, relevant for consulting deliverables involving branding

Personal Data Protection Act 2012: Governs collection, use, and disclosure of personal data in Singapore

Income Tax Act: Regulates taxation of consulting fees and related income

Goods and Services Tax Act: Governs GST obligations for consulting services

Mediation Act 2017: Framework for mediation as alternative dispute resolution method

Arbitration Act (Cap. 10): Provides legal framework for arbitration proceedings in Singapore

Competition Act (Cap. 50B): Ensures consulting agreement doesn't contain anti-competitive provisions

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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