Freelance Retainer Contract Template for United States

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Key Requirements PROMPT example:

Freelance Retainer Contract

"I need a Freelance Retainer Contract for a software developer who will work 20 hours per month starting March 2025, with special emphasis on IP protection and confidentiality as they'll be working on our core product."

Document background
The Freelance Retainer Contract is essential for businesses seeking to establish long-term relationships with independent contractors while maintaining compliance with U.S. federal and state labor laws. This document is particularly valuable when companies require consistent access to specialized skills or services without the obligations of traditional employment. The contract typically includes detailed provisions for monthly retainer fees, minimum service hours, scope of work, and clear delineation of the independent contractor relationship to avoid misclassification issues under IRS guidelines.
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

5. Retainer Terms: Payment structure, minimum hours, and billing arrangements

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

7. Independent Contractor Status: Clarification of relationship between parties

Optional Sections

1. Non-Compete: Restrictions on working with competitors (use when protecting business interests is crucial)

2. Confidentiality: Protection of sensitive information (use when sharing proprietary information)

3. Insurance Requirements: Required insurance coverage (use when services involve significant risk)

4. Performance Metrics: Specific KPIs and performance standards (use when measurable outcomes are required)

Suggested Schedules

1. Schedule A - Services Description: Detailed breakdown of services to be provided

2. Schedule B - Fee Schedule: Detailed pricing and payment terms

3. Schedule C - Service Level Agreement: Performance standards and metrics

4. Appendix 1 - Required Insurance: Insurance requirements and coverage details

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

Relevant legal definitions
Clauses
Industries

Federal Labor Laws: Key federal regulations including IRS guidelines on independent contractor classification, Fair Labor Standards Act (FLSA), and federal tax regulations for self-employed individuals

State-Specific Laws: State-level regulations including labor codes, independent contractor tests (e.g., California's ABC test), business regulations, and state tax requirements

Contract Law: Fundamental contract principles including common law principles of contract formation, Statute of Frauds requirements, and Uniform Commercial Code provisions where applicable

Intellectual Property Laws: Laws governing intellectual property rights including Copyright Act, patent laws, trademark laws, and trade secret protection measures

Privacy and Data Protection: Regulations concerning data privacy including state-specific privacy laws, industry-specific regulations, and data protection requirements

Insurance Requirements: Insurance considerations including professional liability insurance, general liability insurance, and state-specific insurance requirements

Dispute Resolution: Legal framework for resolving disputes including state-specific arbitration laws, Federal Arbitration Act, and jurisdiction and venue considerations

Employment Classification: Guidelines and tests for proper worker classification including federal and state-specific tests for independent contractor status

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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