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Retainer Agreement

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RETAINER AGREEMENT

BETWEEN:

[CLIENT LEGAL NAME] (ABN/ACN: [CLIENT ABN/ACN])
of [CLIENT ADDRESS]
("Client")

AND:

Panther & Cub Pty Ltd (ABN: [YOUR ABN])
of Sydney, NSW, Australia
("Service Provider" or "Panther & Cub")

EFFECTIVE DATE: [DATE]

1. RETAINER OVERVIEW​

Retainer Type: [e.g., Marketing / Development / Multi-Service]

Services Summary:

This Agreement establishes an ongoing monthly retainer relationship whereby Service Provider will provide [BRIEF DESCRIPTION OF SERVICES] to Client on a continuous basis.

2. SCOPE OF SERVICES​

2.1 Services Included

Service Provider will provide the following services each month:

[Detailed list of services included in the retainer. Be specific about what is covered.]

Examples:

  • Marketing Retainer: Ad management, campaign optimization, creative testing, monthly reporting, strategic recommendations
  • Development Retainer: Ongoing feature development, bug fixes, performance optimization, security updates
  • Multi-Service Retainer: Combination of marketing, development, and support services as prioritized

2.2 Service Allocation

Services will be provided according to:

Option A - Hour-Based:

  • Monthly allocation: [NUMBER] hours per month
  • Services delivered within allocated hours
  • Unused hours do not roll over to subsequent months
  • Additional hours available at [RATE] per hour or as agreed

Option B - Deliverable-Based:

  • Specific monthly deliverables as outlined below
  • [List of deliverables per month]

Option C - Hybrid:

  • [NUMBER] hours per month PLUS specific guaranteed deliverables
  • [List guaranteed deliverables]

2.3 Priority and Response Times

As a retainer client, you receive:

  • Priority support: Responses within 4 hours during business hours
  • Regular check-ins: [Weekly/Bi-weekly] meetings ([DURATION])
  • Monthly reporting: Comprehensive performance and progress reports
  • Strategic guidance: Proactive recommendations and planning
  • Dedicated team access: Direct communication with your team members

2.4 Work Prioritization

Client and Service Provider will maintain a shared prioritized backlog. Work will be executed in priority order as agreed during regular check-ins. Priorities may be adjusted as business needs change.

3. DELIVERABLES AND QUALITY​

3.1 Monthly Deliverables

Each month, Client can expect:

  • [Specific deliverable 1]
  • [Specific deliverable 2]
  • [Specific deliverable 3]
  • Monthly performance report
  • Strategic recommendations

3.2 Standards

All work will meet professional industry standards including:

  • Testing and quality assurance
  • Performance optimization
  • Security best practices
  • Complete documentation
  • Knowledge transfer

4. FEES AND PAYMENT​

4.1 Monthly Retainer Fee

Monthly fee: [CURRENCY] $[AMOUNT] (exclusive of GST/taxes)

4.2 Payment Terms

  • Retainer is billed monthly in advance
  • Invoices issued on the [1st] day of each month
  • Payment due within seven (7) days ("Net 7")
  • First payment due upon execution of this Agreement

4.3 Payment Methods

Payment may be made by:

  • Bank transfer (preferred for Australian clients)
  • Credit/debit card via Stripe
  • PayPal (international clients)
  • Wire transfer

4.4 Late Payment

Invoices not paid within the specified period will incur:

  • Interest at 2% per month (or maximum legal rate, whichever is less)
  • Possible suspension of services until payment received
  • Client responsibility for all collection costs, including reasonable legal fees

4.5 Additional Services

Services beyond the monthly retainer scope will be:

a) Quoted separately before work begins
b) Billed at standard hourly rates or project fees
c) Subject to availability and scheduling

4.6 Rush Work

Work requiring compressed timelines (50%+ faster than standard) qualifies as rush work and carries a fifty percent (50%) premium, subject to Service Provider's availability.

4.7 Expenses

The following expenses are [INCLUDED / NOT INCLUDED]:

  • Ad spend (Client pays platforms directly): [INCLUDED/NOT INCLUDED]
  • Third-party tools and subscriptions: [INCLUDED/NOT INCLUDED]
  • Stock photography/assets: [INCLUDED/NOT INCLUDED]
  • Travel expenses: [INCLUDED/NOT INCLUDED]

Expenses not included require Client approval and are billed separately with documentation.

4.8 Fee Adjustments

Service Provider may adjust retainer fees with sixty (60) days' written notice. Client may terminate the retainer per Section 12 if fee adjustment is unacceptable.

5. TERM AND RENEWAL​

5.1 Initial Term

This Agreement is month-to-month with no minimum commitment, beginning on [START DATE].

OR for committed retainers:

This Agreement has an initial term of [3/6/12] months beginning on [START DATE] ("Initial Term"), after which it becomes month-to-month.

5.2 Automatic Renewal

This Agreement automatically renews on a month-to-month basis unless terminated by either party per Section 12.

5.3 Discount for Commitment

[IF APPLICABLE] Client receives a [10]% discount in exchange for committing to a [12]-month term. Early termination without cause forfeits the discount, and Client will be invoiced for the difference on standard rates.

6. CLIENT RESPONSIBILITIES​

6.1 Access and Materials

Client will provide and maintain:

  • Access to necessary platforms and systems (admin level)
  • Brand assets and guidelines
  • Content, copy, and materials as needed for services
  • Timely information about business changes affecting work
  • [Other specific requirements]

6.2 Communication and Availability

Client agrees to:

  • Attend scheduled [weekly/bi-weekly] check-in meetings
  • Provide timely feedback on deliverables (within [48-72 hours] for time-sensitive items)
  • Respond to questions and requests within [24-48 hours]
  • Designate [NAME/ROLE] as primary point of contact with decision authority
  • Maintain shared prioritized backlog

6.3 Approvals

Client will provide timely approvals for:

  • Campaign launches and creative
  • Code deployments and releases
  • Budget allocations and changes
  • Strategic recommendations requiring authorization

7. REPORTING AND COMMUNICATION​

7.1 Regular Meetings

Check-in meetings: [Weekly/Bi-weekly]

  • Duration: [30/60] minutes
  • Format: [Video call/Phone/In-person]
  • Agenda: Progress review, blocker resolution, priority alignment

Monthly reviews: [Monthly]

  • Duration: [60] minutes
  • Format: [Video call with presentation]
  • Agenda: Performance analysis, strategic planning, budget review

7.2 Monthly Reports

Service Provider will deliver monthly reports including:

  • Work completed and hours utilized
  • Performance metrics and KPIs
  • Strategic insights and recommendations
  • Next month's planned priorities
  • Budget status (if applicable)

7.3 Project Dashboard

Client will have access to:

  • Shared project management system (Notion/Asana)
  • Real-time progress tracking
  • Deliverable status
  • Communication history
  • Documentation repository

8. INTELLECTUAL PROPERTY​

8.1 Ownership of Work Product

All intellectual property rights in work created specifically for Client during this retainer transfer to Client upon payment of the applicable monthly fee. This includes:

  • Custom code and development work
  • Creative assets and content
  • Documentation and reports
  • Strategic plans and recommendations

8.2 Pre-Existing Materials

Service Provider retains all rights to:

  • Pre-existing intellectual property, tools, frameworks, and methodologies
  • General knowledge, skills, and experience
  • Work created for other clients

Client receives a non-exclusive license to use any pre-existing materials incorporated into deliverables.

8.3 Third-Party Accounts

For marketing services:

  • All accounts created under Client's business entity
  • Client owns all data, audiences, and performance history
  • Service Provider serves as administrator only
  • Access transferred or removed upon termination

8.4 Portfolio Rights

Service Provider may request permission to feature work in its portfolio, case studies, or marketing materials. This is opt-in and requires explicit approval. Client may revoke permission at any time.

9. CONFIDENTIALITY​

9.1 Confidential Information

Both parties agree to maintain confidentiality of proprietary information, including:

  • Business strategies and financial information
  • Customer and supplier data
  • Technical information and source code
  • Marketing plans and performance data
  • Trade secrets

9.2 Duration

Confidentiality obligations survive termination for two (2) years.

10. WARRANTIES AND DISCLAIMERS​

10.1 Service Provider Warranties

Service Provider warrants that:

a) Services will be performed professionally consistent with industry standards
b) Service Provider has authority to perform services
c) Work will not infringe third-party intellectual property rights to Service Provider's knowledge
d) Service Provider maintains professional indemnity insurance

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 No Guarantee of Results

Service Provider does not guarantee specific business outcomes, revenue, rankings, traffic, conversions, or other results. Performance is subject to external factors beyond Service Provider's control including algorithm changes, market conditions, and competition.

11. LIMITATION OF LIABILITY​

11.1 Cap on Liability

IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF DATA.

11.3 Exceptions

Limitations do not apply to:

  • Indemnification obligations
  • Breach of confidentiality
  • Gross negligence or willful misconduct
  • Amounts owed for fees and expenses

12. TERMINATION​

12.1 Termination by Either Party

Either party may terminate this Agreement with thirty (30) days' written notice.

During the notice period:

  • Services continue as normal
  • Client pays for the full 30-day notice period
  • Both parties fulfill their obligations
  • Orderly transition and handoff occurs

12.2 Immediate Termination for Cause

Either party may terminate immediately if the other party:

a) Materially breaches and fails to cure within fourteen (14) days of notice
b) Becomes insolvent or files for bankruptcy
c) Ceases to conduct business

12.3 Effect of Termination

Upon termination:

a) Client pays all outstanding invoices immediately
b) Work continues through end of notice period (unless terminated for cause)
c) Service Provider delivers all completed work and work-in-progress
d) Service Provider transfers or removes platform access as requested
e) Both parties return or destroy confidential information
f) Client owns all paid work product

12.4 Early Termination of Committed Term

[IF APPLICABLE] If Client terminates before the end of the Initial Term without cause, Client forfeits any commitment discount and will be invoiced for the difference between discounted and standard rates for services rendered.

12.5 Survival

Sections 8 (IP), 9 (Confidentiality), 10 (Warranties), 11 (Limitation of Liability), and 14 (General Provisions) survive termination.

13. FORCE MAJEURE​

Neither party will be liable for failure to perform due to circumstances beyond reasonable control. If a force majeure event continues for more than thirty (30) days, either party may terminate without penalty.

14. GENERAL PROVISIONS​

14.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of NSW courts.

14.2 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior negotiations and understandings.

14.3 Amendment

This Agreement may only be amended by written agreement signed by both parties.

14.4 Independent Contractor

Service Provider is an independent contractor, not an employee. Service Provider is responsible for its own taxes, insurance, and business expenses.

14.5 Assignment

Neither party may assign without prior written consent, except to a successor in connection with merger, acquisition, or sale of substantially all assets.

14.6 Notices

All notices must be in writing to:

To Client:
[CLIENT NAME]
[CLIENT ADDRESS]
Email: [CLIENT EMAIL]

To Service Provider:
Panther & Cub Pty Ltd
Sydney, NSW, Australia
Email: [email protected]

14.7 Severability

If any provision is found invalid, remaining provisions remain in full force.

14.8 Counterparts

This Agreement may be executed in counterparts. Electronic signatures have the same effect as originals.

15. SPECIAL PROVISIONS​

[Optional section for retainer-specific terms such as:]

15.1 Guaranteed Deliverables (if applicable)

The following deliverables are guaranteed each month regardless of hours:

  • [Deliverable 1]
  • [Deliverable 2]

15.2 Service Level Agreement (if applicable)

  • Response time for urgent issues: [4 hours]
  • Response time for standard inquiries: [24 hours]
  • Monthly uptime guarantee: [99.9%] (if applicable)

15.3 Dedicated Team (if applicable)

Client's dedicated team includes:

16. ACCEPTANCE​

By signing below, both parties agree to be bound by the terms of this Retainer Agreement.

EXECUTION​

CLIENT

Signed: ______________________________

Name: [CLIENT SIGNATORY NAME]

Title: [CLIENT SIGNATORY TITLE]

Date: ____/____/____

PANTHER & CUB PTY LTD

Signed: ______________________________

Name: [YOUR NAME]

Title: [YOUR TITLE]

Date: ____/____/____

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