---
name: retainer-agreement
description: "สกิลสำหรับสัญญา Retainer ใช้เมื่อต้องการแนวทาง ขั้นตอน Template หรือคำแนะนำเชิงปฏิบัติสำหรับงานกฎหมาย นโยบาย Compliance เอกสารสัญญา และเอกสารเทคนิคที่ต้องมีโครงสร้างชัดเจน ในหัวข้อนี้"
allowed-tools: Read Write Glob
metadata:
  author: matthewhitcham
  version: "1.0"
---

# สัญญา Retainer

## When to Use This Skill

Use this skill when you need to:
- Draft a retainer agreement for ongoing client services
- Define scope, hours, and deliverables for a monthly retainer
- Establish rollover policies, overage rates, and billing terms
- Create termination and renewal clauses that protect both parties

**DO NOT** use this skill for project-based contracts, employment agreements, or legal compliance documents. This is a business template — always have a lawyer review before signing.

---

## Core Principle

A STRONG RETAINER AGREEMENT PROTECTS YOUR TIME AND THE CLIENT'S EXPECTATIONS — AMBIGUITY IN SCOPE IS THE #1 CAUSE OF RETAINER RELATIONSHIPS BREAKING DOWN.

---

## Phase 1: Agreement Parameters

### Required Inputs

| Input | What to Ask | Default |
|-------|------------|---------|
| **Service type** | "What services does the retainer cover?" | No default — must be provided |
| **Monthly hours or deliverables** | "How many hours per month, or what specific deliverables?" | 20 hours/month |
| **Monthly rate** | "What is the monthly retainer fee?" | No default — must be provided |
| **Contract term** | "What is the initial commitment — 3 months, 6 months, ongoing?" | 3-month initial term |
| **Client name** | "Who is the client?" | No default — must be provided |

**GATE: Confirm all parameters before drafting the agreement.**

---

## Phase 2: Agreement Structure

### Retainer Agreement Template

```
## RETAINER AGREEMENT

**Effective Date:** [Date]
**Service Provider:** [Your name/business]
**Client:** [Client name/business]

### 1. SERVICES

Provider agrees to perform the following services:
- [Service 1 — be specific]
- [Service 2]
- [Service 3]

**Included:** [Specific tasks, meeting attendance, revisions, etc.]
**Excluded:** [Tasks that require separate quotes or are out of scope]

### 2. RETAINER FEE AND PAYMENT

- Monthly retainer fee: $[amount]
- Payment due: [1st/15th] of each month, in advance
- Payment method: [ACH, credit card, invoice]
- Late payment fee: [1.5% per month on overdue balances]

### 3. HOURS AND ALLOCATION

- Monthly allocation: [X] hours per month
- Hour tracking: Provider will track time and share a monthly summary
- Rollover policy: [See Phase 3 options]
- Overage rate: $[X]/hour for work exceeding the monthly allocation
- Overage approval: Provider will notify Client before exceeding allocation

### 4. TERM AND RENEWAL

- Initial term: [X] months beginning [start date]
- Renewal: Automatically renews month-to-month after the initial term
- Rate changes: Provider may adjust rates with [30/60] days written notice

### 5. TERMINATION

- Either party may terminate with [30] days written notice
- Upon termination: Provider completes work in progress through the current billing period
- No refund for partial months unless terminated by Provider

### 6. INTELLECTUAL PROPERTY

- All work product created under this retainer is owned by Client upon full payment
- Provider retains the right to display work in portfolio unless otherwise agreed

### 7. CONFIDENTIALITY

- Both parties agree to keep proprietary information confidential
- This obligation survives termination of the agreement

### 8. LIMITATION OF LIABILITY

- Provider liability is limited to the total fees paid under this agreement
- Provider is not liable for indirect, consequential, or lost profit damages
```

---

## Phase 3: Policy Options

### Rollover Policies

Choose one model:

| Policy | How It Works | Best For |
|--------|-------------|----------|
| No rollover | Unused hours expire at month end | Simple, predictable for provider |
| Partial rollover | Up to 25-50% of unused hours roll to next month, cap at 1 month | Balanced flexibility |
| Full rollover | All unused hours roll forward, expire after 90 days | Client-friendly, complex to track |
| Deliverable-based | No hours — fixed deliverables each month, no rollover concept | Productized services |

### Overage Handling

```
## Overage Options

**Option A — Premium Rate:**
Hours beyond allocation billed at 125-150% of the effective hourly rate.
Client notified at 80% utilization and must approve overages in writing.

**Option B — Block Purchase:**
Client can purchase additional 5-hour or 10-hour blocks at the retainer rate.
Blocks expire at end of month.

**Option C — Scope Adjustment:**
If work consistently exceeds allocation, parties discuss upgrading to a
higher retainer tier rather than billing overages.
```

---

## Phase 4: Finalization

### Agreement Checklist

- [ ] Services are specifically defined (not vague "marketing support")
- [ ] Hours or deliverables are quantified
- [ ] Rollover and overage policies are stated clearly
- [ ] Payment terms include due date, method, and late fees
- [ ] Termination notice period is specified
- [ ] IP ownership is addressed
- [ ] Confidentiality clause is included
- [ ] Both parties sign and date

### Onboarding After Signing

Once the retainer is signed:
1. Schedule a kickoff meeting to align on priorities for month one
2. Set up a shared communication channel (Slack, email thread)
3. Establish a monthly check-in cadence for reviewing hours and priorities
4. Send the first invoice per the agreed schedule

### Monthly Reporting Template

```
## Monthly Retainer Report — [Month]

**Client:** [Name]
**Hours allocated:** [X]
**Hours used:** [X]
**Hours remaining:** [X]
**Rollover from last month:** [X]

### Work Completed
- [Task 1] — [X] hours
- [Task 2] — [X] hours

### Upcoming Priorities
- [Priority 1]
- [Priority 2]

### Notes
- [Any scope concerns, overage alerts, or adjustment recommendations]
```

---

## Anti-Patterns

- **Vague scope** — "general marketing support" invites scope creep. List specific services and explicitly state what is excluded.
- **No overage protection** — without a cap or approval process, you will work free hours when projects expand.
- **Monthly billing in arrears** — always bill retainers in advance. Chasing payment after work is done weakens your position.
- **No termination clause** — either party should be able to exit with reasonable notice. Trapping a client breeds resentment.
- **Skipping monthly reports** — clients who do not see what they are paying for will question the retainer's value.
- **No annual rate review** — retainers that stay at the same rate for years mean you are earning less as your costs and skills grow.

---

## Recovery

- **Client wants to reduce the retainer:** Discuss which services to cut rather than just lowering the fee. Protect your effective hourly rate.
- **Scope creep happening:** Reference the agreement's scope section. Offer to quote the additional work separately or propose a retainer upgrade.
- **Client consistently under-utilizes hours:** Proactively suggest projects that use the allocation. If under-use persists, discuss right-sizing the retainer.
- **Late payments recurring:** Enforce the late fee clause. If it continues, require prepayment or pause work until payment is received.
- **Client wants to terminate early:** Honor the notice period and provide a professional transition. A good exit leads to referrals.
