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Simple retainer agreement for Web consulting practice; can be tweaked to form simple agreement for any consulting practice.
RETAINER AGREEMENT—CONFIDENTIAL The following is a Retainer Agreement between [Client-Company Name] (Client) and [Consulting Company Name], [Individual, Title] (Contractor). Introduction The Client’s overall corporate objective in this relationship is to increase sales of Client’s products. The Client is entering into this Agreement with the purpose of retaining Contractor to assume the following general responsibilities: Assume the maintenance and upgrading of Client’s existing Web sites (www.[name].com and www.[name].com) and other such sites as may be developed during the course of this Agreement; Providing the strategic planning for, and tactical implementation of, the Client’s marketing efforts on the Web, coordinated as needed with traditional marketing plans; Delivering reports, recommendations, and consulting on overall strategic planning for optimal e-business and the implementations thereof. A general outline of Contractor’s tasks and responsibilities is contained in the Workscope below. A general outline of Client’s responsibilities is contained in the Terms and Conditions below. Workscope During the period of this Agreement, Contractor will provide the following services: Implement Client’s revisions of site(s) in a timely fashion. Develop additional site(s) as required by Client. Advise Client on opportunities to modify site pages and/or add other pages that Contractor feels may enhance Client’s online business. Develop a marketing plan to address expanding into the [named additional] market, and implement such marketing plans as may be approved by Client. Work interactively with Client to identify additional sales and marketing opportunities and implement online methodologies for addressing those opportunities. Research and develop a comprehensive report on costs, software requirements, and other issues related to initiating secure e-commerce on site(s), and implement such e-commerce functionality as may be approved by Client. Work with the existing hosting reseller to determine the feasibility of continuing to maintain the site(s) in the reseller’s space, and deliver a report to the Client with recommendations. Research ISPs to identify other cost-effective small-business hosting packages and deliver a report with recommendations. If deemed appropriate by Client, move site(s) to a new ISP, ensuring as seamless a transition as possible to avoid inconvenience to Client management and site visitors. Review and report on search ranking protocols, recommending and implementing such changes in site meta-tagging, registrations, etc., as will maximize the Client’s rankings. Re-register site(s) with selected search engines and directories and register them with appropriate emerging search and directory sites. Research cost/benefits of adding search functions to site(s) and deliver a report with recommendations, implementing such functions as may be deemed appropriate by Client. Research cost/benefits of adding secure e-commerce and deliver report with recommendations. This will be a general report only; the actual addition of functional e-commerce to the site falls outside this Agreement and Workscope. Advise Client on opportunities to exchange links with other sites, implement such link exchanges as may be approved by Client, and suggest other marketing strategies as appropriate. Terms and Conditions Both parties understand and agree that if the present hosting reseller is retained, and that reseller does not provide reasonably accessible Web-based site management tools, substantial delays will occur in the implementation of any site changes. In addition, both parties understand and agree that if the present hosting reseller is retained, and that reseller does not provide reasonably accessible Web-based e-commerce tools and capabilities, some tasks outlined in the Workscope may not be possible to implement. Contractor agrees to be responsible for the costs of such software as may be required for standard site development and maintenance. Client agrees to pay any direct costs such as ISP setup and monthly fees, e-commerce-related fees, etc. Client will reimburse Contractor promptly for any such direct costs as Contractor may advance on behalf of Client, with any such expenses to be approved in advance by Client. Client will make reasonable efforts to provide text copy electronically, either via email or on disk, and to provide graphics as .tif, .gif, or .jpeg files. Each party understands and agrees that Client is responsible for all liability that may arise out of the initiation and/or continuance of online transactions. Client may from time to time communicate to Contractor certain proprietary or confidential information to enable Contractor effectively to perform the services. Contractor will treat all such information as confidential, and will not disclose any part thereof to any third party without the prior written consent of Client. “Confidential” and “proprietary” information is not meant to include any information which, at the time of disclosure, is in the public domain. Each party understands and agrees that all patents, trademarks, and copyrights pertaining to Client’s Web sites will remain the sole property of Client, except that: If Contractor independently of Client develops any patentable technology or other intellectual property during the course of this Agreement, such technology will remain the sole property of Contractor unless otherwise assigned in writing by both parties, OR if Client and Contractor jointly develop any patentable technology or other intellectual property during the course of this Agreement, such technology will become the joint property of Client and Contractor unless otherwise assigned in writing by both parties. Fees and Schedule Client will pay to Contractor a retainer fee of $_____.00 plus tax per calendar month from [Date] through [Date] , payable on the first business day of each month, beginning [Date] , except that the initial month’s fee will be prorated to $_____.00 and will not be due until [Date] . Termination of Agreement Each party understands and agrees that this is a month-to-month Agreement that may be ended by either party upon delivery to the other party of written notification of termination. Such notice must be served on the other party no less than 30 (thirty) days prior to the date of termination and must be accompanied by such payment for services or refund of payment as may be required by fee agreement in preceding paragraph. Contractor will make every reasonable effort to complete the tasks outlined in the Workscope detailed in this Agreement within the timeframe set forth herein; however, each party understands and agrees that if this Agreement is terminated prior to [Date], Contractor will not be held responsible for the completion of such tasks as may be pending at the time of the termination. Signed: ___________________________________ ___________________________________ [Name] [Name] ___________________________________ ___________________________________ [Title] [Title] ___________________________________ ___________________________________ [Client Company] [Contractor Company] Date: __________________
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