DIY Legal Forms

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Retainer Agreement

1. Parties. This Agreement is made [date] between [Individual/Corporation], [address] hereinafter referred to as________, and [name of second party], [address] herinafter referred to as _______.

2. Mutual Agreement. ______ retains _______ to perform _______ and other services, and _______ agrees to serve __________, under and as provided in this Agreement.

_________ is an _________ [independent contractor] performing services for _______. As such, ________is not to be considered an employee of ________.

________ will not be entitled, among other things, to share in employee benefits available for regular employees of Corporation. Similarly, Corporation will have no obligations with respect to _______ that Corporation may otherwise have, at law, with respect to regular employees.

3. Term. The term of Accountant's employment shall start [date] and, subject to Paragraphs 4 and 12, end [date] (Expiration Date).

4. Option to Extend. Corporation may extend the term of this Agreement to [date] if, as of the Expiration Date, there is no default by Corporation under this Agreement and the Agreement has not been terminated earlier. To extend the term, Corporation must provide to Accountant written notice of Corporation's intent to extend at least [number] days prior to the Expiration Date. If this Agreement is extended, it shall continue in force on the same terms and conditions as are provided in it.

5. Duties. _______ shall perform all _______ services requested by Corporation in connection with Corporation's business. These services include without limitation preparation of _______ statements. _______ shall also provide such financial advisory services as may, from time to time, be requested by Corporation. ________ shall not be required toperform or provide the following services:

[list of excluded items]

6. Fee. Corporation shall pay ______ an annual retainer fee for services required under this Agreement of ........ dollars ($........). This fee shall be paid in equal quarterly [or, monthly] installments payable on the first business day of each quarter commencing on [date].

7. Reimbursement of Expenses. In addition to the fee provided in Paragraph 6, Corporation shall reimburse _____ for all expenses incurred by __________ that are attributable orproperly allocable to the services provided to Corporation underthis Agreement. This includes travel expenses and [any major item of expected expense parties have agreed upon, e.g., mealsand lodging]. In no event, however, shall Corporation's obligations under this Paragraph 7 exceed ........ dollars ($........) per year unless Corporation agrees in writing to such further reimbursement.

______ expenses shall be paid within [number] days of ________ submission of a bill to Corporation accompanied by copies of vouchers or an itemized account of expenditures, but not more often than once per month.

8. Right to Terminate. Corporation may at any time terminate this Agreement, without cause, upon [number] days' prior written notice to _________.

9. Professional Obligations. _______ shall perform all services under this Agreement in accordance with generally accepted _______ practices and principles. This Agreement is subject to the laws, rules, and regulations governing the _______ profession imposed by governmental authorities or professional associations of which _______ is a member.

10. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other.

____ may not delegate _______ duties under this Agreement to another without Corporation's prior written consent.

11. Entire Agreement and Modification. This Agreement contains the entire agreement between the parties. This Agreement may not be modified except by later written agreement signed by both parties.

12. Notices. All notices under this Agreement shall be in writing, sent by first-class mail, postage prepaid, to the address stated in Paragraph 1 or such other address as either party may designate by prior written notice to the other.


By: [signature]



second party

*** If Required By State Law ***

This Section for Notary:


State of _________

County of ________ [County]

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________

My commission expires: _____