Retainer agreement

Contract law

Formation
Capacity Offer and acceptance Meeting of the minds² Abstraction principle^4,5 Posting rule¹ Mirror image rule Invitation to treat Firm offer Consideration^1,4 Implication-in-fact Collateral contract
Vitiating factors & defences
Misrepresentation Mistake Threats and duress Undue influence Unconscionability Illegality & public policy Culpa in contrahendo² Force majeure Frustration of purpose Impossibility Impracticability Hardship Set-off Illusory promise¹ Statute of frauds¹ Non est factum¹ Unclean hands¹ Accord and satisfaction¹ Exculpatory clause
Terms & interpretation
Contract of adhesion Integration clause Parol evidence³ Contra proferentem Exclusion clause UNIDROIT Principles
Performance & breach
Anticipatory repudiation Cover Efficient breach Deviation Fundamental breach
Remedies
Monetary damages Liquidated / stipulated Penal damages³ Specific performance³ Rescission
Quasi-contractual obligations
Unjust enrichment Restitution Promissory estoppel¹ Quantum meruit¹ Negotiorum gestio²
Rights of third parties
Privity of contract¹ Third-party beneficiary Assignment Delegation Novation
Duties of parties
Duty of good faith⁷ Duty of honest contractual performance (or doctrine of abuse of rights)⁶ Contract A and Contract B in Canadian contract law⁶
Dispute resolution
Choice of law clause Forum selection clause Hague Choice of Court Convention Arbitration New York Convention UNCITRAL Model Law Mediation Singapore Mediation Convention Enforcement of foreign judgments Hague Judgments Convention
By jurisdiction
Australia Canada China India Saudi Arabia United Kingdom England and Wales Scotland United States
Notes
¹ In common law jurisdictions ² In civil and mixed law jurisdictions ³ Historically restricted in common law jurisdictions but generally accepted elsewhere; availability varies between contemporary common law jurisdictions ⁴ In Germany and other jurisdictions with pandectist-influenced civil codes ⁵ Explicitly rejected by the UNIDROIT Principles of International Commercial Contracts ⁶ In Canada ⁷ In civil law jurisdictions, the US, and Canada

A retainer agreement is a work-for-hire contract. It falls between a one-off contract and permanent employment, which may be full-time or part-time. Its distinguishing feature is that the client or customer pays in advance for professional work to be specified later. The purpose of a retainer fee is to ensure that the employed reserves time for the client in the future when their services are needed.

A retainer agreement may incorporate other contractual provisions regarding the performance of services, or the parties may potentially enter into additional contracts that define the other terms of their working relationship. A retainer fee may be paid on a fixed, pre-negotiated rate or on a variable hourly rate depending on the nature of retainer and also, the practice of the professional being retained.