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Retainer Agreement Page 1 of 6

 Retainer Agreement

This Retainer Agreement (the “Agreement”) is entered into _________________________ (the “Effective
Date”) by and between _______________________ (the “Consultant”) located at
_______________________________ and _______________________ (the “Company”) located at
______________________________ , also individually referred to as the “Party”, and collectively the
“Parties”.

IN CONSIDERATION OF the Consultant providing expertise and services, and the Company receiving and
providing compensation for the expertise and services, the Parties agree to the following:

1. Services. The Consultant agrees to perform the following services (the “Services”) for the Company:

1.1. _______________________________________________________________

1.2. _______________________________________________________________

1.3. _______________________________________________________________

2. Retainer. The Company agrees to pay the Consultant $______________ per month to perform the
Services. The Consultant will invoice the Company on the first day of every month for the Services
performed and all pre-approved expenses incurred during the previous month. The Company must
pay the invoice within fourteen (14) calendar days of the date on the invoice. Payments must be sent
via electronic payment or check as follows:

______________________________________

______________________________________

______________________________________

______________________________________

3. Expenses

The Consultant is entitled to reimbursement for all reasonable and necessary expenses incurred in
the course of providing the Services. The Company must pre-approve all expenses/all expenses over
$_________. The Consultant must include receipts for all reimbursable expenses.

Retainer Agreement Page 2 of 6

4. Term and Termination

4.1. Term. This Agreement will begin on the Effective Date and will continue on a month-to-
month basis until terminated by either Party.

4.2. Termination.

4.2.1. Either Party may terminate this Agreement at any time by providing the other Party
with a thirty (30) day written notice.

4.2.2. The Consultant may terminate this Agreement immediately at any time if the
Company fails to pay for the Services or breaches any other material term of this
Agreement. The Consultant will be entitled to reimbursement for any outstanding
invoices and Services performed but for which the Consultant has not been paid.

4.2.3. The Company may terminate this Agreement immediately at any time if the
Consultant fails to provide the Services or breaches any other material term of this
Agreement. The Company will be entitled to reimbursement for any money paid for
Services that were not received.

5. Relationship of the Parties

5.1. No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement.
The Parties agree they are free to enter into other similar agreements with other parties. The
Consultant agrees the Consultant will not enter into any agreements that conflict with the
Consultant’s obligations under this Agreement.

5.2. Independent Contractor. The Consultant is an independent contractor. Neither Party is an

agent, representative, partner, or employee of the other Party.

5.3. Ownership. All work product created by the Consultant in connection with performing the
Services is the exclusive property of the Company.

6. Confidentiality

The Consultant understands the Company’s confidential information may be disclosed during the
course of executing the Services. The Consultant agrees to use the Company’s confidential
information solely for the purpose of performing the Services. The Consultant agrees not to share
the Company’s confidential information unless required to by law. The Consultant’s obligation to
maintain confidentiality will survive termination of this Agreement and will remain in effect indefinitely.

7. Dispute Resolution

7.1. Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or
Country in which the duties of this Agreement are expected to take place. In the event that

Retainer Agreement Page 3 of 6

 the duties of this Agreement are to take place in multiple States and/or Countries, this
Agreement shall be governed by ______________________ law.

7.2. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution
through good faith negotiation.

7.3. Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through
good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

7.4. Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be
entitled to its legal fees, including, but not limited to, its attorneys’ fees.

8. General

8.1. Assignment. The Parties may not assign their rights and/or obligations under this
Agreement.

8.2. Complete Contract. This Agreement constitutes the Parties entire understanding of their
rights and obligations. This Agreement supersedes any other written or verbal
communications between the Parties. Any subsequent changes to this Agreement must be
made in writing and signed by both Parties.

8.3. Severability. If any section of this Agreement is found to be invalid, illegal, or

unenforceable, the rest of this Agreement will still be enforceable.

8.4. Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations
under this Agreement, unless agreed to in writing. If any provision, right, or obligation is
waived, it is only waived to the extent agreed to in writing.

9. Notices

All notices under this Agreement must be sent by email with read receipt requested or by certified or
registered mail with return receipt requested. Notices shall be sent as follows:

Consultant

______________________________

______________________________

______________________________

______________________________

Retainer Agreement Page 4 of 6

 Company

______________________________

______________________________

______________________________

______________________________

[Remainder of this page intentionally left blank. Signature page follows.]

Retainer Agreement Page 5 of 6

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Consultant

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Company

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Retainer Agreement Page 6 of 6