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Professional Services Retainer Agreement
"I need a Professional Services Retainer Agreement for my IT consulting firm based in Dubai to provide ongoing technical advisory services to a UAE government entity, with specific provisions for data security and confidentiality, starting from March 2025."
1. Parties: Identification of the service provider and client, including full legal names, addresses, and registration details as required by UAE law
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement, including specific professional services terminology
4. Scope of Services: Detailed description of the professional services to be provided under the retainer arrangement
5. Term and Renewal: Duration of the retainer agreement and provisions for extension or renewal
6. Fees and Payment Terms: Monthly retainer fee, payment schedule, expenses, and invoicing procedures
7. Service Provider's Obligations: Key responsibilities, performance standards, and delivery requirements
8. Client's Obligations: Client responsibilities, including provision of information and access necessary for service delivery
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property: Ownership and usage rights of pre-existing and created intellectual property
11. Limitation of Liability: Caps on liability and exclusions in accordance with UAE law
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Service Level Agreement: Detailed performance metrics and service levels, used when specific measurable standards are required
2. Non-Competition: Restrictions on competitive activities, included when the service provider may have access to sensitive market information
3. Force Majeure: Provisions for unforeseen circumstances preventing performance, particularly relevant in long-term retainers
4. Insurance: Insurance requirements and coverage levels, included when services involve significant risks
5. Data Protection: Specific data handling and protection requirements, included when personal or sensitive data is processed
6. Compliance with Laws: Specific regulatory compliance requirements, included when services are in regulated industries
7. Anti-Corruption: Anti-bribery and corruption provisions, particularly important for international clients
8. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors, included when relevant to service delivery model
1. Schedule 1 - Scope of Services: Detailed breakdown of services covered under the retainer
2. Schedule 2 - Fee Schedule: Detailed fee structure, including hourly rates for additional services
3. Schedule 3 - Key Personnel: List of key service provider personnel assigned to the client
4. Schedule 4 - Service Levels: Specific performance metrics and service level requirements
5. Schedule 5 - Reports and Deliverables: Format and frequency of required reports and deliverables
6. Appendix A - Client Policies: Relevant client policies that the service provider must comply with
7. Appendix B - Communication Protocol: Procedures for routine communications and escalations
Authors
Professional Services
Consulting
Information Technology
Financial Services
Legal Services
Management Consulting
Engineering Services
Healthcare
Education
Real Estate
Architecture
Marketing and Advertising
Business Process Outsourcing
Human Resources
Environmental Services
Legal
Procurement
Finance
Operations
Compliance
Risk Management
Business Development
Account Management
Professional Services
Commercial
Contract Management
Project Management
Chief Executive Officer
Managing Director
Legal Counsel
Procurement Manager
Contract Manager
Chief Financial Officer
Operations Director
Project Manager
Compliance Officer
Risk Manager
Business Development Manager
Account Manager
Professional Services Director
Partner (Professional Services)
General Counsel
Commercial Manager
Chief Operating Officer
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