Retainer Agreement

This Retainer Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between [COMPANY_NAME], a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Service Provider"), and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Client").

1. Purpose

This Agreement establishes the terms under which [COMPANY_NAME] will provide WordPress development, maintenance, and consulting services to the Client on a retainer basis. The goal is to ensure the Client's WordPress-based projects are executed efficiently, maintained effectively, and optimized for performance, security, and scalability.

2. Scope of Retained Services

[COMPANY_NAME] agrees to provide the following services under this Agreement:

1. WordPress Development: Custom theme and plugin development, site optimization, and feature enhancements.
2. Maintenance: Regular updates to WordPress core, themes, and plugins; security monitoring; and uptime monitoring.
3. Consulting: Strategic advice on WordPress architecture, scalability, and integrations.
4. Bug Fixes: Resolution of issues related to WordPress functionality, plugins, or themes.
5. Performance Optimization: Site speed improvements, database optimization, and caching strategies.
6. Emergency Support: Priority handling of critical issues affecting site functionality or availability.

Exclusions: Services outside the scope of this Agreement, such as full website redesigns, third-party software licensing, or non-WordPress-related development, will require a separate agreement or addendum.

3. Monthly Retainer Fee and Included Hours

• Monthly Retainer Fee: $[AMOUNT] per month.
• Included Hours: [NUMBER] hours of services per month.

Unused hours do not roll over to subsequent months unless explicitly agreed in writing.

4. Overage Rates

If the Client requires services exceeding the included hours in a given month, the following overage rates will apply:
- Standard Rate: $[RATE]/hour for additional hours.
- Emergency Rate: $[EMERGENCY_RATE]/hour for requests requiring resolution within [NUMBER] hours.

Overage hours will be billed in increments of 15 minutes.

5. Response Time Commitments

[COMPANY_NAME] will adhere to the following response times for service requests:
- Critical Issues (e.g., site down, security breach): Response within [NUMBER] hours, resolution within [NUMBER] hours.
- High Priority (e.g., major functionality issues): Response within [NUMBER] business hours, resolution within [NUMBER] business days.
- Standard Requests (e.g., minor updates, consulting): Response within [NUMBER] business days.

Business hours are defined as Monday through Friday, 9:00 AM to 5:00 PM [TIMEZONE], excluding holidays.

6. Reporting Requirements

[COMPANY_NAME] will provide the Client with the following reports:
1. Monthly Activity Report: Summary of hours used, tasks completed, and pending items.
2. Performance Metrics: Key performance indicators (e.g., site uptime, page load speed, security scan results).
3. Quarterly Review Report: Comprehensive review of services provided, including recommendations for future improvements.

Reports will be delivered via email to [CLIENT_EMAIL] by the [NUMBER]th business day of the following month.

7. Quarterly Review Process

The parties will conduct a quarterly review to assess the effectiveness of the services provided under this Agreement. This review will include:
- Evaluation of completed tasks and their impact on the Client's objectives.
- Discussion of upcoming priorities and adjustments to the scope of services.
- Review of the retainer hours and overage usage.

The quarterly review will be scheduled by mutual agreement and conducted via video conference.

8. Scope Adjustments

The scope of services may be adjusted by mutual written agreement. Any changes to the scope may result in adjustments to the monthly retainer fee or included hours.

9. Payment Terms

1. Invoice Schedule: Invoices will be issued on the [NUMBER]th day of each month for the upcoming month's retainer fee.
2. Payment Due Date: Payments are due within [NUMBER] days of the invoice date.
3. Late Payments: Late payments will incur a [PERCENTAGE]% late fee per month.

Payments shall be made via [PAYMENT_METHOD] to the account details provided on the invoice.

10. Term and Renewal

1. Initial Term: This Agreement shall commence on the Effective Date and continue for an initial term of [NUMBER] months.
2. Renewal: The Agreement will automatically renew for successive [NUMBER]-month terms unless either party provides written notice of non-renewal at least [NUMBER] days prior to the end of the current term.

11. Termination

1. Termination by Either Party: Either party may terminate this Agreement with [NUMBER] days' written notice.
2. Termination for Cause: Either party may terminate immediately upon material breach by the other party, provided the breach is not cured within [NUMBER] days of written notice.

12. Transition Period Obligations

Upon termination, [COMPANY_NAME] will:
1. Provide the Client with all deliverables, documentation, and access credentials related to the services provided.
2. Assist in transitioning services to a new provider for a period of up to [NUMBER] days at the standard hourly rate.

13. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed under this Agreement. Confidential information includes, but is not limited to, business plans, technical data, and proprietary software.

This obligation shall survive the termination of this Agreement for a period of [NUMBER] years.

14. Intellectual Property

1. Ownership: All deliverables created by [COMPANY_NAME] under this Agreement shall be the sole property of the Client upon full payment.
2. Pre-Existing IP: Any pre-existing intellectual property of [COMPANY_NAME] used in the deliverables shall remain the property of [COMPANY_NAME], but the Client shall receive a perpetual, royalty-free license to use it.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

17. Amendments

This Agreement may only be amended in writing, signed by both parties.

18. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Notices

All notices under this Agreement shall be sent to the addresses listed below:

• [COMPANY_NAME]: [COMPANY_ADDRESS], [EMAIL], [PHONE]
• [CLIENT_NAME]: [CLIENT_ADDRESS], [CLIENT_EMAIL], [CLIENT_PHONE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[COMPANY_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]

[CLIENT_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]