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Business Retained Services Proposal

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Business Retained Services Proposal

This Business Retained Services Proposal (the "Proposal") is entered into as of by and between Client Name: with address and Service Provider: with address .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform professional business services described in this Proposal; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources to perform such services in accordance with the terms of this Proposal; and

WHEREAS, the parties desire to set forth the scope, fee structure and other terms governing the retention of Service Provider.

SCOPE OF WORK

Service Provider will provide retained advisory and operational services as described below. The services will be provided in a professional manner consistent with industry standards and the agreed schedule.

PAYMENT TERMS

Client shall pay Service Provider for services rendered under this Proposal in accordance with the following fees and schedule.

Invoices will be issued: Monthly Quarterly Upon completion of milestones Other:

Client shall pay invoiced amounts within days of invoice receipt. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law, beginning days after invoice due date.

TERM AND TERMINATION

This Proposal commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of 15 days after written notice.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical or financial information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Proposal; (b) restrict disclosure to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is received from a third party without breach of any obligation; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

LIMITATION OF LIABILITY

Except for a party's gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party arising from or related to this Proposal shall not exceed the total fees paid to Service Provider under this Proposal during the six (6) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration held in the chosen governing state, unless the parties mutually agree to litigation.

ENTIRE AGREEMENT

This Proposal, together with any exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No modification shall be effective unless in writing and signed by both parties.

ADDITIONAL TERMS

AUTHORIZATION

The undersigned represent and warrant that they are authorized to enter into this Proposal on behalf of the party for which they sign and that by signing below the party agrees to be bound by the terms and conditions set forth herein.

Client:

By:

Date:

Service Provider:

By:

Date:

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What a Business Retained Services Proposal Is

A Business Retained Services Proposal is a written offer from a service provider outlining ongoing professional services, scope, fees, deliverables, timelines, and terms for a retainer arrangement. It documents mutual expectations, payment structure, renewal or termination conditions, and any performance milestones. The proposal becomes the basis for a formal engagement agreement once accepted and signed by authorized representatives of both parties, and it may be attached to a master services agreement or incorporated by reference when finalizing the contract.

Why a Clear Proposal Matters for Ongoing Services

A well-drafted retained services proposal reduces disputes by setting unambiguous scope, pricing, and renewal mechanics. It protects both parties by documenting responsibilities, acceptance criteria, and dispute-resolution preferences in writing.

Why a Clear Proposal Matters for Ongoing Services

Who Typically Prepares and Reviews These Proposals

Decision-makers on both sides use the proposal to confirm authority, required approvals, and any ancillary documentation that must accompany the signed engagement.

  • Small and mid-size firms seeking predictable monthly cash flow and defined deliverables during ongoing engagements
  • Enterprise procurement and legal departments reviewing contract terms, SLAs, and payment mechanics for compliance
  • Independent consultants or agencies using retainers to secure capacity and prioritize client work

Typical Signatory Roles

Client Authorized Signer

Chief Operating Officer or authorized procurement officer who verifies budget, approves the retainer, and binds the client to payment and service obligations. They confirm contracting authority and sign on behalf of the legal entity.

Provider Authorized Signer

Founder, CEO, or designated account manager with authority to accept terms and commit resources. This signer confirms service capacity, billing cadence, and any subcontracting provisions.

Core Elements to Include in a Professional Proposal

Include precise sections that make obligations, fees, and timelines easy to verify and enforce.

Scope of Services

Define deliverables, exclusions, response times, and service levels so both parties know exactly what work is included under the retainer.

Fee Structure

Specify retainer amount, billing frequency, payment methods, invoicing terms, and how additional work will be charged or approved.

Term and Renewal

State the initial term, auto-renewal mechanics, notice periods for nonrenewal, and conditions for early termination or fee adjustments.

Performance Metrics

List any KPIs, delivery milestones, acceptance criteria, and remedies for missed targets or repeated service failures.

Confidentiality & IP

Address data handling, ownership of work product, confidentiality obligations, and any licensing or assignment terms for deliverables.

Dispute Resolution

Include governing law, venue, escalation procedures, and whether mediation or arbitration is required for disputes.

Step-by-Step: How to Complete a Retained Services Proposal

Follow these steps to prepare, review, and finalize the proposal in sequence.

  • 01
    Prepare Draft: Assemble scope, fees, milestones, and legal clauses for internal review.
  • 02
    Internal Review: Have legal and finance review terms, liabilities, and billing mechanics.
  • 03
    Client Review: Send proposal to client for questions, redlines, and approval.
  • 04
    Execute: Collect signatures and retain fully executed copies for both parties.

How to Configure an Online Signing Workflow

Set up fields and authentication to match your risk tolerance and client expectations.

Field Configuration
Signature Field Required; include name and date subfields for each signer
Initials Field Optional; place at critical amendment or page-change points
Authentication Email link by default; use SMS or KBA for higher assurance
Delivery Enable automatic copies to all signers and the originator

Where to Send and How Submissions Are Processed

Understand routing destinations and the typical processing path after completion.

  • Primary Recipient: Client procurement or contact listed in the proposal
  • Internal Records: Legal and finance receive copies for contract and billing records
  • Third-Party Counsel: Optional review by outside counsel for complex terms
  • Secure Archive: Store executed documents in a secure records system

Technical Options for Digital Signing and Delivery

Ensure the chosen platform can produce an audit trail and long-term, tamper-evident copies suitable for legal retention.

  • File Formats: PDF, DOCX supported
  • Integrations: CRM and storage integrations available
  • Authentication: Email, SMS, or advanced options

Comparing eSignature Options for Proposal Execution

A concise vendor comparison focused on starting price, trial availability, bulk send, audit trail, and HIPAA readiness to inform platform selection.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Common Mistakes to Avoid When Preparing a Proposal

  • Vague scope descriptions that allow scope creep and billing disputes later on
  • Missing or unclear termination and renewal terms that create unexpected obligations
  • Incomplete signatory details leading to unenforceable agreements or delayed acceptance
  • Failing to attach necessary exhibits, schedules, or SOWs that clarify deliverables

Principal Risks of an Incorrect or Incomplete Proposal

Unenforceable Terms: May render obligations void
Billing Disputes: Delayed payments or withheld fees
Data Exposure: Noncompliance with privacy laws
Tax Implications: Incorrect reporting or withholding
Reputational Damage: Client dissatisfaction and churn
Operational Delays: Work stoppage pending resolution

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Detailed timestamps and action logs
Regulatory Coverage: ESIGN and UETA compliant
HIPAA Support: BAA required for PHI processing
Certifications: SOC 2 Type II and ISO 27001
Accessibility: WCAG 2.0 Level AA

Practical Tips for Accurate and Efficient Proposals

Adopt clear drafting, version control, and standardized approval workflows to reduce revisions and speed execution.

Use Standard Templates
Maintain vetted templates that include required legal clauses and editable fields to reduce attorney review time and ensure consistency across engagements.
Define Deliverables Precisely
Use measurable milestones, acceptance criteria, and delivery dates to avoid ambiguity and to tie payments to verifiable outputs.
Record Approval Paths
Document who approved each version and retain signed copies centrally to simplify audits and future dispute resolution.
Match Billing to Scope
Align invoicing cycles with project milestones and document how overages or out-of-scope work will be approved and billed.

Real-World Examples of Retainer Use

These customer examples illustrate common retained-service patterns and outcomes in practice.

Martin Properties — Tim Martin

Tim Martin used online retained proposals to process leases and vendor agreements more quickly.

  • Retainer ensured prioritized service and faster approvals.
  • With fully executed online retainers, his team reduced turnaround time and maintained a clear record of obligations while preserving compliance across mobile and offline signing scenarios.

Xerox — Kodi-Marie Evans

Xerox implemented integrated proposals to match NetSuite workflows.

  • Integration automated signature capture and record storage.
  • The combined workflow enabled consistent assignment of signing roles, reduced manual reconciliation, and allowed legal and operations teams to retrieve executed proposals alongside ERP records for billing and audit purposes.

Frequently Asked Questions About Retained Services Proposals

Answers to common legal, technical, and procedural questions encountered when preparing, signing, and storing retained services proposals.


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