Is an electronic signature legally valid?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA when intent to sign, consent to electronic transactions, attribution to the signer, and reproducible record retention are satisfied.

When is notarization required for a contract?

Notarization is generally not required for standard retainer contracts. Certain associated instruments—such as deeds or powers of attorney—may require notarization or witnesses. Confirm state notary rules before relying on notarization for enforceability.

What if parties are in different states?

Interstate electronic transactions are governed by the federal ESIGN Act; intrastate transactions follow UETA where adopted. Include governing law and venue language and confirm any state-specific requirements that could affect validity.

How do I avoid worker misclassification?

Clearly document employment status, level of control, benefits eligibility, and payment structure. Misclassification can trigger payroll tax liabilities, interest, and penalties; consult tax counsel to evaluate IRS and state tests before finalizing the agreement.

Which records and how long should I retain them?

Keep the executed contract for the active term and at least three years afterward for tax and business records. Follow IRS rules (IRC §6501(a)) and industry-specific rules such as HIPAA retention (45 CFR §164.530(j)) when applicable.

Can I use a template and an e-sign platform?

Yes. Use reputable platforms that support ESIGN/UETA compliance, detailed audit trails, TLS 1.2/1.3 transport encryption, AES-256 at-rest encryption, and a BAA when handling PHI. Platforms such as signNow provide these technical and compliance capabilities.

Electronic Signature
Templates
HR
Employee Retainer Contract

Employee Retainer Contract

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EMPLOYEE RETAINER CONTRACT

This Employee Retainer Contract (the "Agreement") is entered into as of Effective Date: by and between Employer Name: (hereafter "Employer") and Employee Name: (hereafter "Employee").

1. Scope of Retainer

Employer engages Employee to provide the services described below (the "Services") on a retainer basis and Employee accepts such engagement in accordance with the terms and conditions of this Agreement. The Services to be provided are:

Description of Services

2. Retainer Fee, Payment and Expenses

Employer shall pay Employee a retainer fee and/or periodic compensation as set forth below. Payment shall be made in accordance with the schedule selected and subject to allowable business expenses as set forth in this Agreement.

Retainer Fee Amount Payment Schedule Expense Reimbursement Terms

3. Term and Termination

The retainer term shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement for cause upon written notice specifying the grounds for termination. Employer may also terminate without cause upon prior written notice of days, subject to payment for Services rendered through the effective date of termination.

4. Classification; Taxes

The parties acknowledge and agree that the classification of the Worker is: Employee Independent Contractor Parties must select the classification applicable. Employee shall be responsible for taxes as required by law if classified as an independent contractor. If classified as an Employee, Employer will withhold applicable payroll taxes and provide benefits as required by law or policy.

5. Confidentiality and Intellectual Property

Employee will have access to confidential and proprietary information. Employee shall not disclose such information during or after the term of this Agreement. All work product, inventions and materials developed by Employee in connection with the Services shall be deemed "work made for hire" and shall be the sole property of Employer. To the extent any such materials do not qualify as work made for hire, Employee hereby assigns and agrees to assign all right, title and interest in such materials to Employer.

Exceptions to Confidentiality (if any)

6. Non-Compete and Non-Solicitation

During the term of this Agreement and for a period of months after termination, Employee agrees not to engage in competitive activities as defined below within the geographic scope described below. Employee further agrees not to solicit Employer's employees or clients for a period of months.

Geographic Scope

7. Indemnification and Liability

Employee shall indemnify and hold Employer harmless from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Employee's breach of this Agreement, negligence, willful misconduct or violation of law. Employer's liability for damages under this Agreement shall be limited to direct damages and shall not include consequential, incidental or punitive damages except where prohibited by law.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives; if unresolved, disputes shall be resolved by binding arbitration unless otherwise required by law.

9. Personal Information

Full Legal Name Address

10. Position Information

Job Title Department / Reporting Manager Start Date Compensation / Salary

11. Employment History

Employer 1

Responsibilities

Employer 2

Responsibilities

12. Education

Highest Degree Additional Certifications / Trainings

13. References

Reference 1

Reference 2

Reference 3

14. Legal Disclosures

At-Will Employment: Nothing in this Agreement shall be construed to create a contract for continued employment for a specified period unless expressly set forth herein. If the classification selected above is Employee, employment is at-will and may be terminated by either party at any time, with or without cause, subject to applicable notice provisions set forth in this Agreement.

Equal Employment Opportunity: Employer is an equal opportunity employer and does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic under applicable law. This policy applies to hiring, promotion, compensation, and all terms and conditions of employment.

15. Background Check and Authorization

Employee authorizes Employer to contact prior employers, references and educational institutions and to obtain background checks, criminal history, driving records and other verifications to the extent permitted by law. Employee acknowledges that a conditional offer or continued engagement may be contingent upon the results of such checks.

I authorize investigations and verifications as described above.

16. Applicant Certification and Acknowledgements

I certify that all information provided in connection with this Agreement, including personal information, employment history and references, is true, accurate and complete. I understand that any material misrepresentation or omission may result in termination of this Agreement or other remedies available to Employer.

I certify that the statements above are true and complete.

17. Miscellaneous

Entire Agreement: This Agreement, together with any schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Employer Printed Name:

By:

Date:

Employee Printed Name:

By:

Date:

What an Employee Retainer Contract Is

An Employee Retainer Contract is a written agreement that secures an individual’s ongoing availability and services for an employer or hiring entity in exchange for a recurring retainer payment. The document defines the scope of services, retainer amount and billing schedule, term and renewal mechanics, termination and notice rules, confidentiality and intellectual property allocations, and remedies for breach. It applies to employees, officers, and independent contractors retained for advisory, on-call, or intermittent project work and establishes clear expectations and payment rules between the parties.

Why Use a Retainer Contract for Ongoing Services

Use an Employee Retainer Contract to clarify payment terms, reserve employee availability, and reduce disputes over scope or compensation. It protects both parties by setting confidentiality, IP ownership, and termination mechanics, improving predictability for budgeting and staffing.

Who Commonly Uses an Employee Retainer Contract

Employers, HR teams, hiring managers, and consultants use this contract when retaining staff for ongoing advisory, on-call, or intermittent services.

In-house counsel and HR — ensure compliance and alignment with company policies.
Small businesses — secure priority access to specialized employees or contractors.
Freelancers and consultants — document expectations, retainer amounts, notice periods, and termination terms.

Appropriate for recurring advisory roles, interim executives, on-call specialists, and situations where predictable availability is contractually required.

Representative Parties and Roles

Chief Counsel

Chief legal or human resources officers often review and approve Employee Retainer Contracts to ensure enforceability, compliance with state labor law, and alignment with internal policies. They verify compensation structure, noncompete or IP assignments, and termination language before authorization.

Independent Contractor

Consultants or retained specialists entering a retainer contract should confirm the service scope, invoicing cadence, retainer holdback or credit terms, and tax classification. They should also confirm whether the agreement treats them as employees for benefits or remains contractor-based.

Essential Fields to Collect

Full Legal Name: Enter the full legal name exactly as shown on government-issued ID.

Retainer Amount: Specify the fixed dollar amount or hourly rate clearly in USD.

Payment Schedule: Indicate monthly, weekly, or milestone-based payment timing.

Scope of Services: List primary duties, deliverables, and response expectations.

Term and Renewal: Provide start date, end date, and renewal mechanics.

Signature and Date: All parties must sign and date the executed agreement.

Key Risks and Consequences

Unenforceable Agreement: Improper signatures risk invalidity

Misclassification Risk: Subject to payroll taxes and penalties

Tax Withholding: Missing W-9 may trigger backup withholding

I-9 Compliance: Failure to complete I-9 risks fines

Breach Damages: Litigation costs and potential damage awards

Confidentiality Breach: Exposure of PII or trade secrets

Common Preparation Mistakes to Avoid

Vague scope: Listing broad duties without measurable deliverables leads to disputes over whether tasks are within the retainer scope and may cause unpaid work or overbilling.
Incomplete compensation terms: Omitting precise retainer amount, invoicing schedule, or offset rules for unused hours creates disagreement and complicates accounts payable reconciliation.
Missing or mismatched names and dates: Variations in legal entity names or absent effective dates can hinder enforcement or create ambiguity in who is bound.
Failure to address employment status and taxes: Not clarifying contractor versus employee status risks IRS reclassification, tax liabilities, and state wage claims.

Step-by-Step: Complete and Execute the Contract

Follow these steps to prepare, review, negotiate, and execute an Employee Retainer Contract accurately and consistently.

01

Draft: Identify parties, scope, retainer amount, term
02

Review: Legal and tax review; confirm classification
03

Negotiate: Agree on payment schedule, notice, IP, confidentiality
04

Execute: All parties sign, date, and exchange copies

Where to File and Who Receives Copies

Determine routing and storage: the executed contract should be retained by HR or legal and shared with finance and the signatories.

Original: Keep with HR or legal contract file
Finance: Provide copy for accounts payable and payroll
Employee: Deliver signed copy to retained individual
External Counsel: Send if legal review or disputes anticipated

Digital Signing and Submission Considerations

Digital signatures speed execution and reduce paper handling; choose an eSignature provider that supports legal admissibility and required authentication strength.

Formats Supported: PDF, Word DOCX, and HTML
Integrations: HRIS, payroll, and document systems
Authentication: Email, SMS code, and two-factor

Core Parts of a Professional Retainer Contract

A professional retainer contract balances clarity, enforceability, compliance, and operational provisions to limit disputes and ensure predictable resource availability for business needs.

Parties

Identify the legal names and capacities of the employer and retained person, include business entity details and authorized signatories, and specify who can bind each party under the agreement to avoid disputes over authority.

Scope

Describe services included and excluded, list deliverables and response times for on-call requests, and attach exhibits for detailed project lists to prevent ambiguity about work covered by the retainer.

Compensation

Specify retainer amount, billing method, payment due dates, reimbursements, expense caps, late payment interest, proration rules for partial periods, and whether the retainer credits against hourly work.

Term

State the effective date, initial term length, automatic renewal mechanics, notice periods for termination with and without cause, cure periods for breaches, and any post-termination transition support obligations.

Confidentiality

Allocate ownership of developed work product, define confidential information scope, specify permitted disclosures, include assignment clauses for deliverables created during the retainer, and set post-termination return or destruction obligations.

Compliance

Include representations about employment classification, tax responsibilities, data protection standards, recordkeeping, and any industry-specific clauses (for example HIPAA or FERPA) with associated attachments where needed.

eSignature Pricing and Feature Comparison

Compare typical starting prices, trial availability, and core feature support across common eSignature providers when executing Employee Retainer Contracts.

	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, no credit card required	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes (BAA)	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Timelines, Deadlines, and Processing Expectations

Timelines for retainer contracts include effective dates, payment due dates, notice periods, document completion, and any statutory requirements that apply when an employer–employee relationship exists.

Effective Date and Term:

Contract starts on the effective date; renewals follow agreed terms.

Payment Due Dates:

Follow payment schedule in the agreement; typical approaches include net 30 or specified milestone dates.

Notice Periods:

Termination or non-renewal commonly requires written notice—30 days is typical but may vary by agreement.

I-9 & Tax Forms:

If the worker is an employee, complete I-9 within three business days of hire per USCIS rules.

W-9 on Request:

Provide a completed W-9 to paying entities when requested to avoid backup withholding.

Key Milestones from Draft to Archive

Track these core milestones to ensure consistent processing from initial draft through ongoing storage and disposition.

01

Drafting

Prepare initial contract draft and internal checklist

02

Review & Negotiation

Stakeholders negotiate scope, fees, and classification

03

Execution

Collect signatures, verify identities, distribute executed copies

04

Storage & Retention

Store executed contract and apply retention schedule

Real-World Examples of Digital Contract Use

Organizations across sectors use electronic signing to speed contract cycles, preserve audit trails, and improve completion rates for recurring agreements.

Optica Ventures

Optica Ventures needed an easier way to get signed agreements from clients and partners across devices and time zones.

The interface was simple to adopt.
Brian Fitzgibbons, COO, said "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." That ease helped reduce turnaround time on repeat agreements and follow-up.

Martin Properties

Martin Properties required compliant signatures for property agreements while staff worked remotely, on-site, or offline.

Mobile and offline signing was essential.
Tim Martin, Founder, noted he could "process and execute all of these documents online with 100% compliance and built-in security," which reduced in-person meetings and sped contract cycles.

FAQs: Signing, Enforceability, and Recordkeeping

Answers to common questions about legality, notarization, worker classification, and retained records for Employee Retainer Contracts.

Need help? Contact support

Is an electronic signature legally valid?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA when intent to sign, consent to electronic transactions, attribution to the signer, and reproducible record retention are satisfied.
When is notarization required for a contract?
Notarization is generally not required for standard retainer contracts. Certain associated instruments—such as deeds or powers of attorney—may require notarization or witnesses. Confirm state notary rules before relying on notarization for enforceability.
What if parties are in different states?
Interstate electronic transactions are governed by the federal ESIGN Act; intrastate transactions follow UETA where adopted. Include governing law and venue language and confirm any state-specific requirements that could affect validity.
How do I avoid worker misclassification?
Clearly document employment status, level of control, benefits eligibility, and payment structure. Misclassification can trigger payroll tax liabilities, interest, and penalties; consult tax counsel to evaluate IRS and state tests before finalizing the agreement.
Which records and how long should I retain them?
Keep the executed contract for the active term and at least three years afterward for tax and business records. Follow IRS rules (IRC §6501(a)) and industry-specific rules such as HIPAA retention (45 CFR §164.530(j)) when applicable.
Can I use a template and an e-sign platform?
Yes. Use reputable platforms that support ESIGN/UETA compliance, detailed audit trails, TLS 1.2/1.3 transport encryption, AES-256 at-rest encryption, and a BAA when handling PHI. Platforms such as signNow provide these technical and compliance capabilities.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now