Can this be signed electronically?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable for commercial agreements. Exceptions such as wills, certain court filings, and a few other categories may still require wet signatures, so verify applicable exceptions.

Is notarization required for these agreements?

Not usually required for employment or consulting retainers, but specific transactions or state rules may require notarization or witnesses. If notarization is needed, consider remote online notarization where permitted and retain required records.

What tax documents should I collect?

Collect a completed W-9 from contractors before payment to capture legal name and TIN. Missing or incorrect TINs can trigger 24% backup withholding and may expose payers to reporting penalties under IRC §6721.

How do I ensure HIPAA compliance?

If the services involve protected health information, execute a Business Associate Agreement, restrict data access, and use a HIPAA-capable eSignature provider with appropriate encryption and a BAA. Retain records for six years per 45 CFR §164.530(j).

Can terms be amended after signing?

Amendments should be in writing and signed by all parties. Electronic amendments are valid under ESIGN/UETA if they demonstrate intent, consent, attribution, and retention; capture timestamps and audit data to preserve enforceability.

How long must I retain the signed agreement?

Retention depends on content: maintain tax-related records at least three years for IRS purposes (IRC §6501), retain HIPAA-covered documents six years (45 CFR §164.530(j)), and follow any longer state-specific or industry retention obligations.

Electronic Signature
Templates
HR
Employment Retained Services

Employment Retained Services

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

Employment Retained Services Agreement

This Employment Retained Services Agreement ("Agreement") is entered into by and between Employer Name: and Employee Name: effective as of: .

Personal Information

Full Legal Name Address Primary Phone Email Address

Position Information

Job Title Department Reporting Manager

Anticipated Start Date: Initial Retainer/Salary: $ Payment Schedule:

Employment Classification (select all that apply)

Full-time Part-time Independent Contractor / Retained Services Exempt Non-exempt

Scope of Retained Services

The Employee will provide the services described below to the extent and during the periods set forth in this Agreement. The Employee shall perform duties consistent with the position and any reasonable additional duties assigned by the Employer. Services shall be performed in a professional manner and in accordance with applicable laws and industry standards.

Detailed Description of Retained Services

Retainer, Compensation and Expenses

Employer agrees to pay Employee the retainer and any additional compensation described below. Employee shall submit invoices or timesheets as required by Employer policy. Reimbursable business expenses must be pre-approved in writing and will be reimbursed upon submission of appropriate receipts.

Retainer Amount Expense Reimbursement Terms

Term and Termination

This Agreement shall commence on the effective date and continue until terminated as provided herein. Either party may terminate this Agreement with written notice as provided below. Employer may terminate for cause for material breach, gross misconduct, or violation of law; otherwise termination shall be without cause upon provision of notice or payment in lieu of notice as set forth.

Notice Period for Termination (days) Termination Clause Details

Confidentiality and Intellectual Property

Employee shall treat as confidential all proprietary information, trade secrets, client lists, financial information, and other nonpublic information of Employer. All work product, inventions, designs, and materials created by Employee within the scope of employment shall be the sole and exclusive property of Employer. Employee agrees to execute such further instruments as necessary to assign rights in such work product to Employer.

Specific IP or Confidentiality Exceptions (if any)

Non-Solicitation and Non-Interference

During the term of this Agreement and for a period of twelve (12) months following termination, Employee shall not directly or indirectly solicit or attempt to solicit Employer's employees, contractors, or clients for the purpose of providing products or services competitive with those offered by Employer.

Background Checks and Authorization

By signing below, Employee authorizes Employer to contact prior employers and references and to obtain consumer and/or investigative reports, including criminal history and education verification, as permitted by law. Such authorization shall remain in effect for the term of employment.

I authorize Employer to conduct background checks and contact prior employers and references.

Employment History

Most Recent Employer - Company Name Primary Responsibilities Reason for Leaving Prior Employer - Company Name Primary Responsibilities Reason for Leaving

Education

Highest Degree or Certification Institution Graduation Date

Professional References

Reference 1 Reference 2 Reference 3

Legal Disclosures

At-Will Employment: Unless otherwise agreed in a separate, signed written agreement, the Employee's employment or retention by the Employer is at-will and may be terminated by either party at any time, with or without cause and with or without prior notice, subject to applicable law.

Equal Opportunity Employer Statement: Employer does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, genetic information, or any other protected status under applicable law. Employment decisions are based on business needs, qualifications, and job-related factors.

Applicant Certification and Authorization

I certify that all information provided in this Agreement, and any attachments or supporting documents, is true, correct, and complete to the best of my knowledge. I understand that any material misrepresentation or omission may constitute grounds for refusal of employment, withdrawal of an offer, or termination of employment.

I certify that the statements above are true and complete and I authorize the Employer to verify information provided.

Governing Law

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

Employer Name:

By:

Date:

Employee Name:

By:

Date:

What an Employment Retained Services agreement is

An Employment Retained Services agreement is a written contract used when an employer or organization secures an individual's services on a retained basis for ongoing or reserved work. It defines the scope of duties, retention fee or compensation model, period of engagement, payment terms, deliverables, and termination rights. The document also typically addresses confidentiality, intellectual property assignment, non-compete or non-solicitation limits where lawful, and dispute resolution. It can apply to employees, contractors, consultants, or experts and serves as the primary record of mutual expectations and enforceable obligations between parties.

Why a retained services agreement matters

Use an Employment Retained Services agreement to clarify payment terms, scope, and duration, reduce misunderstandings, and create an enforceable record. Clear terms help manage legal risk, set performance expectations, and support compliance with employment and tax rules including worker classification.

Who typically prepares and signs these agreements

Typical users who prepare or review Employment Retained Services agreements include employers, contractors, HR professionals, and legal counsel.

In-house HR teams drafting offer and retention terms for key personnel.
Outside counsel reviewing enforceability, IP assignment, and restrictive covenants for employers.
Independent consultants negotiating scope, retainer fees, and termination rights with clients.

Final signers should verify authority to bind and confirm any applicable benefits, payroll, or tax treatment before execution.

Core sections to include in the agreement

Core sections of an Employment Retained Services document define scope, payment, term, IP, confidentiality, and termination mechanics in clear, enforceable language.

Scope

Describe services to be retained, deliverables, performance standards, and any exclusivity or availability obligations. Be specific about roles, hours, milestones, and acceptance criteria to reduce disputes.

Compensation

Specify retainer fee structure, hourly or milestone rates, invoicing schedule, reimbursable expenses, and late-payment remedies. Clarify whether retainer is refundable, creditable against future invoices, or recurring.

Term

State effective date, initial term, renewal conditions, notice periods, and any trial or probationary periods. Tie term length to deliverables and payment milestones when appropriate.

Confidentiality

List types of confidential information, permitted disclosures, duration of obligations, and carve-outs for required disclosures. Include obligations on return or destruction of confidential materials at termination.

IP Assignment

Define ownership of work product and inventions, assign copyrights and patent rights as needed, and specify contractor obligations to execute further assignment documents.

Termination

Outline termination for convenience and for cause, cure periods, post-termination obligations, final accounting, and settlement of outstanding fees or retainer balances.

Step-by-step: preparing and executing the agreement

Follow these steps to prepare and execute the Employment Retained Services agreement online securely and with clear audit records.

01

Draft: Draft scope, compensation, term, and IP clauses with specificity.
02

Review: Have HR and counsel review for classification and compliance.
03

Sign: Collect signatures using authenticated eSignature with audit trail.
04

Store: Retain executed copy per retention policy and legal requirements.

Configure your digital workflow

Configure workflow settings to match signer order, authentication, and retention needs before sending the document.

Field	Configuration
Signer Order	Choose sequential or parallel routing to enforce signature order.
Authentication	Email link, SMS code, or KBA for higher assurance.
Fields	Signature, initial, date, text, checkbox, and conditional fields.
Retention	Set retention policy, export formats, and audit retention rules.

Platform and integration considerations

Ensure your eSignature platform supports integrations and document formats needed for the Employment Retained Services workflow.

Integrations: Salesforce, NetSuite, Microsoft 365 supported
Formats: PDF, DOCX, and Excel import/export
Auth & Security: SSO, SAML, 2FA, and audit logs

Digital signing workflow at a glance

Typical digital workflow for completing and delivering the Employment Retained Services agreement end-to-end with secure e-signing and audit trail.

Upload: Sender uploads PDF or DOCX of the agreement.
Prepare: Place signature, date, and initial fields for signers.
Send: Deliver secure link or email invitation to signers.
Complete: Signers authenticate, sign, and receive final signed copy.

Key dates and deadlines to manage

Key dates and deadlines help manage obligations, payments, and tax reporting for retained service relationships.

Effective Date:

Date services begin; use MM/DD/YYYY.

Invoice Due:

State payment terms, e.g., Net 30 from invoice date.

Termination Notice:

Notice period required for termination for convenience.

Tax Reporting:

Collect W-9 early to avoid backup withholding.

Renewal Deadline:

Automatic renewal notice window or opt-out deadline.

Security and compliance controls to include

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Certifications: SOC 2 Type II; ISO 27001; PCI DSS

HIPAA: BAA available for covered entities

Audit Trail: Detailed timestamps, IPs, and action logs

Authentication: Email, SMS, SSO, optional KBA or 2FA

Retention: Tamper-evident records; exportable audit reports

Penalties and enforcement risks to watch

Misclassification: Payroll tax liabilities

Missing W-9: Backup withholding at 24%

Late 1099: Penalties $60–$330 per form

I-9 Errors: Civil fines $281–$2,789

IP Disputes: Risk of ownership litigation

Confidentiality Breach: HIPAA penalties, reputational harm

Common drafting and execution mistakes

Vague scope leads to disputes and payment disagreements; be specific about deliverables, milestones, and acceptance criteria to reduce litigation risk.
Failing to collect a W-9 or confirm a TIN can trigger backup withholding and delayed payment; obtain tax forms before initial invoice or payment.
Using generic IP language without an explicit assignment can leave ownership unclear; secure a signed assignment and invention disclosure where needed.
Ignoring state-specific execution formalities such as notarization or witness requirements can render parts of the agreement difficult to enforce in certain jurisdictions.

How organizations apply retained services agreements

Real-world scenarios show how retained services agreements reduce disputes and accelerate onboarding for key hires and contractors.

Optica Ventures

Optica Ventures used a retained services agreement to standardize consultant engagements and speed contract turnaround across portfolios.

Signatures returned faster, improving operations and customer experience.
Brian Fitzgibbons, COO at Optica Ventures, reported the interface is easy-to-use for the team and customers, which reduced turnaround and administrative burden during engagements.

Martin Properties

Martin Properties applied retained agreements to handle leasing and property management retainers with remote signers.

Supported mobile and offline signing workflows.
Founder Tim Martin noted that online execution with compliance and built-in security allowed efficient returns of signed documents across mobile and offline contexts.

Representative users and their roles

HR Manager

HR managers draft retention clauses, verify classification and benefits impacts, coordinate signatures, and maintain personnel files. They ensure documents align with company policy and collect requisite tax forms and authorizations before onboarding retained personnel.

Outside Counsel

Outside counsel advises on enforceability, drafts or revises IP assignment and restrictive covenant language, conducts conflict checks, and reviews jurisdictional issues. Counsel also confirms tax and employment classification risks and prepares amendment or termination language as needed.

eSignature vendor comparison for executing agreements

Side-by-side pricing and capability comparison for common eSignature vendors used to execute Employment Retained Services agreements.

	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	Yes, 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common questions and practical answers

Answers to common questions about completing, executing, and validating Employment Retained Services agreements electronically across U.S. jurisdictions.

Need help? Contact support

Can this be signed electronically?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable for commercial agreements. Exceptions such as wills, certain court filings, and a few other categories may still require wet signatures, so verify applicable exceptions.
Is notarization required for these agreements?
Not usually required for employment or consulting retainers, but specific transactions or state rules may require notarization or witnesses. If notarization is needed, consider remote online notarization where permitted and retain required records.
What tax documents should I collect?
Collect a completed W-9 from contractors before payment to capture legal name and TIN. Missing or incorrect TINs can trigger 24% backup withholding and may expose payers to reporting penalties under IRC §6721.
How do I ensure HIPAA compliance?
If the services involve protected health information, execute a Business Associate Agreement, restrict data access, and use a HIPAA-capable eSignature provider with appropriate encryption and a BAA. Retain records for six years per 45 CFR §164.530(j).
Can terms be amended after signing?
Amendments should be in writing and signed by all parties. Electronic amendments are valid under ESIGN/UETA if they demonstrate intent, consent, attribution, and retention; capture timestamps and audit data to preserve enforceability.
How long must I retain the signed agreement?
Retention depends on content: maintain tax-related records at least three years for IRS purposes (IRC §6501), retain HIPAA-covered documents six years (45 CFR §164.530(j)), and follow any longer state-specific or industry retention obligations.

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