Can a retainer be signed electronically?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and the Uniform Electronic Transactions Act in adopted states, provided intent, consent, attribution, and record retention are satisfied.

Do I need a notary or witnesses?

Most retainer agreements do not require notarization or witnesses to be valid. Notarization may be needed for specific collateral or statutory documents; confirm with state notary rules.

Who must sign on behalf of a company?

An authorized officer or agent with corporate authority should sign; include printed name and title. Lack of authority can allow the other party to challenge enforceability.

How do I change terms after signing?

Amendments should be in writing and signed by both parties. Reference the original agreement, state the amendment effective date, and retain signed copies for the record.

How do I cancel or revoke a retainer?

Follow the termination clause: provide required notice, settle outstanding invoices, and confirm final deliverables. For disputes, preserve communications and execution records.

How should I store executed copies?

Store signed PDFs with audit trails in a secure repository, retain originals per your retention policy, and ensure exportable logs and backups to satisfy audits or litigation needs.

Electronic Signature
Templates
Marketing
Marketing Retainer Agreement

Marketing Retainer Agreement

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

MARKETING RETAINER AGREEMENT

This Marketing Retainer Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Client (Brand)

Client Name: Client Address: Client Entity Type (select all that apply):

Corporation LLC Individual Other

Agency (Service Provider)

Agency Name: Agency Address: Agency Entity Type (select all that apply):

Corporation LLC Individual Other

Recitals & Purpose

Client desires to retain Agency to provide marketing and creative services on a retainer basis, and Agency is willing to provide such services pursuant to the terms and conditions set forth in this Agreement. The parties agree that the principal campaign under this retainer is identified below and that the Agency will provide recurring services and deliverables as described herein.

Campaign Overview

Campaign Name: Campaign Objectives: Target Audience: Primary Channels:

Scope of Services & Deliverables

Agency will perform the services described below (the "Services") and will deliver the deliverables identified. Changes to scope must be documented in writing and approved by both parties; additional fees may apply.

Primary Deliverables Summary: Deliverable Item 1 — Description, Format, Quantity, Deadline Deliverable Item 2 — Description, Format, Quantity, Deadline

Additional deliverables and timelines will be entered into written addenda signed by both parties and are governed by the compensation and change order provisions below.

Compensation & Payment

Client shall pay Agency a retainer for Services as set forth below. Unless otherwise stated, amounts are stated in the currency of record.

Monthly Retainer Amount: Billing Frequency: Payment Terms (due within number of days): Late Fee / Interest: Out-of-Pocket Expenses:

Agency shall invoice Client in accordance with the billing frequency above. Client shall pay undisputed invoices in full within the agreed payment term. Disputed invoice items must be raised in writing within ten (10) days of receipt.

Intellectual Property & License

Unless otherwise agreed in writing, ownership of deliverables, including copyrights, shall be governed as follows.

Work-for-Hire Assignment (select applicable):

Client will receive assignment of copyrights and exclusive ownership of final deliverables upon full payment. Agency grants Client a worldwide, sublicensable license to use deliverables as specified below.

License Scope / Permitted Uses: License Territory: License Duration:

Agency retains the right to use non-confidential, pre-existing materials and portfolio uses unless Client marks such materials as confidential. Agency represents that to the best of its knowledge, deliverables will not infringe third-party intellectual property rights.

FTC Disclosure & Compliance

Where applicable, Agency and any talent producing promotional content must include clear and conspicuous disclosures that identify material connections and sponsorships in accordance with applicable advertising and consumer protection laws. Agency will ensure disclosures are placed in a manner reasonably likely to be seen by the audience and will provide Client with samples of disclosure language when requested.

Acknowledgement of Disclosure Compliance:

Agency acknowledges responsibility for making required disclosures for promotional content and will comply with applicable disclosure obligations.

Exclusivity

The parties may agree to exclusivity terms below. Unless an exclusivity provision is checked and defined, Agency is free to perform services for other clients.

Exclusivity Agreed:

Exclusive for defined category/scope Non-exclusive

If exclusive, define scope and duration: Kill Fee upon Early Termination:

Term & Termination

This Agreement commences on the Effective Date and continues for the initial term stated below, and thereafter as provided for renewal unless earlier terminated in accordance with this Section.

Initial Term (months): Renewal Terms: Termination Notice Period (days):

Confidentiality

Each party agrees to keep confidential the other party's Confidential Information disclosed in connection with this Agreement and to use such Confidential Information solely to perform its obligations hereunder. Confidential Information excludes information that is publicly known or rightfully received from a third party without restriction.

Confidential Information — Description / Exceptions:

Representations, Warranties & Indemnities

Agency represents and warrants that deliverables will be original to Agency (except where Client-supplied materials are used) and will not knowingly infringe the rights of third parties. Client represents that it has the right to provide materials and approvals necessary for the campaign. Each party agrees to indemnify the other for breaches of these representations and for third-party claims arising from the indemnifying party's acts or omissions.

Limitation of Liability

Except for breaches of confidentiality or indemnification obligations, neither party will be liable to the other for consequential, incidental, or punitive damages. The parties' aggregate liability for any claim arising under this Agreement will not exceed the total fees paid by Client to Agency in the prior twelve (12) months.

Reporting, Approvals & Performance

Reporting Frequency: Number of Revision Rounds Included per Deliverable: Additional Revision Fee (per round):

Governing Law & Dispute Resolution

Governing Law (State): Dispute Resolution Method:

Miscellaneous

This Agreement, together with any exhibits and addenda executed by the parties, constitutes the entire agreement and supersedes all prior discussions and agreements relating to the subject matter hereof. No amendment will be effective unless in writing and signed by both parties. Notices shall be sent to the addresses set forth above unless a party provides updated contact information in writing.

Additional Terms / Addenda:

Client (Brand) — Print Name:

By (Signature):

Date:

Agency — Print Name:

By (Signature):

Date:

What a Marketing Retainer Agreement Is and When Parties Use It

A Marketing Retainer Agreement is a written contract between a client and an agency that establishes ongoing marketing services, billing terms, deliverables, and the retainer fee structure. It sets the scope of work, performance expectations, reporting cadence, intellectual property ownership, confidentiality, and termination mechanics so both parties have a clear recurring engagement framework.

Why a Clear Retainer Agreement Matters for Ongoing Marketing Work

A well-drafted retainer reduces disputes, clarifies fee timing, protects IP rights, and creates measurable performance expectations. It supports predictable cash flow for agencies and protects clients by documenting scope limits, notice periods, and exit terms.

Who Typically Signs Marketing Retainers and How They Use Them

Clients and agencies use retainer agreements to formalize ongoing services, set KPIs, and agree on payment timing.

Small businesses and startups that need ongoing strategy and execution without repeated RFPs.
Marketing agencies and consultants that require predictable monthly revenue and defined deliverables.
In-house marketing departments that retain external specialists for overflow or niche expertise.

Use this agreement whenever recurring marketing services, monthly work plans, or ongoing advisory relationships are established.

Essential Sections to Include in a Professional Agreement

A complete retainer agreement groups administrative, commercial, and operational clauses so the relationship runs smoothly and is enforceable.

Parties

Identify full legal entity names, business type, and primary contact information for client and agency so there is no ambiguity about who is bound by the contract.

Services Scope

Describe services precisely (campaigns, content, ads, reporting cadence), including excluded work and procedures for scope changes and additional approvals.

Retainer Fee

State the retainer amount, invoicing frequency, accepted payment methods, late fees, and whether fees are deposit, nonrefundable, or credited to hourly work.

Term & Termination

Define initial term, renewal mechanics, termination for cause or convenience, notice periods, and obligations on termination including final deliverables.

Deliverables & KPIs

List expected outputs, reporting intervals, performance metrics, review windows, and remedies or escalation paths if KPIs are missed.

IP & Licensing

Specify ownership or license of created materials, preexisting IP, usage rights after termination, and any work-for-hire language needed to transfer rights.

Security and Compliance Considerations for Agreement Handling

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

Access Controls: Role-based access; SSO where available

Audit Trail: Timestamps, IP, and action logs

HIPAA Compliance: BAA required for PHI-related workflows

Data Residency: Options depend on provider and plan

Retention Policy: Configurable, exportable records

Step-by-Step: How to Complete a Marketing Retainer Agreement

Follow these steps in order to reduce mistakes and speed approval cycles when preparing the contract.

01

Gather details: Collect full legal names, addresses, and authorized signer information.
02

Define scope: Write a clear services schedule and list excluded items.
03

Set fees: Confirm retainer amount, billing cadence, and payment terms.
04

Finalize signatures: Obtain signatures from authorized signers and confirm receipt for records.

How Electronic Execution and Routing Typically Work

Electronic signing shortens cycles; confirm routing order and authentication before sending to avoid delays.

Upload Document: Add final PDF or DOCX to your eSignature platform.
Place Fields: Insert signature, date, and initial fields for each signer.
Set Order: Define sequential or parallel signer order and authentication level.
Send and Track: Dispatch envelopes and monitor completion with audit trail.

Recommended eSignature Workflow Settings for Retainers

Configure these common settings to balance signer convenience and legal defensibility.

Field	Configuration
Signature Authentication	Email + optional SMS code for higher assurance
Conditional Fields	Use for optional add-ons and scoped work approvals
Reminder Schedule	Set automated reminders at 3 and 7 days
File Format	Finalize as PDF/A for long-term retention

Digital Signing Platforms and Integration Essentials

Choose a platform that supports secure eSignatures, audit trails, and your required integrations.

Integrations: Salesforce, NetSuite, Google Workspace supported
File Types: PDF, DOCX, and HTML accepted
Authentication: Email, SMS code, KBA where needed

Key Dates and Typical Timing to Track in the Agreement

Record payment and notice deadlines clearly so both parties meet financial and termination obligations.

Initial Payment Due:

Due on or before project kickoff; specify exact date.

Monthly Invoices:

Invoice date and Net terms for ongoing retainer billing.

Performance Reviews:

Quarterly or monthly KPI review windows and reporting dates.

Contract Renewal Notice:

How far in advance a party must notify to renew or terminate.

Final Deliverables:

Due date and handoff conditions upon termination.

Common Preparation Errors to Avoid

Vague scope statements that lead to disagreements over included tasks and extra billing.
Omitting signatory authority details so a person signs without proper corporate authorization.
Not documenting IP ownership and license terms, causing later disputes over creative assets.
Failing to define termination notice or final payment obligations, which prolongs wind-down disputes.

Legal and Financial Risks of an Incorrect Agreement

Breach Liability: May trigger damages or dispute costs

Late Payment: Interest and collection fees may apply

IP Dispute: Unclear ownership can lead to litigation

Invalid Signature: May render contract unenforceable

Regulatory Risk: HIPAA or FTC rules if mishandled

Tax Exposure: Misreported retainer income or 1099 obligations

FAQs and Practical Answers for Common Questions

Answers to frequent questions when preparing, executing, and storing a Marketing Retainer Agreement.

Need help? Contact support

Can a retainer be signed electronically?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. §7001) and the Uniform Electronic Transactions Act in adopted states, provided intent, consent, attribution, and record retention are satisfied.
Do I need a notary or witnesses?
Most retainer agreements do not require notarization or witnesses to be valid. Notarization may be needed for specific collateral or statutory documents; confirm with state notary rules.
Who must sign on behalf of a company?
An authorized officer or agent with corporate authority should sign; include printed name and title. Lack of authority can allow the other party to challenge enforceability.
How do I change terms after signing?
Amendments should be in writing and signed by both parties. Reference the original agreement, state the amendment effective date, and retain signed copies for the record.
How do I cancel or revoke a retainer?
Follow the termination clause: provide required notice, settle outstanding invoices, and confirm final deliverables. For disputes, preserve communications and execution records.
How should I store executed copies?
Store signed PDFs with audit trails in a secure repository, retain originals per your retention policy, and ensure exportable logs and backups to satisfy audits or litigation needs.

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