Is an electronic signature valid?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted by most states), electronic signatures are generally legally equivalent to handwritten signatures, provided intent, consent, attribution, and record retention requirements are satisfied.

Do retainers require notarization?

Generally no. Most service retainers do not require notarization. Notarization only becomes necessary if a state statute or the parties want additional authentication for evidentiary purposes or for related instruments.

Who should sign on behalf of a company?

An authorized officer or agent with delegated signing authority should sign. Confirm authority in corporate records or a board resolution to reduce risk of later challenge.

How should I store executed retainers?

Store signed copies in a secure document repository with restricted access and backup. Retain records according to tax and industry rules and ensure the ability to reproduce audit trails.

What if parties disagree about scope?

Use the retainer's change order process to resolve scope changes. If no mechanism exists, disputes may require negotiation or legal remedies; detailed deliverable exhibits reduce this risk.

Can I use remote notarization?

Possibly. Remote Online Notarization (RON) laws vary by state. Where RON is permitted, it can add authentication and recording; check the state notary commission for current rules.

Electronic Signature
Templates
Project Management
Project Management Design Retainer

Project Management Design Retainer

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

Project Management Design Retainer

Project Identification

Project Title Project ID Client Name Service Provider (Design / PM Firm) Project Manager (Provider)

Effective Date:

Engagement; Scope of Work

Service Provider will perform project management and design oversight services for the Project identified above. This Retainer governs the services described below and any work expressly incorporated by written Change Order under this agreement.

Scope of Work (detailed) Out-of-Scope Items

Deliverables & Acceptance

Service Provider shall deliver the items listed below. Each deliverable is subject to the stated acceptance criteria and the acceptance procedure set forth in this section.

Deliverable 1 — Name

Due Date:

Acceptance Criteria Deliverable 2 — Name

Due Date:

Acceptance Criteria Deliverable 3 — Name

Due Date:

Acceptance Criteria

Acceptance Procedure: Client will review each deliverable within business days. If Client provides written notice of nonconformance, Service Provider will cure material defects within a commercially reasonable period. Failure of Client to provide written notice within the acceptance period shall constitute deemed acceptance.

Timeline & Milestones

Project Start Date: — Project End Date:

Key Milestone 1

Milestone 1 Date:

Key Milestone 2

Milestone 2 Date:

Key Milestone 3

Milestone 3 Date:

Budget & Payment

Retainer Type: Fixed Fee Hourly Monthly Retainer

Total Retainer / Budget Retainer Payment Schedule

Invoices will be due within days of invoice date. Late payments incur interest at or the maximum permitted by law, whichever is lower.

Refund / Credit Policy on Termination

Change Order Process

All additions, deletions, or modifications to the Scope of Work shall be executed only by a written Change Order signed by authorized representatives of both parties. Change Orders must state the scope adjustment, price impact, schedule impact, and revised acceptance criteria.

Standard Change Order Fee: % of the affected work value. Emergency work requested verbally is subject to confirmation by a written Change Order within business days.

Confidentiality

Each party shall treat as Confidential Information all non-public business, technical and financial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that is publicly known through no fault of the recipient, independently developed by the recipient, or rightfully received from a third party without restriction. Recipient will use Confidential Information solely to perform under this Retainer.

Intellectual Property

Deliverables specifically created for Client under this Retainer shall be assigned to Client upon full payment, except for pre-existing materials and general know-how of Service Provider. Service Provider grants Client a non-exclusive, perpetual license to incorporate provider pre-existing tools into the Work Product. Parties shall identify pre-existing materials in writing prior to commencement of work.

Liability, Indemnification & Insurance

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special or punitive damages. Service Provider's aggregate liability for direct damages arising out of or related to this Retainer shall not exceed the total fees paid to Service Provider under this Retainer in the twelve (12) months preceding the claim. Each party agrees to indemnify the other against claims arising from its breach of this Retainer or its negligence.

Termination

Either party may terminate this Retainer for convenience upon days' prior written notice. Upon termination, Client shall pay Service Provider for all work performed and for unrecoverable commitments made prior to termination.

Governing Law & Dispute Resolution

This Retainer shall be governed by the laws of the state of without regard to conflict of law provisions. Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration conducted in the governing state unless both parties agree otherwise in writing.

Notices

All notices required or permitted under this Retainer shall be in writing and sent to the addresses below or such other address as a party shall designate in writing.

Client Notice Address Service Provider Notice Address

Miscellaneous

Entire Agreement: This Retainer, together with any executed Change Orders, constitutes the entire agreement between the parties regarding the subject matter and supersedes prior negotiations. Amendment: No amendment will be effective unless in writing and signed by both parties.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Project Management Design Retainer Is

A Project Management Design Retainer is a written agreement in which a client pays an upfront fee to secure ongoing project management and design services for a defined period or scope. The retainer establishes scope, deliverables, hourly or milestone billing rules, and how unused hours or credits are handled. It typically clarifies intellectual property ownership, expense reimbursement, termination rights, and dispute resolution. When signed by both parties, the retainer creates enforceable obligations that allocate risk, set payment cadence, and define the operational relationship between client and provider.

Why a Clear Retainer Benefits Both Parties

A well-drafted retainer reduces scope ambiguity, protects cash flow for the provider, and gives the client prioritized access to resources. It documents responsibilities, reduces disputes over change requests, and enables predictable invoicing and accounting. Properly executed electronically, it meets U.S. e-signature law requirements (ESIGN/UETA) and supports enforceability in most jurisdictions.

Who Typically Uses a Project Management Design Retainer

Retainers are common where ongoing design and project oversight are needed and parties prefer predictable availability and billing.

Creative agencies and design firms providing continuous design and project management services to multiple clients.
Independent consultants and freelance project managers securing monthly access and priority time from clients.
Corporate procurement and IT teams engaging external design resources under predictable monthly or milestone fees.

The agreement suits agencies, freelancers, in-house project teams, and clients seeking continuous engagement without negotiating new contracts for each task.

Core Elements to Include in a Professional Retainer

A comprehensive retainer should list parties, scope, payment terms, deliverables, term and termination, and change control to avoid later disputes.

Parties and Contact Info

Identify full legal names, business entities, billing contacts, and addresses for each party so notices and invoicing are unambiguous and legally effective.

Scope and Deliverables

Define services included, excluded work, acceptance criteria, and deliverable formats so both sides share a clear expectation of work outputs.

Retainer Fee and Billing

State retainer amount, whether it is prepaid or applied as credit, billing cadence, hourly rates for overages, late fee terms, and accepted payment methods.

Term, Renewal, and Termination

Specify initial term, automatic renewal conditions, notice periods, termination for convenience or cause, and how unused retainer balances are handled on termination.

Change Orders and Scope Control

Include a simple change request procedure, approval authority, and how additional work is priced to prevent scope creep and billing disputes.

IP, Confidentiality, and Liability

Allocate intellectual property rights or licenses, include confidentiality obligations, and set liability caps, indemnities, and insurance expectations where appropriate.

Step-by-Step: Completing and Executing a Retainer

Follow these sequential steps to prepare, sign, and store a binding retainer for project management and design services.

01

Draft: Assemble scope, fees, term, and change-control clauses.
02

Review: Have legal or a knowledgeable reviewer check material terms.
03

Approve: Obtain signatory authority confirmation from each party.
04

Execute: Complete signatures and distribute executed copies.

Configuring an Online Retainer Workflow

Set up a digital workflow that places fields, enforces signer order, and captures an audit trail for each execution event.

Field	Configuration
Template	Create reusable retainer template with locked clauses
Conditional Fields	Show billing fields only when specific options are selected
Signer Order	Set sequential or parallel signing as required
Authentication	Use email, SMS, or advanced methods per risk profile

Digital Signing and Integration Considerations

Choose a signing platform that supports required authentication, audit trails, and integration with your document repository.

File Formats: PDF and DOCX supported
Integrations: Salesforce, Google Workspace, NetSuite
Authentication: Email, SMS, or KBA

eSignature Vendor Comparison for Retainer Execution

Comparison of common eSignature providers and key plan features relevant to executing retainers. signNow is listed first per platform comparison standards.

	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 vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Varies by plan	Varies by plan	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes (BAA available)	Yes (BAA available)	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Common Risks and Consequences

Payment Disputes: Client disputes can delay work

Scope Creep: Unpriced changes increase costs

Authority to Sign: Unauthorized signer may void agreement

Missing Terms: Ambiguities increase litigation risk

Tax Reporting: Incorrect payee info triggers withholding

Data Exposure: Inadequate controls risk breach notices

Frequent Preparation Mistakes to Avoid

Using informal or abbreviated party names that differ from corporate registrations, which complicates enforcement and payment processing.
Leaving scope terms vague or relying on vague phrases like "ongoing design support" without defined deliverables, milestones, or response times.
Failing to record how unused retainer funds are handled on termination, which commonly leads to disputes and delayed refund processing.
Skipping authorization checks and allowing junior staff to sign, creating a risk that the agreement will be challenged for lack of authority.

Where to Send and Store the Executed Retainer

After execution, distribute signed copies, archive originals, and ensure accessible storage for billing and audit purposes.

Executed Copy to Client: Send PDF of fully executed document
Provider Archive: Store signed original in secure repository
Accounting Upload: Add retainer details to billing system
Legal File: Retain for dispute defense and audit

Real-World Examples of Retainer Use

These examples show how organizations use retainers to streamline recurring project work and ensure consistent execution.

Optica Ventures — Ongoing Client Work

Optica adopted digital agreements to simplify recurring engagements and centralize records

The team needed a consistent, reusable process
The result reduced administrative friction and made it easier for customers to sign and return documents quickly.

Martin Properties — Remote Execution

A property management firm standardized retainers for recurring maintenance and design oversight

They needed mobile signing for on-site approvals
Digital execution allowed timely processing and consistent compliance across multiple properties.

Security and Compliance Features to Verify

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

SOC 2: SOC 2 Type II report available on request

HIPAA: BAA available for covered workflows

21 CFR Part 11: Support for FDA-regulated electronic signatures

ISO 27001: Certified information security management

Audit Trail: Comprehensive timestamped signing records

Common Questions About Project Management Design Retainers

Answers to frequent practical and legal questions encountered when preparing and executing retainers, including eSignature and recordkeeping concerns.

Need help? Contact support

Is an electronic signature valid?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted by most states), electronic signatures are generally legally equivalent to handwritten signatures, provided intent, consent, attribution, and record retention requirements are satisfied.
Do retainers require notarization?
Generally no. Most service retainers do not require notarization. Notarization only becomes necessary if a state statute or the parties want additional authentication for evidentiary purposes or for related instruments.
Who should sign on behalf of a company?
An authorized officer or agent with delegated signing authority should sign. Confirm authority in corporate records or a board resolution to reduce risk of later challenge.
How should I store executed retainers?
Store signed copies in a secure document repository with restricted access and backup. Retain records according to tax and industry rules and ensure the ability to reproduce audit trails.
What if parties disagree about scope?
Use the retainer's change order process to resolve scope changes. If no mechanism exists, disputes may require negotiation or legal remedies; detailed deliverable exhibits reduce this risk.
Can I use remote notarization?
Possibly. Remote Online Notarization (RON) laws vary by state. Where RON is permitted, it can add authentication and recording; check the state notary commission for current rules.

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