Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the signature demonstrates intent, consent, attribution, and is retained. Exceptions include wills and certain court filings.

Is notarization required for a retainer?

Not typically. Most retainer agreements do not require notarization; however, state rules vary and certain attestations or statutory authorizations may require notary or witnesses. For remote online notarization follow state notary commission rules including identity proofing and audio-video recordkeeping where required.

Who can sign on behalf of a corporation?

An authorized officer or agent with explicit authority may sign. Verify corporate resolution, board authorization, or power of attorney when needed. Incorrectly authorized signatures risk contract invalidation or disputes, so confirm signing authority before execution.

How should protected health information be handled?

Include a signed Business Associate Agreement and specify permitted uses, encryption standards, breach notification timelines, and subcontractor responsibilities. Ensure HIPAA compliance per 45 CFR §164 subparts and limit PHI in shared deliverables unless expressly authorized by the client.

How can the retainer be amended or revised?

Amendments should be documented in writing and signed by authorized parties. Include effective dates, scope changes, fee adjustments, and counter-signatures. Reference original agreement section and preserve prior versions for audit and dispute-resolution purposes.

How long must we retain the executed agreement?

Retain the executed retainer for the contract term plus applicable federal minima: at least three years for tax-related records (IRC §6501(a)) and six years for HIPAA-related records (45 CFR §164.530(j)). State laws may require longer retention.

Electronic Signature
Templates
Miscellaneous
Retainer Agreement for GRC Services

Retainer Agreement for GRC Services

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

RETAINER AGREEMENT FOR GRC SERVICES

This Retainer Agreement for Governance, Risk, and Compliance services (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client requires professional services in the areas of governance, risk management and compliance (GRC) to support internal controls, regulatory obligations, and risk mitigation; and

WHEREAS, Provider represents that it possesses the expertise, personnel and systems necessary to perform GRC advisory, assessment, remediation planning, policy development, and related services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client on a retainer basis.

1. SCOPE OF WORK

Provider will perform GRC services as described below. The scope may include assessments, policy development, risk register maintenance, remediation support, third-party risk assessments, internal control testing, training, and advisory services as requested and agreed in writing by the parties.

Detailed Scope (describe deliverables, milestones, exclusions)

2. RETAINER AND PAYMENT TERMS

Client shall pay Provider a retainer fee and subsequent fees in accordance with the terms below. Fees are exclusive of applicable taxes unless otherwise stated.

Retainer Amount (USD) Payment Schedule / Invoicing Late Payment Fee Payment Method

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Notice Period for Termination

Either party may terminate for material breach that is not cured within the notice period specified above. Provider may suspend services for nonpayment following five (5) business days' written notice. Termination shall not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that during the performance of services it will receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Recipient will (a) use Confidential Information only to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality Duration

The obligations above do not apply to information that (i) was in the public domain through no breach of this Agreement; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt notice to the Discloser and cooperates to limit disclosure.

5. WORK PRODUCT; INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables and work product created specifically for Client under this Agreement for Client's internal business purposes. Provider retains all other rights, title and interest in methodologies, tools, templates, and general know-how used or developed in the course of performance.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of this Agreement shall be limited to direct damages not to exceed the total amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, special, consequential or punitive damages.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Provider shall be solely responsible for withholding and payment of any taxes related to Provider's compensation.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by notice pursuant to this section. Notice is effective upon receipt.

Client Notice Address Provider Notice Address

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be amended only by a written instrument signed by both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Retainer Agreement for GRC Services Covers

The Retainer Agreement for GRC Services is a formal contract establishing an ongoing advisory relationship between a client and a governance, risk, and compliance (GRC) service provider. It defines scope of work, deliverables, retainer fees, billing cadence, reporting expectations, confidentiality, data handling, and termination rights. The agreement clarifies roles for risk assessments, policy development, control testing, compliance monitoring, and incident response. It helps prevent scope disputes, creates predictable invoicing, and documents regulatory responsibilities for systems subject to HIPAA, SOX, PCI DSS, or other sector-specific obligations.

Why a Retainer Simplifies Ongoing Compliance

Use a Retainer Agreement for GRC Services to set clear expectations, allocate regulatory responsibilities, and reduce billing disputes. The document supports ongoing compliance programs, documents service levels and deliverables, and provides a contractual basis for data protection obligations and security-related incident response.

Core Elements to Include in a GRC Retainer

A professional retainer agreement outlines scope, compensation, reporting, confidentiality, liabilities, and termination procedures tailored to sustained GRC engagements and oversight.

Scope of Work

Define advisory services, periodic risk assessments, control testing, policy development, and project-based tasks. Specify exclusions and change control to prevent scope creep and clarify which compliance frameworks apply.

Retainer Fees

State initial retainer amount, billing cadence, payment methods, and replenishment terms. Detail hourly rates for out-of-scope work, late payment interest, and expense reimbursement process.

Deliverables & SLAs

List deliverables such as risk reports, remediation roadmaps, compliance attestations, and scheduled advisory sessions. Specify delivery formats, acceptance criteria, and remedies for missed service levels.

Reporting

Set cadence and recipients for executive summaries, technical findings, and board-level reports. Include formats, secure delivery channels, and retention policies for audit readiness including archival export options and timestamps.

Confidentiality

Specify data handling, encryption, access controls, and breach notification procedures. Include HIPAA or other applicable privacy addenda and obligations for subcontractors and third-party processors, with signed BAAs where required.

Termination

Describe termination for convenience and for cause, notice periods, wind-down obligations, deliverable handover, final accounting, and retention or deletion of client data after termination including certificates of completion.

Step-by-Step: Complete and Execute the Retainer

Follow a clear sequence to complete and execute the retainer: gather information, define scope, set fees, obtain signatures, and archive the executed agreement.

01

Prepare: Collect client details, IDs, and corporate authorization documents.
02

Customize: Adjust scope, SLAs, and compliance addenda to client needs.
03

Sign: Execute via authorized signers using compliant eSignature or notarization.
04

Archive: Store the signed agreement securely with audit trail and access controls.

Set Up the Digital Workflow for Signatures

Configure your online workflow to match approval order, authentication strength, and document retention before sending the retainer for signature.

Field	Configuration
Authentication Method	Email link, SMS code, or KBA verification
Approval Order	Sequential or parallel signer order selectable
Document Retention	Set retention period and exportable audit log
Template Library	Save boilerplate retainer templates for reuse

How Digital Execution Typically Works

Digital execution streamlines GRC retainer workflows: sender uploads template, assigns fields, authenticates signers, tracks completion, and stores executed files with audit evidence.

Upload: Add the retainer PDF or Word document to the signing platform.
Place Fields: Drag signature, date, and text fields into required locations.
Authenticate: Choose email, SMS, or advanced authentication per client need.
Complete: Signed copies and completion certificates are generated automatically.

Platform Capabilities to Verify Before Sending

Ensure your eSignature platform supports required integrations, security certifications, and common file formats to meet regulatory and operational needs.

Integrations: Salesforce, NetSuite, Google Workspace supported.
File Formats: PDF, DOCX, and Excel supported for templates.
Security: TLS 1.2/1.3 in transit; AES-256 at rest.

Who Typically Completes and Signs This Agreement

Typical parties involved in a GRC retainer include internal compliance teams, executive sponsors, and external consultants or law firms who manage controls and regulatory reporting.

Compliance officers and legal counsel define obligations, review contract language, and manage regulatory communications.
IT security teams verify technical controls, access controls, and incident response alignment with contract terms.
Procurement and finance oversee billing, retainer replenishment, and compliance with purchase order requirements.

Signers should ensure authorized representatives execute the agreement and confirm integration points for invoicing, reporting, and secure document exchange.

Representative Signer Profiles

Chief Compliance Officer

Chief Compliance Officer — Coordinates internal compliance strategy, assigns priorities, and approves contractual commitments. They use the retainer to ensure vendor responsibilities, reporting cadence, and remediation timelines are contractually defined, reducing regulatory exposure and enabling predictable budgeting across audit cycles.

GRC Consultant Lead

GRC Consultant Lead — Manages delivery of risk assessments, control testing, and compliance advisory work under the retainer. They detail deliverables, acceptance criteria, and resource allocation, and they coordinate secure evidence collection to support audits and executive reporting.

Security and Compliance Facts to Record

Encryption In Transit: TLS 1.2 and TLS 1.3 protocols.

Encryption At Rest: AES-256 encryption for stored data.

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

HIPAA: Business Associate Agreement required for PHI handling.

Legal Frameworks: Compliant with ESIGN and UETA standards.

Accessibility: WCAG 2.0 Level AA conformance.

Key Penalties and Risks to Avoid

Incorrect Tax Reporting: Up to $330 per form

Missing W-9: Backup withholding 24% rate

I-9 Violations: Fines $281–$2,789 each

Data Breach Liability: Regulatory fines and remedial costs

Scope Disputes: Unrecoverable fees and delays

Contract Invalidity: Mismatched signer identity risks

Common Preparation Errors to Watch For

Failing to define specific deliverables and acceptance criteria, leading to disagreements on what constitutes completed work and causing billing disputes and project delays.
Using vague scope language such as 'reasonable efforts' without measurable milestones, which can make enforcement and performance tracking difficult during audits.
Not specifying data protection responsibilities, encryption standards, or subcontractor obligations leaves parties exposed to compliance failures under HIPAA, PCI DSS, or other regimes.
Skipping proper signer authorization verification results in invalid signatures, potential contract challenges, and delays in deliverable acceptance or regulatory filings.

eSignature Vendor Pricing and Compliance Snapshot

Comparison of common eSignature vendors for executing and managing Retainer Agreement for GRC Services, showing pricing and key capabilities relevant to compliance workflows.

	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	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Important Dates and Payment Milestones

Key dates for the retainer lifecycle include effective date, payment milestones, renewal windows, termination notice, and periodic deliverable deadlines.

Effective Date:

Date when obligations and billing commence.

Retainer Payment Due:

Due upon execution unless otherwise stated in agreement.

Monthly Invoicing Cycle:

Invoice schedule and net payment terms defined in section.

Termination Notice Period:

Usually 30 to 90 days depending on contract terms.

Deliverable Submission Deadlines:

Timelines for reports, remediation actions, and board materials.

Milestone Timeline from Start to Closeout

Milestones from engagement start to closeout guide delivery and governance reviews across the retainer lifecycle.

01

Engagement Start

Execute agreement, receive retainer, schedule initial risk assessment.

02

Quarterly Reviews

Deliver interim reports, update risk register, track remediation progress.

03

Annual Audit

Perform control testing and provide executive summary for governance.

04

Closeout and Handover

Complete final deliverables, transfer evidence, and provide transition documentation.

Real-World Examples of Retainer Use

Practical examples show how retained GRC services operate across organizations of different sizes and regulatory contexts.

Optica Ventures — COO

Optica Ventures adopted a GRC retainer to centralize compliance tasks and speed contract approvals across portfolio companies.

Interface simplicity reduced signer confusion.
Brian Fitzgibbons, COO, noted that the straightforward signing experience helped customers complete agreements faster while keeping records secure; the retainer clarified service levels and improved predictability for project resourcing and billing.

Xerox — Director of NetSuite Operations

Xerox integrated eSignature into ERP workflows to automate retainer renewals and populate billing systems automatically.

API integration enabled faster processing.
Kodi-Marie Evans reported that automation reduced manual entry, improved audit trails, and ensured consistent application of contract terms. The retainer model supported scaled vendor coordination and reliable financial reconciliation across business units.

Frequently Asked Questions and Practical Answers

Answers to common questions about completing, executing, and managing a Retainer Agreement for GRC Services, including eSignature and compliance concerns.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the signature demonstrates intent, consent, attribution, and is retained. Exceptions include wills and certain court filings.
Is notarization required for a retainer?
Not typically. Most retainer agreements do not require notarization; however, state rules vary and certain attestations or statutory authorizations may require notary or witnesses. For remote online notarization follow state notary commission rules including identity proofing and audio-video recordkeeping where required.
Who can sign on behalf of a corporation?
An authorized officer or agent with explicit authority may sign. Verify corporate resolution, board authorization, or power of attorney when needed. Incorrectly authorized signatures risk contract invalidation or disputes, so confirm signing authority before execution.
How should protected health information be handled?
Include a signed Business Associate Agreement and specify permitted uses, encryption standards, breach notification timelines, and subcontractor responsibilities. Ensure HIPAA compliance per 45 CFR §164 subparts and limit PHI in shared deliverables unless expressly authorized by the client.
How can the retainer be amended or revised?
Amendments should be documented in writing and signed by authorized parties. Include effective dates, scope changes, fee adjustments, and counter-signatures. Reference original agreement section and preserve prior versions for audit and dispute-resolution purposes.
How long must we retain the executed agreement?
Retain the executed retainer for the contract term plus applicable federal minima: at least three years for tax-related records (IRC §6501(a)) and six years for HIPAA-related records (45 CFR §164.530(j)). State laws may require longer retention.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now