Can a retainer agreement be e-signed?

Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Do consumer disclosures apply?

If the engagement is consumer-facing, ESIGN requires a clear disclosure of the consumer’s right to paper and a demonstration that the consumer can access electronic records (15 U.S.C. §7001(c)).

Is notarization required for enforceability?

Generally no for commercial retainers, but certain states or specific transaction types may require notarization or witnesses; confirm state rules if the contract affects real property or statutory formalities.

What if a client stops paying the retainer?

Follow termination and cure provisions in the agreement; preserve written notices and invoices to support collections or offset claims in any dispute resolution forum.

Who must sign for a corporation?

An authorized corporate officer or other delegated signer should sign and, when appropriate, attach proof of authority such as a board resolution to show capacity to bind the entity.

How do I change the agreement after signing?

Use a written amendment signed by all parties. For electronic amendments, ensure the same eSignature intent, consent, and retention controls are applied to the amendment.

Electronic Signature
Templates
Sales
Sales Retainer Agreement

Sales Retainer Agreement

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

SALES RETAINER AGREEMENT

This Sales Retainer Agreement (the Agreement) is entered into as of by and between:

Seller

Seller Name Seller Business Type

Corporation LLC Individual/Proprietor Other

Seller Address

Buyer

Buyer Name Buyer Billing Contact Buyer Address

Recitals

Seller provides goods and/or services to buyers on a retainer basis and Buyer desires to engage Seller to provide the products and services described below under the terms and conditions set forth in this Agreement.

Scope of Services

Seller will provide the services and/or deliver the goods as described in the itemized schedule below (Services). Any work, product, or service not expressly described below must be agreed in a written change order signed by authorized representatives of both parties.

Services Description (summary)

Itemized Retainer and Fees

The parties agree the following schedule of items, quantities, unit prices and totals apply to work performed under the retainer:

Item	Description	Quantity	Unit Price	Total

Subtotal:

Taxes:

Shipping/Handling:

Total Due:

Retainer Payment Terms

Buyer shall pay an initial retainer in the amount of due upon execution of this Agreement. The retainer will be applied against invoices for Services rendered. If the retainer balance falls below Buyer will replenish the retainer to the initial amount within days of notice.

Accepted Payment Methods

Credit Card ACH/Bank Transfer Wire Transfer Check

Invoices are due within days from invoice date. Late payments will incur interest at or the maximum rate permitted by law, whichever is less.

Delivery and Risk of Loss

Delivery method: . Expected delivery date: . Risk of loss for tangible goods passes to Buyer upon shipment from Seller's facility unless otherwise agreed in writing.

Warranty and Remedies

Seller warrants that Services will be performed in a professional manner and goods, if any, will conform to the description in this Agreement for a period of from delivery. Buyer's exclusive remedy for breach of this warranty will be, at Seller's option, re-performance of the Services, repair or replacement of nonconforming goods, or refund of amounts paid for the nonconforming Services or goods. This warranty is conditioned on Buyer providing prompt written notice of the issue and allowing Seller reasonable opportunity to cure.

Returns and Refunds

Returns of tangible goods are subject to Seller's return authorization. Refunds, if any, will be issued after inspection and verification of the returned goods. Any refunds will be reduced by reasonable costs for handling and testing unless caused by Seller's breach or failure to conform.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed and in no event shall either party be liable for consequential, incidental, special or punitive damages.

Term; Termination

This Agreement commences on the Effective Date and continues for a term of unless earlier terminated. Either party may terminate for convenience upon days' prior written notice. Termination for material breach is effective immediately upon written notice if the breach remains uncured after following notice.

Confidentiality

Each party will maintain as confidential all nonpublic information disclosed by the other party and will not use or disclose such information except to perform under this Agreement. Confidential obligations shall survive termination for a period of .

Intellectual Property

Unless otherwise agreed in writing, Seller retains ownership of any pre-existing intellectual property and tools used to perform the Services. Work product specifically created for Buyer under this Agreement will be owned by subject to any license terms set forth in a written statement of work.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct or material breach of this Agreement. The indemnifying party shall pay reasonable attorneys' fees and costs incurred in connection with a covered claim.

Notices

Seller Notices To Buyer Notices To

Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior agreements. No amendment is effective unless signed by both parties. This Agreement is binding upon successors and permitted assigns; assignment without the other party's prior written consent is void.

Governing law: . The parties agree to attempt negotiation in good faith before initiating litigation or arbitration.

Seller (Print Name):

By:

Date:

Buyer (Print Name):

By:

Date:

What a Sales Retainer Agreement Is and When It Applies

A Sales Retainer Agreement is a written contract in which a client pays a service provider or sales consultant an agreed retainer fee to reserve time and resources for sales-related services. It sets out the scope of services, retainer amount, payment schedule, term, termination rights, confidentiality, intellectual property allocation, expense reimbursement, and dispute-resolution procedures. The agreement clarifies expectations, prioritizes the provider’s availability, and reduces disputes by documenting deliverables, performance metrics, exclusivity (if any), and governing law for interpretation and enforcement.

Why a Sales Retainer Agreement Adds Value

A clear retainer agreement protects both parties by defining scope, payment timing, and termination rights, reducing disputes and preserving priority of service while enabling consistent revenue recognition and tax reporting.

Core Sections to Include in a Professional Sales Retainer Agreement

A well-drafted agreement organizes obligations and risks so both parties understand deliverables, fees, timelines, and remedies.

Parties & Recitals

Identify the contracting entities by legal name, entity type, and address; add factual recitals that explain the business purpose and mutual intent.

Services & Scope

Describe services with measurable deliverables, excluded activities, performance metrics, and any exclusivity or territory limits to avoid scope disputes.

Retainer & Payment

Specify retainer amount, whether refundable, invoicing cadence, accepted payment methods, late fees, and who bears transaction costs.

Term & Termination

State the effective date, fixed term or rolling period, notice requirements for termination, and post-termination transition obligations.

Confidentiality & IP

Address confidential information handling, ownership or license of leads and work product, and any restrictions on use or disclosure.

Dispute Resolution

Select governing law and forum and include mediation, arbitration clauses, or court venue to manage how disputes will be resolved.

Who Typically Uses a Sales Retainer Agreement

Common users include firms and individuals who need recurring sales support or prioritized business development services.

Independent sales consultants and commission-based agencies needing predictable retainers and scope clarity.
Startups and small-to-medium businesses contracting external sellers or business development providers.
Real estate brokerages and professional services firms engaging dedicated sales resources for lead generation.

The agreement fits any arrangement where prepaid retainer fees preserve priority access and formalize ongoing sales efforts.

Who Signs on Behalf of Each Party

Sales Consultant — Owner

The consultant or business owner signs when acting in their individual capacity or as the authorized officer of a single‑owner entity. Ensure the signer has authority under the entity’s organizational documents to bind the company for services and payment terms; attach proof of authority when needed.

Corporate Signatory — CFO/VP

A corporate officer such as a CFO, VP of Sales, or authorized procurement officer signs for a company. Confirm internal delegation, such as a board resolution or purchasing policy, if the contract exceeds threshold amounts or company policy.

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

Follow these steps to prepare, review, and execute a retainer agreement efficiently.

01

Prepare Parties: Confirm legal names, addresses, and signer authority before drafting.
02

Define Scope: Write detailed deliverables and exclusions to avoid ambiguity.
03

Document Fees: Set retainer amount, invoicing cadence, and refund conditions.
04

Sign and Archive: Obtain signatures, distribute fully executed copies, and retain originals per retention policy.

How to Amend or Update an Existing Retainer Agreement

Use a clear amendment process so changes are enforceable and traceable.

01

Identify Change:

Specify the clause or term that requires modification.

02

Draft Amendment:

Prepare a short written amendment referencing the original agreement.

03

Obtain Approvals:

Secure consent from authorized signatories for each party.

04

Execute Signatures:

Have all parties sign and date the amendment.

05

Distribute Copies:

Send fully executed amendment to all stakeholders.

06

Archive:

Attach amendment to original and update retention records.

How to Configure an Online Signing Workflow for the Agreement

Use these settings to match the signing workflow to your approval model and compliance needs.

Field	Configuration
Authentication Method	Email link or SMS code; choose stronger ID for high-value deals.
Signature Order	Serial signing for approvals, parallel for efficiency when appropriate.
Reminder Schedule	Set automatic reminders at 3 and 7 days for unsigned requests.
Conditional Fields	Show payment or refund clauses only when checkboxes or thresholds apply.

Typical eSigning Flow for a Sales Retainer Agreement

A concise view of sender and signer actions for electronic execution and record capture.

Upload Document: Sender uploads the retainer draft to the eSignature platform.
Place Fields: Add signature, initial, date, and payment fields as needed.
Send to Signer: Deliver via email link or secure portal with authentication.
Complete & Store: Signer completes document; platform archives signed copy and audit trail.

Technical and Integration Considerations for eSigning

Choose an eSignature platform that supports your file formats, authentication needs, and enterprise integrations.

Formats Supported: PDF and DOCX are standard; ensure your platform preserves fillable fields and formatting.
Integrations: Connect to CRM or ERP systems such as Salesforce, NetSuite, or Microsoft 365 for automated routing.
Authentication: Support email, SMS, KBA, or advanced signer authentication for higher-assurance workflows.

Pick configuration options that balance signer convenience with risk mitigation, and ensure audit trails and encryption meet your compliance needs.

Common Deadlines and Timing to Note in a Retainer Agreement

Track payment, notice, and renewal dates so obligations are met and disputes avoided.

Initial Payment Due:

Specify days from invoice (commonly 7–30 days after invoice).

Renewal Notice:

Require 30–60 days written notice for automatic renewals or non-renewal.

Termination Notice:

Typical notice periods range 30 days unless material breach occurs.

Signature Effective Date:

State whether effective date equals signature date or a specified future date.

Expense Reimbursement:

Require receipts and submission within 30–90 days to qualify for reimbursement.

Frequent Preparation Errors to Avoid

Vague service descriptions that leave key tasks or deliverables undefined, creating scope disagreements and billing disputes.
Unclear payment language or missing invoicing cadence that leads to delayed receipts and disputes over refundable retainers.
Having the wrong or unauthorized signer complete the agreement, which can render the contract unenforceable or require ratification.
Omitting termination or notice terms, leaving parties unsure how to end the engagement and risking surprise liability.

Key Legal and Business Risks if the Agreement Is Incomplete

Enforceability: Ambiguous terms may lead a court to refuse enforcement.

Fee Disputes: Poorly defined fees create collection and refund exposures.

Tax Reporting: Misclassified payments can trigger IRS reporting or withholding issues.

Privacy Exposure: Healthcare or personal data may trigger HIPAA obligations.

Late Payment Interest: Accrual of interest and collection costs if unpaid.

Reputational Risk: Client disputes can harm referrals and future business.

How a Sales Retainer Agreement Differs from a Commission Agreement

Compare the two common sales compensation documents to select the right structure for your engagement.

Criteria	Sales Retainer	Commission Agreement
Payment Structure	upfront + recurring	pay per sale
Scope Clarity	high (defined scope)	often task-based
Upfront Fee		typically no
Typical Use Case	ongoing sales support	transaction-driven selling

eSignature Vendor Pricing and Feature Snapshot for Agreement Execution

Common vendor options for executing and managing Sales Retainer Agreements; signNow is listed first per platform comparison conventions.

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

Real-World Examples of Retainer Agreements in Use

These examples show how organizations use retainers to secure sales resources and streamline execution.

Martin Properties (Founder)

Martin Properties adopted electronic retainer agreements to close remote deals and keep transactions compliant.

The change reduced in-person steps and speeding execution.
Tim Martin: "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures LLC (COO)

A venture firm used a retainer to secure recurring sales outreach support across portfolio companies.

The retainer guaranteed priority service during product launches.
Brian Fitzgibbons: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Essential Data Elements to Include for Compliance and Auditability

Parties' Legal Names: Include full registered names.

Contact Addresses: Street, city, state, ZIP.

Scope Summary: Concise description of work.

Retainer Amount: Exact dollar figure.

Payment Terms: Due dates and penalties.

Signatures & Dates: Signed name, title, date.

Frequently Asked Questions About Sales Retainer Agreements and eSigning

Answers to common legal and practical questions when preparing or signing a Sales Retainer Agreement electronically.

Need help? Contact support

Can a retainer agreement be e-signed?
Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Do consumer disclosures apply?
If the engagement is consumer-facing, ESIGN requires a clear disclosure of the consumer’s right to paper and a demonstration that the consumer can access electronic records (15 U.S.C. §7001(c)).
Is notarization required for enforceability?
Generally no for commercial retainers, but certain states or specific transaction types may require notarization or witnesses; confirm state rules if the contract affects real property or statutory formalities.
What if a client stops paying the retainer?
Follow termination and cure provisions in the agreement; preserve written notices and invoices to support collections or offset claims in any dispute resolution forum.
Who must sign for a corporation?
An authorized corporate officer or other delegated signer should sign and, when appropriate, attach proof of authority such as a board resolution to show capacity to bind the entity.
How do I change the agreement after signing?
Use a written amendment signed by all parties. For electronic amendments, ensure the same eSignature intent, consent, and retention controls are applied to the amendment.

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