Retainer Agreement - Template, Sample Form to Fill out Pro · NG-law

RETAINER AGREEMENT

THIS RETAINER AGREEMENT is made this ________ (the "Effective Date").

BETWEEN

________, of the following address:

________ (the "Service Provider", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the one part;

AND

________, of the following address:

________ (the "Client", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.

The Service Provider and the Client are hereinafter referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS:

(A) The Service Provider is engaged in the business of providing ________ and represents that it possesses the requisite skill, experience, qualifications and resources to render such services;

(B) The Client desires to retain the Service Provider to provide the said services, and the Service Provider has agreed to be so retained, upon the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DURATION

1.1 This Agreement shall take effect on ________ and shall, unless earlier terminated in accordance with its terms, continue in force for a period of ________, terminating on ________.

1.2 This Agreement may be renewed or extended for a further term upon the mutual written agreement of the Parties, subject to such review of fees and terms as the Parties may agree.

2. SCOPE OF RETAINER

2.1 The Service Provider shall provide to the Client the following services (the "Services"):

________

2.2 The Service Provider shall render the Services diligently, competently, in good faith and with the due skill and care reasonably expected of a professional in its field.

2.3 The Services may include such other tasks as the Parties may from time to time agree in writing.

2.4 The scope of the Services may be varied from time to time as agreed in writing by the Parties in accordance with §19.

3. FEES AND REIMBURSABLE EXPENSES

3.1 In consideration of the Services, the Client shall pay to the Service Provider a retainer fee of ₦________ (________), exclusive of all applicable taxes and reimbursable expenses, payable ________.

3.2 The retainer fee shall be paid by ________ to the account or in the manner notified by the Service Provider in writing.

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3.4 In addition to the retainer fee, the Service Provider shall be reimbursed all reasonable out-of-pocket expenses properly incurred on behalf of the Client, subject to the Service Provider furnishing supporting documentation and, where required, the Client's prior written approval.

4. WARRANTY OF SERVICES

4.1 The Service Provider represents and warrants that it has full right, power, capacity and authority to enter into this Agreement and to perform the Services contemplated herein, and that there are no legal or contractual impediments to its execution of the Services.

4.2 The Service Provider covenants that the Services shall be performed in a professional, competent and ethical manner and in compliance with all applicable laws of the Federal Republic of Nigeria.

5. BINDING AGREEMENT

This Agreement shall be binding upon the Parties, their respective representatives, successors-in-title, subsidiaries, affiliates and permitted assigns under the terms hereof.

6. TERMINATION

6.1 Either Party may terminate this Agreement by giving ________ prior written notice to the other Party.

6.2 Either Party may terminate this Agreement with immediate effect by written notice where the other Party commits a material breach of this Agreement which (if capable of remedy) is not remedied within ________ of written notice requiring such remedy, or where the other Party becomes insolvent, is wound up, or has a receiver or manager appointed over its assets.

6.3 The termination of this Agreement shall not release the Parties from any obligations or liabilities which accrued prior to such termination, including any fees due for Services rendered up to the date of termination.

6.4 Upon termination, the Service Provider shall promptly return to the Client all documents, materials, notes, data and other property in its possession or control belonging to or relating to the Client or the Client's business.

7. REMEDIES FOR BREACH

7.1 The Parties agree that the terms of this Agreement are fundamental to the contractual relationship between them, and that a breach by either Party may occasion financial and other damages and losses to the other Party.

7.2 Upon the occurrence of a breach, the non-defaulting Party shall, without prejudice to any other right or remedy available to it at law or in equity, be entitled to recover from the defaulting Party all loss and damage reasonably incurred as a result of such breach, and shall have the right to terminate this Agreement in accordance with §6.

8. CONFIDENTIALITY OBLIGATIONS

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8.2 The Service Provider shall not use any confidential information, in whole or in part, in any manner that constitutes bad faith or is materially detrimental to the Client, or for any purpose other than the proper performance of the Services.

8.3 All confidential information coming into the possession of the Service Provider shall be treated as valuable, held in strict confidence and protected from disclosure to any third party.

8.4 To the extent that any confidential information constitutes or includes personal data, the Service Provider shall process such personal data strictly in accordance with the Nigeria Data Protection Act 2023 and any regulations or directives issued thereunder, and shall implement appropriate technical and organisational measures to safeguard such data.

8.5 The obligations under this §8 shall survive the expiry or termination of this Agreement and shall continue for so long as the information remains confidential or constitutes a trade secret.

8.6 The Service Provider acknowledges that any breach of this §8 may entitle the Client to seek specific performance, injunctive relief and any other equitable remedy in addition to damages.

9. DISCLOSURES AND CONFLICT OF INTEREST

The Service Provider shall promptly disclose to the Client any external activity, engagement or interest, whether direct or indirect, that may conflict with the Client's interests or with the proper performance of the Service Provider's obligations under this Agreement.

10. FORCE MAJEURE

10.1 No Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, war, hostilities, invasion, rebellion, terrorism, revolution, insurrection, riot, civil disorder, epidemic, pandemic, governmental action or other events of force majeure.

10.2 The affected Party shall promptly notify the other Party in writing of the event of force majeure and shall use reasonable endeavours to mitigate its effects. Where such event continues for a continuous period exceeding ________, either Party may terminate this Agreement by written notice, and any sums paid in advance for Services not yet rendered shall be refunded to the Client on a pro-rata basis.

11. INDEMNITY

Each Party (the "indemnifying Party") shall indemnify and hold harmless the other Party against all suits, actions, claims, damages, liabilities, costs and expenses of any kind whatsoever arising from any act, default or omission of the indemnifying Party, its employees, agents, successors or assigns in connection with this Agreement.

12. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

13. DISPUTE RESOLUTION AND JURISDICTION

13.1 The Parties shall use their best endeavours to resolve amicably, by mutual negotiation, any dispute, controversy or claim arising out of or in connection with this Agreement.

13.2 Where any such dispute is not resolved within ________ of one Party notifying the other in writing, the dispute may be referred to mediation, and failing resolution, the courts of ________ shall have exclusive jurisdiction to determine the dispute.

14. ENTIRE AGREEMENT

This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, representations and understandings between them relating to its subject matter.

15. ASSIGNMENT

No Party shall assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party.

16. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post or transmitted by electronic mail to the address of the other Party as set out in this Agreement, or to such other address as the Party may from time to time notify in writing.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue to be valid, legal and enforceable to the fullest extent permitted by law.

18. WAIVER

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise of it or the exercise of any other right, power or remedy.

19. AMENDMENT

No amendment, variation or modification of this Agreement shall be valid or binding on the Parties unless made in writing and duly signed by both Parties.

20. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same agreement.

21. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.

SIGNED by the within named Client:

________

_________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named Service Provider:

________

_________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................