Selling AI agent services without a solid retainer agreement is a recipe for scope creep, payment disputes, and legal headaches. This template covers everything you need to protect yourself while delivering value to clients.
This is a template, not legal advice. Have a qualified attorney review any agreement before using it with clients. Laws vary by jurisdiction.
AI agent work is fundamentally different from traditional consulting:
A well-crafted retainer agreement addresses all of these upfront, preventing disputes before they happen.
Define exactly what's included — and what's not.
SERVICES INCLUDED:
• Monitoring and maintenance of [specific AI agent(s)]
• Bug fixes and performance optimization
• Up to [X] hours/month of adjustments and improvements
• Monthly performance report and recommendations
• Response time: [X] hours for critical issues, [Y] hours for non-critical
SERVICES NOT INCLUDED:
• Development of new AI agents or capabilities
• Major feature additions or architectural changes
• Data migration or integration work beyond scope
• Training for client team members
• Third-party API costs above $[X]/month
SCOPE MODIFICATIONS:
Changes to scope require written agreement and may affect pricing.Set clear expectations for response times and uptime.
UPTIME COMMITMENT:
• AI agent uptime target: [99.X]%
• Scheduled maintenance: [X] hours/month, scheduled in advance
• Client notification: [X] hours before scheduled maintenance
RESPONSE TIMES:
• Critical issues (agent down): [X] hours
• High priority (significant performance degradation): [Y] hours
• Medium priority (minor issues, optimization requests): [Z] hours
• Low priority (general questions, enhancement ideas): [Next business day]
REMEDIES FOR SLA BREACH:
• If uptime falls below [X]% in any month: [Y]% credit on next month's retainer
• If response time exceeds commitment: [Z]% credit per incidentBe crystal clear about costs, especially variable expenses.
RETAINER FEE:
• Monthly retainer: $[X], due on the [1st/15th] of each month
• Includes: [X] hours of service, API costs up to $[Y]/month
• Payment terms: Net [15/30]
VARIABLE COSTS:
• API costs exceeding $[X]/month billed separately at cost
• Client notified when usage approaches threshold
• Overage approval required before incurring additional costs
HOURLY RATE FOR ADDITIONAL WORK:
• Work beyond retainer scope: $[X]/hour
• Estimated hours provided before starting
• Client approval required for work exceeding $[Y]
PAYMENT CONSEQUENCES:
• Late payment: [X]% late fee after [Y] days
• Non-payment: Services suspended after [Z] days
• Reinstatement fee: $[amount] after suspensionDefine who owns what — this is critical for AI work.
CLIENT OWNERSHIP:
• All data provided by client remains client property
• Custom outputs generated specifically for client use cases
• Training data derived from client materials
CONSULTANT OWNERSHIP:
• Proprietary prompts, templates, and methodologies
• General AI agent architecture and frameworks
• Tools and utilities developed independently
• Improvements to core systems applicable to other clients
JOINT OWNERSHIP / LICENSES:
• Client receives perpetual, non-exclusive license to use custom configurations
• Consultant may use anonymized learnings to improve services
• [Specify any shared IP arrangements]Address data handling, privacy, and security responsibilities.
DATA HANDLING:
• Client data processed in accordance with [applicable regulations]
• Data stored on [specified infrastructure] with [encryption standards]
• Data retention: [X] days after termination for transition purposes
• Data deletion: Verified deletion within [Y] days of request
SECURITY RESPONSIBILITIES:
• Consultant: Securing AI infrastructure, API keys, access controls
• Client: Securing their systems, data exports, user credentials
• Breach notification: [X] hours after discovery
CONFIDENTIALITY:
• Mutual NDA covering proprietary information
• Survival period: [X] years after termination
• Exclusions: Public information, independently developed, legally required disclosureLimit your exposure while maintaining fairness.
LIABILITY CAPS:
• Total liability limited to [X] months of retainer fees
• Exclusion of consequential, incidental, punitive damages
• Maximum liability for data breach: $[X]
INDEMNIFICATION:
• Client indemnifies for: Unauthorized data provided, IP infringement by client materials
• Consultant indemnifies for: IP infringement by consultant-developed components, gross negligence
AI-SPECIFIC DISCLAIMERS:
• AI outputs may contain errors — human review recommended
• Consultant not liable for AI decisions made without human oversight
• Client responsible for validating AI outputs before use in productionPlan for the relationship ending — it will eventually.
TERMINATION BY EITHER PARTY:
• [X] days written notice
• Payment for services rendered through termination date
• No penalty for termination with proper notice
TERMINATION FOR CAUSE:
• Material breach: [X] days to cure after written notice
• Non-payment: Immediate suspension, [Y] days to cure before termination
• Immediate termination for: Illegal activity, security breach, reputational harm
TRANSITION ASSISTANCE:
• [X] days of transition support included
• Documentation of configurations and customizations
• Data export in standard formats
• Additional transition support: $[X]/hourAI AGENT MAINTENANCE RETAINER AGREEMENT
This Agreement is entered into as of [DATE] between:
CONSULTANT: [Your Company Name]
Address: [Address]
Email: [Email]
CLIENT: [Client Company Name]
Address: [Address]
Email: [Email]
1. SERVICES
1.1 Consultant agrees to provide AI agent maintenance and optimization
services as described in Exhibit A (Statement of Work).
1.2 Services include monitoring, bug fixes, performance optimization,
and minor adjustments within the defined scope.
1.3 Services do not include new development, major feature additions,
or work beyond the scope defined in Exhibit A.
2. TERM & RENEWAL
2.1 Initial term: [12] months beginning [START DATE].
2.2 Automatic renewal for [12]-month periods unless either party
provides [60] days written notice of non-renewal.
3. COMPENSATION
3.1 Monthly retainer: $[AMOUNT], due on the 1st of each month.
3.2 Retainer includes up to [X] hours of service and API costs
up to $[Y]/month.
3.3 Additional services beyond scope: $[RATE]/hour, requires client
approval.
3.4 API costs exceeding monthly allowance billed at cost.
4. SERVICE LEVELS
4.1 Uptime target: [99.5]%
4.2 Response times:
- Critical: [4] hours
- High: [8] hours
- Medium: [24] hours
- Low: [48] hours
4.3 SLA credits: [10]% of monthly fee for each percentage point
below uptime target.
5. INTELLECTUAL PROPERTY
5.1 Client retains ownership of all client data and outputs
generated for client use cases.
5.2 Consultant retains ownership of proprietary methodologies,
prompts, and general frameworks.
5.3 Client receives perpetual license to use custom configurations
developed under this agreement.
6. CONFIDENTIALITY
6.1 Both parties agree to maintain confidentiality of proprietary
information.
6.2 Confidentiality obligations survive [3] years after termination.
7. DATA SECURITY
7.1 Consultant will maintain reasonable security measures to
protect client data.
7.2 Client responsible for securing their own systems and credentials.
7.3 Breach notification within [24] hours of discovery.
8. LIMITATION OF LIABILITY
8.1 Total liability limited to [3] months of retainer fees.
8.2 No liability for consequential, incidental, or punitive damages.
8.3 Client acknowledges AI may produce errors and is responsible
for validating outputs.
9. TERMINATION
9.1 Either party may terminate with [30] days written notice.
9.2 Termination for cause requires [15] days to cure material breach.
9.3 Transition assistance included for [30] days post-termination.
10. GENERAL
10.1 Governing law: [JURISDICTION]
10.2 Entire agreement; amendments require written consent.
10.3 Severability: Invalid provisions don't affect remaining terms.
SIGNATURES:
Consultant: ______________________ Date: __________
Client: _________________________ Date: __________
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EXHIBIT A: STATEMENT OF WORK
[Detailed description of AI agents covered, specific services included,
success metrics, and any custom terms]| Model | Best For | Typical Range |
|---|---|---|
| Fixed Monthly | Stable workloads, predictable scope | $2,000 - $10,000/month |
| Hourly Cap | Variable workloads, new relationships | $150 - $300/hour with 10-40 hr cap |
| Tiered Packages | Multiple service levels, client choice | $1,500 / $3,500 / $7,500+ per month |
| Usage-Based | High-volume AI, pay-per-interaction | $0.01 - $0.50 per AI interaction |
BASIC TIER - $1,500/month
• 10 hours of support
• 99% uptime SLA
• 24-hour response time
• Monthly performance report
STANDARD TIER - $3,500/month
• 25 hours of support
• 99.5% uptime SLA
• 8-hour response time
• Weekly performance report
• Quarterly optimization review
PREMIUM TIER - $7,500/month
• 50 hours of support
• 99.9% uptime SLA
• 4-hour response time
• Real-time monitoring dashboard
• Monthly strategy session
• Priority feature development"The best retainer agreements are written before you need them. Disputes are expensive — clear contracts are cheap." — AI Consultant, 15+ retainers
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