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The Professional Services Retainer Agreement is designed for situations where a client requires ongoing access to professional services under Belgian law. This document establishes a formal relationship where the service provider commits to maintaining availability and providing specified services in exchange for a regular retainer fee. It is particularly useful for businesses seeking to secure priority access to professional expertise while ensuring predictable costs and service levels. The agreement addresses key aspects such as service scope, payment terms, professional obligations, and compliance with Belgian regulatory requirements, including data protection and business law provisions. It provides both parties with clear guidelines on their ongoing relationship while maintaining flexibility for specific service requests within the agreed framework.

1. Parties: Identification of the service provider and client, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of the professional services covered under the retainer

5. Retainer Terms: Structure of the retainer arrangement, including minimum commitment period and service hours

6. Fees and Payment: Retainer fee structure, payment terms, and additional charges

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Key responsibilities and commitments of the client

9. Term and Termination: Duration of the agreement and termination provisions

10. Intellectual Property: Ownership and usage rights of any IP created during service provision

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: GDPR compliance and data processing obligations

13. Liability and Indemnification: Limitation of liability and indemnification provisions

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

15. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments