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Consultant Retainer Agreement Template for Netherlands

A comprehensive agreement governed by Dutch law that establishes a long-term professional relationship between a client and a consultant for the regular provision of consulting services. The document outlines the terms of engagement, including the retainer fee structure, scope of services, service levels, and key obligations of both parties. It ensures compliance with Dutch regulations, particularly the Wet Deregulering Beoordeling Arbeidsrelaties (DBA) for proper independent contractor classification, while incorporating necessary provisions for data protection, intellectual property rights, and professional liability under Dutch legal requirements.

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What is a Consultant Retainer Agreement?

This Consultant Retainer Agreement is designed for use under Dutch law when establishing an ongoing professional services relationship where regular access to a consultant's expertise is required. The agreement is particularly suitable when a client wishes to secure priority access to consulting services on a regular basis in exchange for a predetermined monthly fee. It includes essential provisions required under Dutch law, including clear independent contractor status compliance with the DBA law, data protection requirements under GDPR/AVG, and standard Dutch contract law provisions. The document is structured to protect both parties' interests while ensuring flexibility in service delivery and clear commercial terms. It's commonly used for long-term consulting arrangements where the scope of work may vary month to month but requires consistent availability and professional support.

What sections should be included in a Consultant Retainer Agreement?

1. Parties: Identification of the contracting parties - the client and the consultant (including registration details and representatives)

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: General description of consulting services covered under the retainer

5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

6. Retainer Fee and Payment Terms: Monthly retainer amount, payment schedule, invoicing process, and additional fees

7. Service Levels: Minimum service levels, response times, and availability requirements

8. Consultant's Obligations: Key responsibilities, professional standards, and compliance requirements

9. Client's Obligations: Support, access, and information to be provided by the client

10. Independent Contractor Status: Clear statement of independent contractor relationship and compliance with Dutch DBA law

11. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Insurance: Required insurance coverage and minimum limits

15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Consultant Retainer Agreement?

1. Data Protection: Required when consultant will process personal data, ensuring GDPR compliance

2. Non-Competition: Include when restricting consultant from working with competitors

3. Non-Solicitation: Include when preventing consultant from soliciting client's employees or customers

4. Expenses: Include when consultant may incur reimbursable expenses

5. Key Personnel: Include when specific individuals are essential to service delivery

6. Force Majeure: Include for protection against unforeseen circumstances

7. Audit Rights: Include when client requires right to audit consultant's records

8. Service Credits: Include when implementing penalties for missing service levels

9. Exit Assistance: Include when transition services may be needed upon termination

What schedules should be included in a Consultant Retainer Agreement?

1. Schedule 1 - Scope of Services: Detailed description of services, deliverables, and methodology

2. Schedule 2 - Fee Schedule: Detailed breakdown of retainer fees, hourly rates, and payment terms

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria

4. Schedule 4 - Key Personnel: List of key consultant personnel and their roles

5. Schedule 5 - Client Materials: List of materials and resources to be provided by client

6. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms if applicable

7. Appendix B - Security Requirements: IT and physical security requirements if applicable

8. Appendix C - Compliance Requirements: Specific regulatory or industry compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Cost

Free to use

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