Free Professional Retainer Agreement

This Professional Retainer Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between JanusCo, a corporation duly organized and existing under the laws of the State of California, with its principal office located at Modesto, CA 95350 ("Client"), and [Your Company Name], a corporation duly organized and existing under the laws of the State of California, with its principal office located at [Your Company Address] ("Service Provider"). Collectively referred to as the "Parties."

I. Purpose

The purpose of this Agreement is to establish a professional retainer relationship between JanusCo and [Your Company Name]. This Agreement outlines the terms and conditions under which [Your Company Name] will provide ongoing services to JanusCo for a fixed retainer fee.

1.1 Scope of Services

The specific services to be provided by [Your Company Name] under this retainer agreement include, but are not limited to:

• Consultation: Providing expert advice and consultation as requested by JanusCo.

• Legal and Compliance Services: Assisting JanusCo with legal and regulatory compliance, including reviewing contracts, advising on legal matters, and other related services.

• Project Support: Providing ongoing support for various business projects, including strategic planning and execution.

The services to be rendered shall be specified in more detail in individual task orders issued by JanusCo under this Agreement.

II. Retainer Fee and Payment Terms

2.1 Retainer Fee

In consideration for the services provided, JanusCo agrees to pay [Your Company Name] a retainer fee of $5,000 per month, which shall be payable on the first day of each month during the term of this Agreement.

2.2 Payment Terms

Payments for the retainer fee shall be made by wire transfer to the account specified by [Your Company Name]. If the payment is not received within 15 days of the due date, a 5% late fee will be applied.

2.3 Additional Services

Any services outside the scope of the retainer, as detailed in Section 1.1, shall be charged separately, and [Your Company Name] will provide a detailed estimate for approval before such work commences.

III. Term and Termination

3.1 Term

This Agreement shall commence on January 1, 2050, and continue for a period of 12 months, automatically renewing for successive 12-month terms unless terminated by either Party in accordance with the provisions of this Agreement.

3.2 Termination for Convenience

Either Party may terminate this Agreement for convenience by providing 30 days' written notice to the other Party. Upon termination, JanusCo will be responsible for payment for all services rendered up to the termination date.

3.3 Termination for Cause

In the event of a breach of this Agreement by either Party, the non-breaching Party may terminate the Agreement immediately, provided the breaching Party is given 15 days to cure the breach after receiving written notice. If the breach is not cured within this period, the non-breaching Party may terminate the Agreement.

IV. Confidentiality

4.1 Confidential Information

Each Party acknowledges that it may have access to confidential and proprietary information of the other Party. "Confidential Information" includes business plans, trade secrets, financial information, client lists, and any other information disclosed in writing, orally, or in any other form that is designated as confidential.

4.2 Obligations of Confidentiality

Each Party agrees not to disclose any Confidential Information to third parties without the prior written consent of the other Party, except as required by law. This obligation of confidentiality will survive the termination of this Agreement.

V. Governing Law

5.1 Governing State Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

5.2 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved through mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Modesto, California, under the rules of the American Arbitration Association.

VI. Indemnity and Limitation of Liability

6.1 Indemnification

Each Party agrees to indemnify and hold harmless the other Party from and against any claims, losses, or damages arising out of the breach of this Agreement or the negligence of the indemnifying Party.

6.2 Limitation of Liability

Neither Party shall be liable for any indirect, consequential, or special damages arising from this Agreement. The total liability of either Party shall not exceed the total retainer fees paid by JanusCo to [Your Company Name] in the 12 months preceding the claim.

VII. Miscellaneous Provisions

7.1 Entire Agreement

This Agreement, together with any appendices, exhibits, or task orders issued hereunder, constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter herein.

7.2 Amendment

This Agreement may be amended or modified only by a written document signed by both Parties.

7.3 Force Majeure

Neither Party shall be held liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, or other events beyond the Parties' control.

VIII. Signatures

This Agreement is executed as of the date first written above by the duly authorized representatives of the Parties:

[Your Company Name]

Name: [Your Name]
Title: [Your Title]
Date: January 1, 2050

JanusCo

Name: Golda Larson
Title: Chief Executive Officer
Date: January 1, 2050

For any inquiries or clarifications, please contact [Your Name] at [Your Email], or reach out to [Your Company Name] via email at [Your Company Email].

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