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Northwind Co · Retainer v4
Effective 1 Jul 2026 · DOT-1042
Service
Retainer
1. Purpose of the agreement
1.1 This agreement sets out the terms under which the Provider will supply advisory and delivery services to Northwind Co for the period described in Schedule 1.
1.2 The parties intend this retainer to govern all work commissioned during the term, including any statement of work executed under it.
2. Fees and payment
2.1 Total fees are $48,000, invoiced monthly in arrears. Invoices are payable within sixty (60) days of receipt.
2.2 Late payments accrue interest at 1.5% per month from the due date until paid in full.
3. Term and termination
3.1 This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months, renewing automatically for successive twelve (12) month terms.
3.2 Either party may prevent renewal by giving written notice of non-renewal not less than sixty (60) days prior to the end of the then-current term.
4. Confidentiality
4.1 Each party will keep the other's confidential information private and use it only to perform this Agreement.
5. Liability
5.1 The Client's total liability arising out of or in connection with this Agreement shall not exceed the total fees paid in the twelve (12) months preceding the claim.
5.2 The Provider shall indemnify the Client against all losses, damages and expenses arising from the services.
Can we sign this tomorrow?
Are these the payment terms we agreed?
Can we deliver everything in this scope?
Is our liability limited?
Is this the same NDA as last time?
Who needs to sign on their side?
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Re: Northwind retainer - Q3
InboxDottr<dottr@dottr.io>
to me, Marcus, Priya, Dana, Eli, Cora, Ben
Hi all,
I read all 14 pages against your company playbook. Three terms need attention. Everything else looks standard.
1. It renews automatically unless you cancel early
You must cancel 60 days before the end date. Ask for 30 days' notice or a renewal reminder.
2. Their liability is limited. Yours is not.
Your financial risk is open-ended. Ask for the same limit on both sides.
3. Payment is Net 60, not Net 30
This does not match what was agreed on the call. Ask for Net 30.
To answer everyone directly:
Marcus, nothing prevents you from signing tomorrow once the liability issue is fixed.
Priya, you were right. The contract says 60 days, not 30.
Dana, the scope does not commit you to a Q4 delivery date.
Eli, your liability is not currently limited.
Cora, this NDA is different from the previous version.
Ben, the two signers are named on page 14.
I’ve attached a redlined copy with the three suggested changes.
Dottr
One attachment


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Dottr. please check the liability and renewal terms. Tell me what we should change before we sign.
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high · Term and renewal
This contract renews for another year
It renews automatically unless you cancel 60 days before the end date. Your real deadline is 30 January, not the renewal date.
Suggestion
Ask for a 30-day notice window, and put 30 January in the calendar either way.
high · Liability
Your liability has no limit. Theirs does.
Their liability is limited to the fees paid. Yours is open-ended, so one bad month could cost more than the contract is worth.
Suggestion
Ask for the same cap on both sides, at the fees paid in the prior 12 months.
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Review Northwind retainer against the playbook
done
Flag indemnity cap over $2m
done · after Review Northwind retainer
Approve the indemnity cap
waiting · Raeeza, CEO · after Flag indemnity cap over $2m
Apply Dottr's wording to clause 9.2
pending · after Approve the indemnity cap
Send the redline back to Northwind
pending · after Apply Dottr's wording
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