What a retainer should actually cover

Every figure below is hypothetical. The pattern is not.

A retainer is the best commercial structure in professional services. Predictable revenue, a client who does not re-decide every month, and work you can staff against rather than scramble for.

It is also the easiest way to end up working for nothing, and the slide is so gradual that most firms only notice about a year in.

How it goes wrong

Month one, the client sends three requests. Reasonable, well within what was priced.

By month five they send eleven, because you are responsive and it has become easier to ask you than to think about whether they need to. Nobody renegotiated anything. Nobody did anything wrong. The fee is identical and the work has tripled.

The firm is now doing its most demanding client's work at roughly a third of its own rate, and staffing it with people it could bill out elsewhere at full price. And because the fee never changed, nothing in the accounts flags it.

Define the retainer by capacity, not by goodwill

The failure is almost always the same: the agreement describes a relationship rather than a quantity.

"Ongoing legal support" is not a scope. It is an invitation. Every retainer needs a number in it — hours, matters, or requests per month — and that number is what the client is buying.

Hours. "Up to 20 hours a month." Cleanest for legal and advisory work. Requires time recording that actually happens — see the hours you never invoiced — because a retainer without time recording cannot be measured, and an unmeasurable retainer always drifts.

Deliverables. "Two contract reviews and one advisory session monthly." Better where output is countable and clients dislike hourly framing.

Response commitment. "Same-day acknowledgement, 48-hour turnaround on standard requests." Often what the client actually values, and worth pricing explicitly rather than giving away.

Most good retainers use two of the three.

The four clauses that keep it profitable

What happens past the cap. State the overage rate in the agreement, in naira. "Additional hours billed at ₦30,000" is a sentence that prevents a year of resentment. Without it, every overrun is a fresh negotiation you will usually lose, because it is happening while you are mid-way through their work.

What is excluded. Litigation, new entity formation, anything requiring counsel, anything urgent enough to displace other clients. Name them. Exclusions are far easier to agree at signing than to introduce in month seven.

Whether unused hours roll over. Recommendation: they do not. Rollover turns a retainer into a prepaid account, and prepaid accounts get drawn down in one enormous month that wrecks your capacity planning. If a client insists, cap it at one month.

When it gets reviewed. A fixed date, in the agreement. Six months is right. Not "as needed" — nobody ever needs it at a convenient time, so it never happens.

Price it off capacity, not off what the client will pay

Work out what you are actually selling before you name a number.

20 hours a month x N25,000 = N500,000 of capacity

If you are charging ₦400,000 for that, you have chosen a 20% relationship discount. That is a perfectly reasonable decision — retained work has no acquisition cost and no idle time, and both are worth paying for. But it should be a decision, not an accident.

The failure mode is naming ₦400,000 because it sounded acceptable, never converting it to hours, and discovering at month nine that you sold 44 hours for it.

Review it against what happened

At each review, put three numbers on one page:

1. Hours delivered versus hours contracted, each month since the last review
2. Effective hourly rate — fee divided by hours delivered
3. The trend — because a retainer that ran at 16, 19, 24, 31, 38 hours is going one way and no conversation about the average will change that

Then have the honest conversation. Three outcomes, all legitimate:

• Consistently under the cap — the client is not getting value and will eventually cancel. Offer to widen the scope before they do.
• Consistently over — reprice, or start enforcing the overage clause you wrote at the start.
• About right — say so, and renew for another six months.

The bit that is uncomfortable

Scope creep is not the client being difficult. It is almost always the firm being agreeable — saying yes to the eleventh request because it is small, because the relationship matters, and because raising it feels like accounting pettiness in the middle of real work.

Which is exactly why the number belongs in the agreement rather than in the conversation. Written down at signing it is a term of business. Raised in month nine it is a complaint, and it will be received as one.