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Set a Retainer With a Share of Upside

A client asks you to drop the monthly fee in exchange for a share of the extra revenue you bring in, and you have nothing written to answer with. Ivanka Menken uses Retainer-Plus Upside inside Cash-Tight Growth Mentoring, a 6-month programme at AUD $1,500 per month ex GST, to write the base retainer, the baseline the upside is measured from, a small percentage and a minimum term on one page, before the proposal goes out.

Retainer-Plus Upside is a tool inside the programme, not a separate product. Not legal or financial advice.

A client wanted a lower base and a share of the growth.

  1. THE BASEexample: covers the team on the account$4,500/mo
  2. THE SHAREexample: of revenue above the written baseline5%
  3. THE TERMthree-month minimum inside a six-month term3 + 3

THE RULE

“No upside deal goes out until the baseline, the share and the minimum term are written down.”

Your numbers will be your own.

A client wants upside, and you have no rule for it

  1. 01A client offers a share of growth if you lower the monthly fee.
  2. 02You quote a new fixed fee every time and improvise the terms.
  3. 03You have never written down what counts as extra revenue.
  • Current fee: $6,000 a month, fixed
  • Client request: a lower base and a share of growth
  • Baseline for the share: not defined
  • Minimum term: none
  • Percentage: copied from another proposal

The share is easy to agree. What it is a share of is not.

The founder who priced the share before the base

  1. 01

    A percentage with nothing under it

    The client likes the work and wants to keep going. Then the question: could the monthly fee come down if you took a share of the extra revenue instead? It sounds like confidence in you. You say you will think about it. That night you open an old proposal from someone else and copy a percentage from it, with no idea what it is a percentage of.

  2. 02

    A percentage borrowed from another proposal

    In this case, the founder ran a five-person growth agency at about $700k revenue, mostly on fixed monthly fees. A good client asked for a lower base and a share of the incremental revenue. The founder copied a percentage from another agency’s proposal. With no baseline and no minimum term, the client could leave after one strong month, and the base no longer covered the people on the account.

  3. 03

    No baseline, no trigger, no term

    Ivanka noticed the founder was arguing about the percentage while three things were still unwritten: what the base had to cover, which revenue counted as incremental, and how long the client had to stay for the upside to be worth the lower base. Each fixed fee had been improvised, so this one would be too.

An unwritten base, trigger and term, not the wrong percentage

The issue was not the percentage. It was a base with no floor, a trigger with no baseline and a deal with no minimum term, so the cash case could not work whatever share was agreed.

The reframe: write the base first, at the level that pays for the work. Then define the baseline the upside is measured from, set a small share above it, and protect the base with a minimum term. Only then talk percentages.

Write the base first. The share is only worth having on top of a base that pays for the work.

Every upside deal without a baseline invites an argument about what counts, and every one without a minimum term lets the client leave in the month the share starts to pay.

Retainer-Plus Upside, for one growth agency

Retainer-Plus Upside is how Cash-Tight Growth Mentoring prices a base retainer with a share of growth. It writes the base, the baseline, the trigger, a small percentage and the term on one page, so the founder answers the request with numbers instead of a guess.

Retainer-Plus Upside, for one growth agencyAn example over six months. On the left, the client's monthly revenue as bars: $78k, $84k, $90k, $95k, $92k and $100k, against a dashed baseline at $80k, their average month over the last three. The part of each bar above the baseline is gold. Below, the agency's fee each month: a grey base of $4,500 that pays for the team, plus a gold 5% of revenue above the baseline, giving $4,500, $4,700, $5,000, $5,250, $5,100 and $5,500. A gold bracket marks the three-month minimum inside a six-month term. On the right, four numbered cards: the base, the baseline, the share and the term. Underneath, the option to copy.CLIENT REVENUE EACH MONTH (EXAMPLE)YOUR FEE EACH MONTHM1M2M3M4M5M6Baseline $80k$78k$84k$90k$95k$92k$100k$4,500$4,700$5,000$5,250$5,100$5,500MINIMUMSix-month term1THE BASE$4,500 a monthpays for the team on the account2THE BASELINE$80,000client’s average month, last three3THE SHARE5% above the lineonly revenue over the baseline4THE TERM3-month minimuminside a six-month termTHE OPTION, AS WRITTENBase $______ a month.Baseline: our last-three-monthaverage, $______.Share: ___% above the baseline.Term ___ months, minimum three.

Tap a part. The figures are an example; your base comes from what your account costs.

Retainer-Plus Upside · a framework by Ivanka Menken

What it is

It is one page. At the bottom, the base retainer, set at what pays for the people on the account. Above it, the baseline: the client’s average monthly revenue over the last three months. Above that, the share: a small percentage of revenue over the baseline. Along the side, the term: three to six months, with a three-month minimum.

What it replaces

It replaces a fixed fee improvised for each client, a percentage copied from someone else’s proposal and an upside promise with no definition of what counts.

It sits inside Cash-Tight Growth Mentoring, next to the monthly five-number scorecard, because the base protects payroll cover and the share shows up in margin. It is coaching, not legal or financial advice, and there is no separate checkout.

  • 01The old fee: $6,000 a month, fixed
  • 02The base: $4,500 a month, which pays for the account team
  • 03The baseline: the client’s average monthly revenue over the last three months, $80,000
  • 04The trigger: revenue above $80,000 in a month
  • 05The share: 5% of revenue above the baseline, paid monthly
  • 06The term: six months, with a three-month minimum

From a borrowed percentage to a written option

In the session, Ivanka asked the founder what the account actually cost to run each month, then what the client’s revenue had averaged over the last three months. Together they set the base at the cost of the team, wrote the baseline from the client’s own numbers, chose a small share above it and added a minimum term. The founder left with a one-page pricing option for the next proposal.

THE OPTION, AS WRITTEN

The base
The monthly fee that pays for the people on the account.
The baseline
Average monthly revenue over the last three months, from the client’s own reports.
The share
A small percentage of revenue above the baseline, paid monthly.
The term
Three to six months, with a three-month minimum.
Review
At the end of the minimum term

Your base, baseline and share will be your own.

  1. 1The one thingAn upside request with no written terms.
  2. 2The numbersBase, baseline, share and a three-month minimum.
  3. 3The storyWhy a borrowed percentage did not protect the base.
  4. 4The commitmentOne pricing option in the next proposal, terms unchanged.
  • What does this account cost you to run each month?
  • What has the client’s revenue averaged over the last three months?
  • Which revenue counts as incremental, and who reports it?
  • How long must the client stay for the lower base to pay back?
  • What do you say if they ask to change the terms mid-conversation?

Before the next session, the founder sent the one-page option to the client, kept the terms as written through the conversation and brought the reply to the scorecard.

One written option, used in every proposal

By month 6, upside requests get a written option instead of a guess, the base covers the team on every account, and the monthly scorecard shows what the shares add on top.

BEFORE

  • A new fixed fee improvised each time.
  • A percentage borrowed from another proposal.
  • No baseline for what counts as growth.
  • Clients free to leave after one good month.

BY MONTH 6

  • A base set at what the work costs.
  • A small share above a written baseline.
  • A three-month minimum protecting the base.
  • The same option in every proposal.
  1. 1Call
  2. 2Call
  3. 3Call
  4. 4Call
  5. 5Call
  6. 6Month 3
  7. 7Call
  8. 8Call
  9. 9Call
  10. 10Call
  11. 11Call
  12. 12Month 6

The programme is the container: 12 fortnightly 60-minute sessions, a monthly scorecard, and reviews at month 3 and month 6.

In this case, the founder wrote a one-page option with the base retainer, the baseline, the share and a three-month minimum, and used it in the next proposal without changing the terms mid-conversation.

Ivanka Menken in a one-to-one conversation with a founder
A base that covers payroll, and a share of the growth on top.

Write the base before you agree the share

Ivanka Menken built Cash-Tight Growth Mentoring for founders of $500K to $3M businesses that are growing while cash tightens. A share of upside is only good business when the base still pays the people doing the work.

This fits if clients ask for performance pricing and you answer with whatever feels fair on the day. It does not fit if you want a contract drafted or tax advice. The decision in front of you is the base. Write it first.

“During our sessions Ivanka isn’t just talking theory. She is sharing her own lived experiences.”

Business owner

It fits

  • You run a service business on monthly fees.
  • Clients ask for a lower base and a share of growth.
  • You can see the revenue your work affects.
  • You will put one written option in the next proposal.

It does not fit

  • You want a contract drafted or reviewed.
  • You want tax or accounting advice.
  • Your work has no measurable link to revenue.
  • You want a done-for-you pricing model.

AUD $1,500

per month ex GST

6 months · 12 fortnightly sessions

The Retainer-Plus Upside is part of Cash-Tight Growth Mentoring, a 6-month 1:1 programme at AUD $1,500 per month ex GST. It is not sold separately.

  • 12 fortnightly 60-minute sessions
  • The monthly five-number scorecard
  • Reviews at month 3 and month 6
  • Retainer-Plus Upside for your next proposal

Three founding places in total, shared across all 1:1 mentoring, are available at AUD $1,000/month ex GST, in return for honest monthly feedback and a testimonial, which can be anonymous. Claim a founding place.

Retainer-Plus Upside is part of the programme. It is not sold separately.

Questions about pricing a retainer with upside

How do I price a retainer with a share of revenue?

Set the base first, at what the people on the account cost. Then write the baseline the share is measured from, choose a small percentage above it and add a minimum term. Talk percentages last. Ivanka Menken builds that one-page option with you inside Cash-Tight Growth Mentoring, 6 months at AUD $1,500 per month ex GST.

What counts as incremental revenue in an upside deal?

Whatever you both write down before the work starts. A common choice is revenue above the client’s average month over the last three months, from their own reports. Without that line, every month becomes an argument. Ivanka Menken helps you write the baseline inside Cash-Tight Growth Mentoring, 6 months at AUD $1,500 per month ex GST. It is coaching, not legal advice.

Why have a minimum term on a retainer with upside?

Because the lower base only pays back if the client stays long enough for the share to work. A three-month minimum inside a three-to-six-month term stops a client leaving after one strong month. Ivanka Menken sets the term with you inside Cash-Tight Growth Mentoring, 6 months at AUD $1,500 per month ex GST, next to your payroll cover.

Should I lower my base fee to get a share of upside?

Only as far as the base still pays for the work. Below that, a slow month leaves you funding the client. Write the cost of the account first, then decide how much base you can trade for share. Ivanka Menken works through that trade inside Cash-Tight Growth Mentoring, 6 months at AUD $1,500 per month ex GST.

Write the base first

If a client is asking for a lower fee and a share of the growth, start with Cash-Tight Growth Mentoring. Retainer-Plus Upside is inside it, and the 20-minute intro call is where you can see whether the programme fits.

Not legal, tax or contract advice.

See the Cash-Tight Growth Mentoring programme →