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Client Engagement Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the professional relationship between a service provider and their client. This document outlines the scope of services, delivery terms, payment conditions, and mutual obligations while ensuring compliance with Indian regulatory requirements including the Indian Contract Act, 1872, and relevant sector-specific regulations. It includes provisions for confidentiality, intellectual property rights, data protection, and dispute resolution mechanisms specifically adapted to the Indian legal context.

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What is a Client Engagement Agreement?

The Client Engagement Agreement serves as the primary contractual framework for professional service relationships in India, establishing clear parameters for business engagements while ensuring compliance with Indian legal requirements. This document is essential when any professional service provider (whether an individual, firm, or company) enters into a formal service arrangement with clients. It comprehensively addresses crucial aspects including scope definition, service delivery terms, payment structures, confidentiality obligations, and liability limitations. The agreement incorporates necessary provisions to comply with Indian contract law, data protection requirements, and industry-specific regulations, while providing flexibility to accommodate various service types and engagement models. It's particularly important for protecting both parties' interests and preventing future disputes by clearly documenting all aspects of the professional relationship.

What sections should be included in a Client Engagement Agreement?

1. Parties: Identifies and provides full legal details of the service provider and the client

2. Background: Provides context for the engagement and establishes the intent of both parties to enter into the agreement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Services: Detailed description of services to be provided, including deliverables and any exclusions

5. Term and Timeline: Duration of the engagement and key milestone dates

6. Fees and Payment Terms: Details of fees, payment schedule, expenses, and invoicing procedures

7. Rights and Obligations: Respective responsibilities and obligations of both parties

8. Confidentiality: Provisions for handling confidential information and trade secrets

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

10. Data Protection and Privacy: Compliance with data protection laws and data handling procedures

11. Limitation of Liability: Extent and limitations of service provider's liability

12. Termination: Conditions and procedures for terminating the agreement

13. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Client Engagement Agreement?

1. Non-Compete: Restrictions on competitive activities, used when sensitive industry knowledge is involved

2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term engagements

3. Insurance: Insurance requirements, typically included for high-risk or regulated services

4. Compliance with Anti-Corruption Laws: Added when dealing with government clients or international transactions

5. Assignment and Subcontracting: Include when there's possibility of involving third parties or transfer of rights

6. Service Level Agreement: Used when specific performance metrics need to be maintained

7. Change Control: Procedures for managing changes to scope, relevant for complex or long-term projects

8. Audit Rights: Include when client requires right to audit service provider's work or records

What schedules should be included in a Client Engagement Agreement?

1. Schedule 1 - Detailed Scope of Services: Comprehensive breakdown of services, methodologies, and deliverables

2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment milestones

3. Schedule 3 - Key Personnel: Details of key team members and their roles in the engagement

4. Schedule 4 - Service Levels: Specific performance metrics and service standards if applicable

5. Schedule 5 - Client Materials and Requirements: List of materials, access, and support to be provided by the client

6. Appendix A - Required Forms and Ƶ: Standard forms for reporting, invoicing, or other routine communications

7. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements

8. Appendix C - Data Processing Agreement: Detailed procedures for handling personal or sensitive data

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Engagement Letter

Cost

Free to use

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