RETAINER CONSULTING AGREEMENT

This RETAINER CONSULTING AGREEMENT (hereinafter referred to as “the Agreement”) is made on [ DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE CONSULTANT] residing at [INSERT ADDRESS OF THE CONSULTANT] (hereinafter referred as the “Consultant”) which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client”) which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Consultant and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Client is engaged in the business of [INSERT THE BUSINESS OF CLIENT];
2. The Consultant has expertise in one or more fields of business that the Consultant offers and wishes to provide its services to the Client;
3. The Client hereby retains the Consultant to provide ongoing consulting services as outlined in the terms and conditions set forth herein.
4. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. SCOPE OF RETAINER SERVICES
   1. The Consultant agrees to offer consulting services to the Client in accordance with the terms and conditions set forth in this Agreement. The services to be provided may include, but are not limited to:

[INSERT THE SPECIFIC TASKS AND SERVICES TO BE PERFORMED BY THE CONSULTANT]

1. PAYMENT TERMS
   1. The Client agrees to pay retainer fee to Consultant for the consulting services as follows:

[INSERT THE PAYMENT DETAILS, SUCH AS HOURLY RATES, OR ANY OTHER PAYMENT TERMS AGREED UPON]

• 1. The Client shall make the payment within [INSERT NUMBER OF DAYS IN WHICH THE PAYMENT SHOULD BE MADE BY THE CLIENT AFTER RECEIPT OF INVOICE] days after the receipt of the invoice from the Consultant. The payment shall be made via [INSERT MODE OF PAYMENT].
  2. If the Client does not make the payment in the stipulated time period, then the Consultant reserves the right to withhold the Services until the monthly payment is made.

1. PERFORMANCE OF SERVICES
   1. The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. The Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill the Consultant’s obligations under this Agreement.
2. INTELLECTUAL PROPERTY AND OWNERSHIP OF WORK PRODUCT
   1. Any intellectual property created or developed by the Consultant during the course of providing the services shall become the property of the Client. The Consultant hereby assigns all rights, title, and interest in such intellectual property to the Client.
   2. Any work product, reports, or deliverables created by the Consultant during the term of this Agreement shall be the property of the Client.
3. INDEPENDENT CONTRACTOR
   1. The Consultant is an independent contractor and shall not be considered an employee, partner, or agent of the Client. The Consultant is responsible for their own taxes and benefits.
4. CONFIDENTIALITY
   1. “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the Client, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Client on whom Consultant called or with whom Consultant became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Client either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to Consultant at the time of disclosure to Consultant by the Client as evidenced by written records of Consultant, (b) has become publicly known and made generally available through no wrongful act of Consultant, or (c) has been rightfully received by Consultant from a third party who is authorized to make such disclosure.
   2. Non-Use and Non-Disclosure. Consultant shall not, during or subsequent to the Term of this Agreement: (i) use the Client’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Client, or (ii) disclose the Client’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Client. Consultant shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. Consultant, his/her servants, agents, and employees shall not use, disseminate or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Client. Upon completion of the Services, or termination of this Agreement, or at any time thereafter, Consultant and his/her servants, agents, and employees shall promptly return to the Client, or upon the request of the Client shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Consultant pursuant to his/her performance of the Services or otherwise belonging to the Client. If requested by Client, upon the termination or expiration of this Agreement with the Client, Consultant agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section; which may be provided by Client in its sole discretion and timing.
5. TERM AND TERMINATION
   1. This Agreement shall commence on [INSERT START DATE] and shall continue until the completion of the Services, or until terminated by either Party pursuant to section 7.2 of this Agreement.
   2. This Agreement may be terminated by either party if the other party defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within [INSERT NOTICE PERIOD FOR TERMINATION OF THE AGREEMENT] days after the service of written notice upon it of such default or breach.
6. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
7. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
8. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
9. GOVERNING LAW AND JURISDICTION
   1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
10. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. CONSULTANT: [MENTION THE EMAIL ID OR/AND ADDRESS OF CONSULTANT]
       2. CLIENT: [MENTION THE EMAIL ID OR/AND ADDRESS OF CLIENT]
11. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
12. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Consultant:

Name: [NAME OF CONSULTANT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CONSULTANT]

Signed, sealed and delivered on behalf of the Client:

Name: [NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CLIENT]