Retainership Agreement

What is Retainership Agreement?

A retainership agreement is essentially a work for hire contract where the monetary consideration for the work done is paid in advance. A retainership agreement encapsulates the terms and conditions between the parties for the work/services to be rendered, as also the consideration, referred to as the ‘retainer’ to be paid.

Why is Retainership Agreement required?

A retainership agreement is required to cement the mutually agreed terms between the parties with respect to the work required to be done/services to be rendered, as also the retainer to be paid. Signing a retainership agreement ensures clarity regarding the terms of the arrangement thereby reducing the risk of a dispute between the parties.

What should a Retainership Agreement cover?

A retainership agreement must cover the following:

• Particulars of the parties

• Duration/term of the agreement

• Detailed description of the work required to be done/services to be rendered

• The ‘retainer’ i.e. the money to be paid

• Terms of payment such as timeframe, mode etc.

• Action to be taken in case of default by either party

• Mode of termination

• Any other details specific to the retainership agreement sought to be executed such as confidentiality clause etc.   

Format for Retainership Agreement

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DRAFT OF  RETAINERSHIP AGREEMENT





THIS AGREEMENT is made at Bombay this __________ day of ___________________ 20___ between _____________________________ Co-operative Housing Society Ltd., having its registered office at ______________________________________ hereinafter referred to as "the party of the first part" and ABC, a legal portal having its registered office at______________________, hereinafter referred to as "the party of the second part".

WHEREAS the party of the first part is a co-operative housing society and requires the assistance of solicitors and legal advisors for drafting notices to be issued to members of the society, correspondence with the Bombay Municipal Corporation/ Registrar of Society, giving advice and solutions to internal problems of the members of the society in accordance with the Co-operative Societies Act, 1960 and the bye-laws of the society, etc.

AND WHEREAS the party of the first part has offered to appoint and retain the party of the second part to act for them as legal advisors and solicitors and the party of the second part have agreed to the said appointment and retainer ship;

AND WHEREAS the parties hereto have agreed to record the terms and conditions on which the party of the first part has agreed to appoint and retain the party of the second part to act for them as legal advisors and solicitors and the party of the second part has agreed to accept the said appointment and retainer ship;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.     The party of the first part hereby appoints and retains the party of the second part for drafting notices to be issued to members of the society, correspondence with the Bombay Municipal Corporation/ Registrar of Society, giving advice and solutions to internal problems of the members of the society in accordance with the Co-operative Societies Act, 1960 and the bye-laws of the society and all ancillary and incidental matters.

2.     The party of the first part shall pay to the party of the second part fees of Rs. (Rupees ------------only) per month. The said fees will be in lieu of and in satisfaction of all professional charges and expenses including the office expenses of the party of the second part but excluding any out of pocket expenses and costs incurred in relation to the assignment.

3.     The party of the first part shall also pay to the party of the second part all out of pocket expenses incurred by them in payment of traveling expenses, registration charges, etc. in respect of documents in relation to each transaction etc.

4.     The above fee quote is based on the assumption that there will be no material change in the scope. In the event of any material deviation in the foregoing assumption the parties hereto agree to re-assess and mutually revise the fee quote.

5.     Invoices will be raised by the party of the second part on a monthly basis and will be payable within 15 days. A detailed narrative stating the nature of the work done will accompany the invoice. The invoice shall also include details of any out of pocket expenses and costs incurred in relation to the assignment.

6.     The scope of the above services would not include any regulatory compliance (such as filings, etc. with statutory authorities, etc.), or providing substantive opinions or memoranda on any specific legal issue and the same will be charged separately.

7.     This agreement will not extend to any litigation civil or criminal or arbitration whether arising out of any transaction entrusted to the party of the second part or otherwise. If any such matter of litigation or any legal proceedings in a court of law or tribunal or arbitrator is entrusted to them, the party of the second part will be entitled to charge fees according to their usual practice.

8.     The party of the second part shall maintain full secrecy and shall not disclose any confidential matter or communication between the party of the first part and themselves to anybody else.

9.     The party of the second part shall not act in any matter entrusted to them for any other party concerned or connected with such matter.

10.  This agreement may be terminated by any party hereto by giving one month''s prior notice to the other without assigning reason and on the expiry of the said period from receipt of the notice this agreement shall stand terminated except in respect of matters which are already entrusted to the party of the second part and are not completed.

IN WITNESS WHEREOF the parties hereto have put their hands the day and year first hereinabove written.

Signed by the with in named)

______________ Co-operative)

Housing Society by its Secretary)

Mr. ___________________________)

In the presence of)

______________________________)

Signed by the with in named)

_________________________ ( retainers)

by its ( concerned authority)

Ms. ___________________________)

In the presence of)

______________________________)

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Documents Required for Retainership Agreement

A generic retainership agreement does not require any specific documents, however at the very least the ID proofs of the parties must be gathered to include correct particulars such as age and address in the agreement to aid identification.

Procedure for Retainership Agreement

Although there is no fixed procedure for executing a retainership agreement, any person must begin with availing the services and expertise of a documentation lawyer. An expert legal mind will help in formulating a document that can stand the test of law and protect the interests of both parties. The second step would be to mutually agree upon the terms of the agreement. Third is to ensure that the terms of the agreement are not unlawful and in line with the provisions of the Indian Contract Act as also the law of the land. Once all the terms have been agreed upon, the parties must read the document, verify its contents and sign the agreement making it binding upon them.

Legal Considerations for Retainership Agreement

A retainership agreement, like all contracts, must be meticulously drafted as per the law of the land and especially the Indian Contract Act, thereby ensuring its binding force on the parties. The terms of the agreement should not be unlawful so that it can be enforced in a court of law. The Stamp Duty to be paid depends on the local laws of each State.

How can a lawyer help to draft Retainership Agreement?

A retainership agreement in essence, is a legal document which has binding force on the parties and legal implications in case of default. Therefore, it is very important to avail the services of a good documentation lawyer to truly understand the implications of entering into a retainership agreement and help execute a valid agreement which can be legally enforced in a court of law. A lawyer will ensure that the interests of both the parties are protected, thereby significantly reducing the risk of a dispute. Also, the expertise of a lawyer will help execute a comprehensive document that covers for all contingencies that may arise in the future between the parties.

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