RETAINER AGREEMENT
This RETAINER AGREEMENT (hereinafter referred to as the
“Agreement”) is executed on this 14th day of June, 2024.
BY AND BETWEEN
Lectio Law (Advocates & Solicitors), having its main offices at S-241,
Greater Kailash II – New Delhi (110048), through its Founder and
Managing Partner (hereinafter referred to as the ‘Firm’, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to
include its successors and assigns) of the ONE PART
AND
Ms. _______, D/o ________, R/o __________(having AADHAR No. ________ and
PAN Card No. __________, (hereinafter referred to as the ‘Retainer’) of the
OTHER PART
(The Firm and the Retainer shall collectively be referred to as the ‘Parties’
and individually as a ‘Party’ – as the context may require)
Recitals
A. The Firm is a professional full services law firm engaged in
tendering legal advice to its Clients;
B. The Retainer, has been engaged by the Firm with effect from 2 nd July,
2024 and has represented that he/ she holds a valid degree in law from a
university that is recognised by the Bar Council of India and (*):
is duly enrolled with the Bar Council of [____], vide
enrollment number _ _ _ _ _ _ and that he/ she is
du1y qualified and registered to practice law in India
Being a fresh law graduate is yet to take the All India
Bar Examination, which, the Retainer undertakes to
take at the first instance such examination is
conducted after execution of this Agreement and
thereupon undertakes to expeditiously complete
enrolment with the jurisdictional Bar Council
(*) Please select the option applicable by putting a tick mark against it
C. Relying on the representations provided by the Retainer
and on the acknowledgment by the Retainer that the terms set
out herein are just, fair, equitable and devised keeping in mind
the mutual intention of the Parties, the Parties have agreed to
enter into this Agreement and the Firm has on and from the
Effective Date agreed to avail the services of Retainer, on a
retainer basis, upon the terms and conditions stipulated herein.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS
1. Retainership
1.1 In lieu of the Retainership Fees provided hereinafter, the sufficiency of
which is hereby acknowledged by the Retainer, the Retainer hereby
executes this Agreement, undertaking the obligations provided herein,
including rendering his/her services to and/or at the behest of the Firm, on
an exclusive basis, on the terms and conditions set out hereunder. This
Agreement shall be deemed to have come into effect from 2nd July 2024
(the “Effective Date”).
1.2 The retainer shall be entitled to a monthly salary of INR _______ (per
month) for an initial period of six months.
1.3 It is hereby acknowledged that the retainer will be on the Firm's payroll
even prior to the Firm's incorporation
1.4 The retainer shall be kept on probation for a period of six months with
effect from 2nd July 2024 and the extension beyond the probation period
shall depend on the performance of the retainer which shall be assessed
by the partners of the firm.
1.5 The retainer shall be bound to serve notice period of ONE month from
the Effective Date till the retainer is working with the firm if the retainer or
the firm wants to put an end to this contract.
1.6 The retainer shall be entitled to a referral fee of 20% on the fees paid
to the firm by the client referred by the retainer to the firm. This referral
amount shall be over and above the retainer fee referred to in Clause 1.2.
1.7 During the Term of the Agreement, the Retainer shall be strictly bound
by the Agreement and the rules, policies, and procedures of the Firm, as
applicable on the date of commencement and as amended from time to
time.
2. Terms and Conditions
This Agreement shall be effective from the Effective Date and shall continue
in full force and effect, unless otherwise terminated in accordance with the
provisions of this Agreement (the “Term”).
3. Services
The Retainer agrees that he/she shall be responsible and liable for any
obligation, present or future, actual or contingent devolving on the Firm,
including any loss suffered by the Firm, which occurs due to, in connection
with or arising out of or as a result of any fraud, gross negligence or willful
default of the Retainer in his/her performance of any of the services under this
Agreement or otherwise observance of any of his/her other obligation under the
terms of regard shall survive the termination of this Agreement.
4. Retainer Fees and Taxes
4.1 For all services rendered by the Retainer under this Agreement as
well as towards performance of other obligations of the Retainer under the terms
of this Agreement (including specifically the non-compete and non-solicit
obligations), the Firm shall pay the Retainer such fees as is intimated to the
Retainer from time to time in writing (the “Retainer Fees”). The Retainer Fees
shall be reviewed and be adjusted as determined by the Firm, in its sole
discretion, taking into account the performance of the Retainer.
4.2 The Retainer's compensation shall be INR __________for a period of six
months; shall be subject to withholding tax for all central, state or local taxes as
applicable, including income and other similar taxes.
5. Rules & Regulations
5.1 The Retainer agrees to be strictly bound by and perform the services
required to be performed by him/her pursuant to the terms of this Agreement, all
applicable rules, regulations, policies and procedures of the Firm (as may be
amended, altered, modified or reissued from time to time at the sole discretion
of the Firm).
6. Termination
6.1 The Firm shall be entitled to forthwith terminate this Agreement at any
time during the term of this Agreement on account of any material deficiency in
the services provided by the Retainer or any material breach by the Retainer of
any of the terms & conditions of this Agreement, or on the grounds of fraud,
misconduct, theft or malfeasance on part of Retainer or conduct of a disruptive,
felonious or criminal nature or conduct involving moral turpitude or on grounds
of any negligence, wil1fu1 act or omission on the part of Retainer in rendering
services pursuant to this Agreement. Further, the Firm reserves the right to
forthwith terminate this Agreement for any act of the Retainer which would make
retention of the Retainer by the Firm prejudicial to the best interests of the Firm,
as determined by the Firm at its sole discretion. The Parties agree that the right
of the Firm to terminate this Agreement is without prejudice to the other rights
or remedies that may be available to the Firm under this Agreement or under
applicable laws.
6.2 The Retainer shall during the notice period and in any event prior to
his/her cessation of retainership at the Firm (for any reason whatsoever)
mandatorily deliver to the Firm any and all records, manuals, books, blank forms,
emails, agreements, documents, letters, manuscripts, letter heads, business
cards of clients and unused business cards of the Retainer, The Retainer shall
certify the return of all such Firm property as described above in writing and
undertake to observe all post- termination covenants set forth in this Agreement
or as may otherwise be reasonably required by the Firm.
6.3 The Retainer shall during the notice period and in any event prior to
his/her cessation of Retainership at the Firm mandatorily execute and provide
the Leaving Form and Undertaking as required by the Firm and any other
documents as required by the Firm. The Retainer shall not market, mention or
use the details of the client matters/ details which are not in public domain in
which he/she has worked during his/her association with the Firm (including in
case of such Retainer joining another law firm/ law office, in such law firm's/ 1aw
office's or his/her experience statement).
7. Certain covenants of the Retainer
7.1 The Retainer hereby agrees that during the term of this Agreement,
he/she will not render any services to any third party other than the clients
designated to the Retainer by the Firm (and only to the extent so required by the
Finn) without the express prior written approval of the Finn.
7.2 Non-Solicitation: The Retainer acknowledges and agrees that he/she
upon termination of this Agreement will not directly or indirectly for a period of
12 months solicit the clients of the Firm by offering to provide any kind of
services or induce any colleague of the Firm to terminate his/her engagement
from the Firm. Retainer, further, agrees that he/she will also inform the Firm
immediately of any such proposal / inducement by any other colleague / former
colleague while in the services of the Finn. In case a client or colleague approach
Retainer in this regard during the period, Retainer agrees to promptly inform a
Partner / Managing Partner of the Firm. The obligation of the Retainer under
clause 8.2 shall survive the termination of this Agreement.
8. Confidential Information and Intellectual Property Rights
8.1 Confidential Information: The Retainer acknowledges that, during
the term of his/her retainership with the Firm, he/she will occupy a position of
trust and confidence and he/she would be exposed to and have access to
Confidential Information pertaining to the Firm and/or Third Parties with which
the Firm may have professional relationships and to which the Retainer will be
provided access to perform the services required of him/her during the
retainership. Herein, the “Confidential Information” shall be deemed to mean
and include any information, documentation, data, know-how that is disclosed to
him/her by or on behalf of the Firm or its clients or which may otherwise come in
to his/her possession during performance of his/her services hereunder and
specifically includes client relationship lists. other subject matter pertaining to
the Firm or any of its clients including the charge out rates for professional
services provided by the Firm or any of its affiliates or any services or work done
by the Retainer for the Firm including the amount of Retainer Fees or any other
payments received by the Retainer from the Firm.
8.2 Intellectual Property Rights: The Retainer acknowledges and agrees that
the intellectual property in any form whatsoever, whether developed by the
Retainer during performance of his/her services, whether registered or
copyrightable (including but not limited to the intellectual property contemplated
by this Agreement) belongs to the Firm.
8.3 With reference to all Confidential Information and intellectual property
rights, the Retainer agrees that he/she shall not, without the prior written
approval of the Firm (i) use any Confidential Information for his/her own benefit,
whether such benefit be in monetary terms or otherwise; (ii) copy it, in any form
or manner and through any media of copying whatsoever; (iii) publish or
disseminate it, (iv) modify or adapt it for any purpose; (v) disclose it to any Third
Party in any manner, (vi) permit it to be used by any Third Party for its own
benefit, or for the benefit of the Retainer or for any other purpose; (vii) cause, by
any unauthorised or wilful act of commission or omission, the Confidential
Information to fall into the public domain.
9. Miscellaneous
9.1 Disputes:
In the event of a dispute, difference, claim or controversy in connection with the
interpretation or implementation or termination of this Agreement or the
performance of any obligation hereunder even post such termination (each a
“Dispute”) between the Firm and the Retainer, the Firm or the Retainer, as the
case may be, shall communicate the same by written notice to the other. The
Firm and the Retainer shall endeavor to resolve the Dispute in good faith within
30 (thirty) days of such notice, failing which, the Firm or the Retainer may invoke
this arbitration clause under notice to the other. The Dispute shall then be
referred to and resolved by arbitration in accordance with the Arbitration and
Conciliation Act, 1996 and relevant rules as amended upto date.
9.2 Governing Law and Jurisdiction:
This Agreement shall be governed by the laws of India and shall be subject to the
exclusive jurisdiction of the courts located at New Delhi.
IN WITNESS WHEREOF the Parties have entered into this Agreement on the date
first written above.
(_____________________) (WASIM BEG)
RETAINER FOUNDER& MANAGING PARTNER