General Counsel Retainer Agreement Template for India

The General Counsel Retainer Agreement is essential for companies seeking to establish a formal, ongoing relationship with legal counsel in India. This document is typically used when a company requires regular legal support and advisory services but may not want to maintain a full-time in-house legal department, or wishes to supplement existing legal resources. The agreement must comply with Indian legal framework, particularly the Indian Contract Act, 1872, and the Advocates Act, 1961. It details the scope of legal services, fee structures, reporting relationships, confidentiality obligations, and professional standards while addressing specific requirements under Indian corporate and legal services regulations. The document is crucial for ensuring clear understanding of roles, responsibilities, and expectations between the company and its legal counsel, while providing flexibility for evolving legal needs.

1. Parties: Identification of the company and the general counsel/law firm, including full legal names and addresses

2. Background: Context of the agreement and brief description of the company's need for general counsel services

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Confidential Information', 'Work Product', etc.

4. Scope of Services: Detailed description of legal services to be provided, including regular duties and responsibilities

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party

6. Fees and Payment Terms: Monthly retainer amount, billing rates, payment schedule, and expense reimbursement policy

7. Obligations of the General Counsel: Professional responsibilities, availability, reporting requirements, and quality of service commitments

8. Company's Obligations: Company's duties including providing necessary information, cooperation, and access to resources

9. Confidentiality: Protection of confidential information, trade secrets, and attorney-client privileged communications

10. Conflicts of Interest: Procedures for identifying and handling potential conflicts of interest

11. Intellectual Property: Ownership of work product and materials created during the engagement

12. Indemnification: Mutual indemnification provisions and liability limitations

13. Insurance: Professional liability insurance requirements and coverage minimums

14. Governing Law and Jurisdiction: Choice of law and forum for dispute resolution

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