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The Professional Services Retainer Agreement is essential for businesses and professionals in India who engage in ongoing professional service relationships. This document is commonly used when a client requires regular access to professional expertise or services on a recurring basis, rather than project-based engagements. The agreement, governed by Indian law, particularly the Indian Contract Act, 1872, establishes the framework for service delivery, compensation, and mutual obligations. It includes critical provisions for confidentiality, intellectual property protection, service standards, and liability limitations, while ensuring compliance with Indian regulatory requirements, including GST and professional service regulations. This type of agreement is particularly valuable for long-term professional relationships where consistent access to expertise is required and regular billing arrangements need to be established.

1. Parties: Identification of the service provider and client, including full legal names, addresses, and company registration details if applicable

2. Background: Context of the agreement, brief description of the parties' business, and purpose of entering into the retainer arrangement

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Fees', 'Term', etc.

4. Scope of Services: Detailed description of the professional services to be provided under the retainer arrangement

5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions

6. Fees and Payment Terms: Retainer fee structure, payment schedule, expenses, and invoicing process

7. Service Provider's Obligations: Key responsibilities, service standards, and performance requirements

8. Client's Obligations: Client's responsibilities, including provision of information and cooperation

9. Confidentiality: Protection of confidential information and trade secrets

10. Intellectual Property: Ownership and rights related to work products and pre-existing IP

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. General Provisions: Standard boilerplate clauses including notices, governing law, dispute resolution