Exclusive Consulting Agreement Template for India

This document establishes an exclusive consulting relationship between a consultant and a client company under Indian law. It comprehensively outlines the terms of engagement, including scope of services, exclusivity provisions, compensation, intellectual property rights, and confidentiality obligations. The agreement incorporates specific requirements under Indian contract law, including compliance with the Indian Contract Act, 1872, and related legislation. It provides a robust framework for managing the consulting relationship while ensuring legal compliance with Indian regulatory requirements and business practices.

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What is a Exclusive Consulting Agreement?

This Exclusive Consulting Agreement is designed for situations where a company seeks to engage a consultant on an exclusive basis for specialized professional services in India. The document is particularly crucial when the consulting services are strategic or sensitive in nature, requiring protected access to confidential information and exclusive dedication from the consultant. It includes comprehensive provisions for intellectual property protection, confidentiality, non-compete obligations, and specific performance metrics, all aligned with Indian legal requirements. The agreement is structured to comply with Indian contract law while providing flexibility for various consulting arrangements, from strategic advisory to technical consulting. It's especially relevant when the client requires dedicated access to the consultant's expertise and wants to prevent the consultant from providing similar services to competitors.

What sections should be included in a Exclusive Consulting Agreement?

1. Parties: Identification of the consulting party and the client, including their registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. Scope of Services: Detailed description of consulting services to be provided, including deliverables and performance standards

5. Exclusivity: Terms establishing the exclusive nature of the consulting relationship and restrictions on both parties

6. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

7. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures

8. Obligations of the Consultant: Specific duties, responsibilities, and standards of performance expected from the consultant

9. Obligations of the Client: Client's responsibilities including providing necessary information, access, and resources

10. Confidentiality: Protection of confidential information, trade secrets, and business information

11. Intellectual Property Rights: Ownership and rights to work products, pre-existing IP, and developed materials

12. Representations and Warranties: Statements of fact and promises made by both parties regarding their capacity and authority

13. Indemnification: Protection against losses and liability allocation between parties

14. General Provisions: Standard clauses including notices, assignment, severability, and entire agreement

What sections are optional to include in a Exclusive Consulting Agreement?

1. Non-Compete: Restrictions on competitive activities, used when consultant may have access to sensitive market information

2. Non-Solicitation: Restrictions on hiring or soliciting employees/clients, important for protecting business relationships

3. Insurance: Requirements for professional liability or other insurance coverage, relevant for high-risk consulting services

4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or critical service arrangements

5. Dispute Resolution: Specific procedures for resolving disputes, including mediation or arbitration, important for high-value contracts

6. Compliance with Laws: Specific regulatory compliance requirements, necessary for regulated industries or specialized consulting

7. Data Protection: Specific provisions for handling personal data, required when consulting involves data processing

8. Change Control: Procedures for modifying scope or services, useful for long-term or complex consulting arrangements

What schedules should be included in a Exclusive Consulting Agreement?

1. Schedule A - Scope of Services: Detailed breakdown of consulting services, deliverables, and performance metrics

2. Schedule B - Fee Schedule: Detailed fee structure, payment milestones, and expense policies

3. Schedule C - Key Personnel: List of key consultant team members and their roles/responsibilities

4. Schedule D - Service Levels: Specific performance standards, response times, and quality metrics

5. Schedule E - Client Materials: List of materials, information, and resources to be provided by the client

6. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and procedures

7. Appendix 2 - Compliance Requirements: Specific regulatory or industry compliance requirements

8. Appendix 3 - Required Reports: Templates and specifications for required reporting and documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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