The Exclusive Management Agreement is a specialized contract used in the Indian business context when one entity wishes to delegate management responsibilities exclusively to another party. This document is essential when businesses seek professional management services while ensuring the service provider has exclusive rights to manage specified operations or assets. The agreement, governed by Indian law including the Indian Contract Act 1872 and related legislation, typically includes detailed provisions about management scope, exclusivity terms, compensation structures, and operational controls. It's particularly relevant for businesses undergoing professional management transformation, asset management arrangements, or specialized operational oversight where exclusive control is crucial for effective management.

1. Parties: Identification of the appointing entity and the management company, including their registered addresses and company details

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Scope: Express appointment of the manager, confirmation of exclusivity, and detailed scope of management services

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

6. Manager's Rights and Obligations: Detailed responsibilities, authority levels, and specific duties of the manager

7. Client's Obligations: Responsibilities and commitments of the appointing entity, including cooperation and information provision

8. Exclusivity Provisions: Specific terms ensuring and defining the exclusive nature of the arrangement

9. Fees and Payment Terms: Management fees, payment schedule, expenses, and any performance-based compensation

10. Representations and Warranties: Standard and specific warranties from both parties

11. Confidentiality: Protection of confidential information and trade secrets

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

13. Post-Termination Obligations: Obligations surviving termination, handover requirements, and transition arrangements

14. Indemnification: Mutual indemnification provisions and liability limitations

15. Governing Law and Dispute Resolution: Choice of Indian law and dispute resolution mechanisms

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