1. Parties: Identification of the consulting firm/individual and the client company, including full legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the client's need for HR consulting services and consultant's expertise
3. Definitions: Key terms used throughout the agreement including 'Services', 'Deliverables', 'Confidential Information', 'Intellectual Property'
4. Scope of Services: Detailed description of HR consulting services to be provided, including core responsibilities and deliverables
5. Term and Engagement: Duration of the retainer agreement, including start date and renewal terms
6. Fees and Payment Terms: Monthly retainer fee, payment schedule, expenses policy, and invoicing procedures
7. Obligations of the Consultant: Consultant's commitments regarding service delivery, professional standards, and availability
8. Client's Obligations: Client's responsibilities including providing necessary information, access, and cooperation
9. Confidentiality: Provisions for handling confidential information, including employee data and business information
10. Intellectual Property Rights: Ownership of materials, reports, and deliverables created during the engagement
11. Limitation of Liability: Extent and limitations of consultant's liability for services provided
12. Termination: Conditions and process for ending the agreement by either party
13. Non-Solicitation: Restrictions on hiring or soliciting employees or clients from either party
14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
15. Notices: Process and addresses for formal communications between parties
16. General Provisions: Standard clauses including severability, entire agreement, and amendments
