Professional engagement letter
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PROFESSIONAL ENGAGEMENT LETTER
Firm name
Firm address
Firm email | Firm phone
Date of letterPlace of letter
To,
Client name
Client address
Sub: Engagement for provision of professional services — Letter of Engagement
Dear Client salutation,
1.We thank you for approaching us and are pleased to confirm our engagement on the terms set out below. This letter, together with the SCHEDULE hereto, constitutes the entire agreement between Firm name (the "Firm") and Client name (the "Client") (together the "Parties") in respect of the engagement and shall take effect on and from Effective date (the "Effective Date").
2.Scope of Services. The Firm shall provide the following professional services (the "Services"):
•Service description 1
•Service description 2
•Service description 3
3.The Services are limited strictly to the scope described in paragraph 2. Any work falling outside that scope shall be undertaken only upon a written variation agreed between the Parties, and shall be charged separately in accordance with paragraph 5.
4.Professional Standards. The Firm shall perform the Services with reasonable skill, care and diligence consistent with the standards of a competent professional practising in City of professional practice, and in accordance with applicable law, including, where relevant, the Advocates Act, 1961 and the rules and regulations of the Bar Council of India.
5.Fees. The Client shall pay the Firm professional fees as follows:
| Item | Terms |
|---|---|
| Professional fees | Fee amount (Fee amount in words) Fee basis (lump sum / hourly / retainer) |
| Out-of-pocket expenses | Reimbursable at actuals against supporting vouchers |
| Statutory charges | Court fees, stamp duty, registration fees, filing fees and similar charges at actuals |
| Taxes | Fees and expenses shall additionally attract GST at the applicable rate under the CGST Act, 2017, if applicable |
6.Billing and Payment.
(a)The Firm shall raise invoices Billing frequency.
(b)Each invoice shall be payable within Payment days days of receipt, by Payment mode, to Bank account details.
(c)Amounts remaining unpaid beyond Grace period days days of the due date may, at the Firm's discretion, attract interest at Interest rate per annum% per annum, and the Firm may suspend performance of the Services until dues are cleared, without prejudice to its other rights under the Indian Contract Act, 1872.
7.Client Responsibilities. The Client shall:
(a)provide promptly all documents, information and instructions reasonably required for the performance of the Services;
(b)ensure that all information furnished is true, complete and not misleading; and
(c)nominate Client contact name, Client contact designation as its point of contact.
8.Reliance on Instructions. The Firm may rely on instructions and information provided by the Client or its authorised representatives, and shall not be liable for any loss arising from information or instructions that are inaccurate, incomplete or delayed.
9.Confidentiality. Each Party shall keep confidential all information received from the other in connection with the engagement, whether marked confidential or not, and shall not disclose it except (a) with the prior written consent of the disclosing Party; (b) to professional advisers bound by confidentiality; or (c) as required by law, court order or a regulatory authority. This obligation shall survive termination of the engagement for a period of Confidentiality survival years years.
10.Conflict of Interest. The Firm warrants that, to the best of its knowledge, no conflict of interest presently exists in acting for the Client. If a conflict arises, the Firm shall promptly inform the Client and, if the conflict cannot be managed, shall withdraw in accordance with professional conduct rules.
11.Intellectual Property and Documents. All documents, drafts, opinions and work product prepared by the Firm in the course of the engagement shall be delivered to the Client upon payment of all sums due. The Client's papers and property shall be returned on request upon completion of the engagement.
12.Limitation of Liability.
(a)The Firm's aggregate liability to the Client in connection with the engagement, in contract, tort (including negligence) or otherwise, shall not exceed Liability cap amount.
(b)The Firm shall not be liable for indirect or consequential loss, loss of profit, or loss of business opportunity.
(c)Nothing in this letter limits liability that cannot lawfully be limited.
13.Termination.
(a)Either Party may terminate the engagement by Notice period for termination days' prior written notice to the other.
(b)The Firm may terminate the engagement forthwith by written notice if the Client fails to pay fees when due, provides misleading information, or if continued engagement would breach professional conduct rules.
(c)Upon termination, the Client shall pay all fees and expenses accrued up to the date of termination, and the Firm shall take steps to mitigate prejudice to the Client's interests, including facilitating transfer of the brief to successor professionals.
14.Force Majeure. Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, strikes, or governmental restrictions, provided the affected Party notifies the other promptly and resumes performance as soon as practicable.
15.Anti-Bribery and Compliance. Each Party shall comply with applicable Indian law, including the Prevention of Corruption Act, 1988, and shall not offer, pay or accept any inducement in connection with the engagement.
16.Data Protection. The Firm shall handle personal data received in the course of the engagement in accordance with applicable Indian data protection law and shall use it solely for the purposes of the engagement.
17.Non-Exclusivity. Nothing in this letter prevents the Firm from acting for other clients, provided the obligations of confidentiality and conflict management under paragraphs 9 and 10 are observed.
18.Dispute Resolution and Governing Law.
(a)This letter shall be governed by and construed in accordance with the laws of India, and the courts at Exclusive jurisdiction city shall have exclusive jurisdiction, save as provided in paragraph 18(b).
(b)Any dispute arising out of or in connection with this letter which is not resolved by good-faith negotiation within Negotiation period days days may be referred to arbitration by a sole arbitrator mutually appointed, or failing agreement, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Arbitration seat and venue and the language shall be English.
19.Entire Agreement and Amendment. This letter constitutes the entire agreement between the Parties regarding the engagement and supersedes all prior discussions. No amendment shall be effective unless in writing and signed by both Parties.
20.Notices. Notices shall be in writing and delivered by hand, registered post with acknowledgement due, or email to the addresses stated above, and shall be deemed received on delivery or, in the case of email, on the next business day absent a delivery-failure notification.
21.Stamp Duty and Registration. The Parties acknowledge that this letter is executed Stamp duty position note and the Firm shall not be required to register it under the Registration Act, 1908 unless the Parties agree otherwise in writing.
22.Acceptance. Please sign and return the enclosed duplicate of this letter to confirm your acceptance of its terms. If we do not receive the signed duplicate within Acceptance period days days, we may withdraw this offer of engagement.
23.The Firm looks forward to a professional and productive association with the Client.
Yours faithfully,
For Firm name
Firm signatory name
Firm signatory designationName and Signature
ACCEPTED AND AGREED
For and on behalf of Client name
Client signatory name
Client signatory designationName and Signature
Client signature dateDate
WITNESSES:
1.Witness 1 name, Witness 1 address
2.Witness 2 name, Witness 2 address