RETAINER PLAN

SHREEJEE LEGAL ASSOCIATES

One Platform. All Legal Solutions. Worldwide.

SHREEJEE LEGAL ASSOCIATES offers structured retainer arrangements designed to provide clients with continuous, reliable, and priority-based legal services. Our retainer plans ensure access to dedicated legal professionals for advisory, drafting, compliance, dispute management, and representation before courts and statutory authorities. Each retainer is customized to the nature of the client’s business, the jurisdictions involved, and the volume and complexity of legal work required.

I. SERVICE TIERS

1. Basic Retainer

Suitable for individuals, professionals, and small enterprises requiring limited but essential legal support.

Scope may include:

Routine legal advisory

Review of standard contracts

Preparation of simple legal documents

Periodic compliance guidance

Email-based consultations

2. Standard Retainer

Designed for growing businesses with recurring legal work across multiple functions.

Scope may include:

Drafting, vetting and negotiation of commercial agreements

Advisory on regulatory, corporate and tax matters

Assistance with compliance filings

Responses to notices from statutory authorities

Priority communication support

3. Premium / Enterprise Retainer

Intended for corporate entities, institutions, and clients requiring comprehensive, end-to-end legal management.

Scope may include:

Unlimited requests (subject to fair usage)

Dedicated legal team or relationship manager

Representation before courts, tribunals and authorities

Litigation documentation, strategy and appearances

End-to-end handling of regulatory, corporate, tax or dispute matters

Multi-jurisdictional coverage (national/international)

II. INFORMATION REQUIRED FOR RETAINER ASSESSMENT

To enable us to prepare an appropriately structured retainer proposal, kindly provide the following details:

1. Nature and Category of Legal Services Required

Please specify the types of legal services anticipated under the retainer, such as:

Legal advisory (corporate, commercial, regulatory, tax, labour, IP, etc.)

Drafting, vetting and negotiation of contracts

Preparation of legal notices, replies, affidavits, undertakings, declarations

Corporate documentation (resolutions, minutes, filings, agreements)

Intellectual property matters (trademarks, copyrights, patents)

Compliance and regulatory filings

Due diligence (business, property, financial, legal)

Taxation matters (GST, Income Tax, appellate matters)

Litigation documentation (plaints, petitions, written statements, appeals)

Dispute resolution, mediation, arbitration support

Other specialized services as may be required

2. Courts, Forums and Authorities Where Services Are Required

Kindly indicate the jurisdictions and authorities before which assistance or representation may be required:

District & Sessions Courts

High Courts (specify state)

Supreme Court of India

Consumer Commissions (District/State/National)

Commercial Courts

RERA Authorities & Tribunals

Labour Courts & Labour Authorities

GST Authorities (Adjudicating, Appellate, Investigation, Advance Ruling etc.)

Income Tax Department, ITAT

NCLT / NCLAT

DRT / DRAT

CESTAT / SAT / Other Tribunals

Police authorities, Magistrates & Criminal Courts

Registrar of Companies (RoC) / MCA

Intellectual Property Offices

Any other authority or jurisdiction relevant to your operations

3. Specific Nature of Assistance Required

Please specify which functions are expected under the retainer:

Drafting and preparation of legal documents

Filing/submission of applications, replies, complaints or representations

Legal research and opinion writing

Negotiation and contract finalization

Regular compliance monitoring and reporting

Attendance and representation before authorities/courts

Management of litigation portfolio

Advisory to internal teams on legal queries

Ongoing end-to-end handling of legal matters

4. Frequency and Volume of Services

Please indicate the expected frequency of legal engagement:

Occasional / as required

Weekly

Monthly

Quarterly

Project-based

Continuous ongoing support

Kindly also mention the approximate number of monthly or annual legal tasks/services anticipated.

5. Client / Business Profile

To understand the operational context, please share:

Nature of business, profession or individual status

Industry sector

Scale of operations (locations, employees, departments, turnover etc.)

Areas of legal exposure

Existing disputes, litigation or compliance concerns

Upcoming transactions, expansions or regulatory deadlines

6. Supporting Documentation (Optional)

Clients may provide:

Copies of contracts, notices or orders

Company incorporation and statutory documents

Past litigation papers

Compliance records

Any material relevant to scope determination

All documents received are treated with strict confidentiality.

III. RETAINER PROCESS

Submission of required information and documents

Preliminary assessment and consultation

Preparation of retainer proposal outlining scope, responsibilities, timelines and fee structure

Execution of retainer agreement

Commencement of services with dedicated personnel assigned

IV. WHY ENGAGE US ON RETAINER?

Consistent and reliable legal support

Predictable monthly cost structure

Priority handling and faster turnaround time

Access to multi-disciplinary legal expertise

Pan-India and international capability

Transparent communication and reporting

One-point contact for all legal requirements

CORPORATE RETAINER AGREEMENT

This Corporate Retainer Agreement (“Agreement”) is executed on this ___ day of _______ , 20

BY AND BETWEEN

SHREEJEE LEGAL ASSOCIATES , having its principal office at , hereinafter referred to as the “Firm” (which expression shall include its partners, associates, employees, successors, and permitted assigns)

AND

_ , a company incorporated under the Companies Act, 2013 / applicable law, having its registered office at _______________________________________, hereinafter referred to as the “Client” (which expression shall include its affiliates, subsidiaries, successors, and permitted assigns).

The Firm and the Client are hereinafter collectively referred to as the “Parties.”

1. PURPOSE OF AGREEMENT

The Client wishes to engage the Firm to provide continuous legal services on a retainer basis, including advisory, drafting, due diligence, compliance management, dispute resolution support, and representation before courts/authorities, subject to the terms herein.

2. DEFINITIONS

“Services” means all legal and professional services to be provided by the Firm under this Agreement.

“SLA” means the Service Level Agreement defining timelines, deliverables, response times and performance standards.

“Work Request” means any request for service raised by the Client through email, portal, or authorized mode of communication.

“Business Days” means Monday to Friday, excluding weekends and declared public holidays.

3. SCOPE OF SERVICES

The Firm shall provide comprehensive legal services, including but not limited to:

3.1 Corporate & Commercial Advisory

Business structuring, regulatory compliance, corporate governance

Advisory on Companies Act, FEMA, Labour Laws, GST, Income Tax, IP, IT/DP Act

Review of business practices for legal risk assessment

3.2 Drafting, Vetting, and Negotiations

Drafting and reviewing commercial agreements, NDAs, MoUs, employment contracts

Drafting policies, SOPs, internal corporate documents

Contract negotiation support with third parties

3.3 Litigation & Dispute Support

Drafting pleadings, responses, notices, affidavits, W.S., rejoinders

Legal strategy formulation, risk evaluation

Representation through self or engaged counsels before:

District Courts

High Courts

Supreme Court

NCLT/NCLAT, CESTAT, ITAT, DRT/DRAT

Consumer Commissions (District/State/National)

RERA, Labour Courts, GST & Tax Authorities

( Appearance fees may apply as per commercial terms )

3.4 Regulatory & Compliance Management

RoC filings, GST filings, regulatory submissions

Responding to notices, show cause communications

Assistance in inspections, raids, investigations

3.5 Contract & Document Management Support

Maintaining a central repository of contracts

Providing alerts for renewals, deadlines, compliance events

3.6 Dedicated Relationship Management

One-point contact

Scheduled meetings

SLA monitoring

4. EXCLUDED SERVICES

(available at additional cost)

Government fees, stamp duty, penalties, statutory payments

Senior counsel fees

Travel and out-of-pocket expenses

Complex litigation beyond agreed monthly limits

International work requiring foreign counsel

Large-scale due diligence or M&A transactions (unless itemized separately)

5. RETAINER FEES & PAYMENT TERMS

5.1 Monthly Retainer

The Client shall pay:

INR __________________ per month (plus applicable taxes)

Invoice payable within 15 days of receipt.

5.2 Additional Charges

Court appearances: INR _________ per appearance

Major pleadings (petitions/appeals): INR _________

Outstation travel: at actuals

Urgent work (48 hours turnaround): +25% premium

5.3 Annual Review

Fees may be revised annually based on inflation, workload, and scope change.

6. SERVICE LEVEL AGREEMENT (SLA)

6.1 Response Time

The following table outlines response times by Service Type: General Queries, 1–2 Business Days; Contract Review, 3–5 Business Days; Drafting New Agreements, 5–7 Business Days; Urgent Notices/Replies, 24 hours; Appearance Requests, Same day acknowledgment.

6.2 Delivery Timelines

Standard agreements: 3–5 days

Complex contracts: 7–10 days

Opinions: 5–7 days

Litigation documents: 3–7 days depending on complexity

6.3 SLA Credits (Optional Clause)

If Firm fails to meet SLAs repeatedly (3 consecutive failures without justified reasons), the Client may:

Seek retainer fee reduction (up to 5%)

Request replacement of personnel

Trigger dispute escalation

7. REPORTING & REVIEW MECHANISM

7.1 Monthly Reports

The Firm shall provide a Monthly Legal Activity Report covering:

Summary of work completed

Pending tasks

Upcoming deadlines

Compliance alerts/renewals

Litigation updates

7.2 Quarterly Review Meetings

Formal review meetings shall be conducted quarterly to:

Evaluate SLA adherence

Assess business changes

Modify scope if needed

Discuss performance metrics

7.3 Annual Legal Audit (Optional)

Firm will perform an annual audit of:

Contracts

Compliance status

Litigation risks

Regulatory obligations

8. ESCALATION MATRIX

The escalation levels are: Level 1, Relationship Associate, 24 hours; Level 2, Senior Attorney, 48 hours; Level 3, Managing Partner, 72 hours.

9. CONFIDENTIALITY & DATA PROTECTION

9.1 Confidentiality

Both Parties shall maintain strict confidentiality of all documents, data, and communication.

Confidentiality shall survive termination for 5 years .

9.2 Non-Disclosure

Firm shall not disclose Client information except:

Where required under law

Where Client provides written consent

For engaging external counsel (with confidentiality undertakings)

9.3 Data Protection

Firm shall:

Comply with applicable data privacy laws

Maintain secure digital storage

Restrict access to authorized personnel only

(Full details in Annexure I)

10. TERM, RENEWAL & TERMINATION

10.1 Term

This Agreement is valid for 12 months from commencement.

10.2 Renewal

Automatically renewable unless either Party gives 30 days’ notice.

10.3 Termination

By either party: 30 days’ written notice

Immediate termination for:

Non-payment

Misconduct or fraud

Conflict of interest

Breach of confidentiality

10.4 Effect of Termination

Firm shall hand over work-in-progress summaries

All outstanding invoices shall become immediately payable

Digital files may be shared upon clearance of dues

11. INTELLECTUAL PROPERTY

All drafts, opinions, and documents remain Firm’s intellectual property until full payment is made.

Client may use documents solely for its business operations.

12. DISPUTE RESOLUTION

Step 1: Negotiation

Step 2: Mediation

Step 3: Arbitration under Arbitration & Conciliation Act, 1996

Place of Arbitration: __________________

Language: English

Arbitrator: mutually appointed

13. GOVERNING LAW

Agreement governed by laws of India.

Courts at __________________ shall have exclusive jurisdiction.

14. AMENDMENTS

Any modification must be in writing and signed by both Parties.

15. NOTICES

All notices shall be sent to addresses stated above via:

Registered post

Email (official ID)

Courier

ANNEXURE I – CONFIDENTIALITY & DATA PROTECTION FRAMEWORK

1. Data Handling

Encryption for all Shared Documents

Role-based access control

Secure disposal of outdated records

2. Classification of Data

Confidential (contracts, litigation files)

Highly Confidential (financials, IP, employee data)

Public (allowed communications)

3. Cybersecurity Measures

Firewall-protected networks

Regular audits

Antivirus and email protection systems

4. Third-Party Engagements

Any external counsel/consultant will sign:

NDA

Data Processing Addendum

ANNEXURE II – SCOPE MATRIX

The scope matrix includes: Advisory - ✓ Routine advisory, ✗ Extensive research projects; Drafting - ✓ Standard agreements, ✗ M&A, complex cross-border contracts; Litigation - ✓ Drafting, strategy, ✗ Senior counsel fees, travel, major trials; Compliance - ✓ Routine filings, ✗ Historical backlog cleanup; Representation - ✓ Before specified authorities, ✗ New jurisdictions without addendum.

SIGNATURES

For SHREEJEE LEGAL ASSOCIATES

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

For the Client

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is made on this ___ day of _______ , 20

BY AND BETWEEN

1. SHREEJEE LEGAL ASSOCIATES , having its principal office at , (hereinafter referred to as the “Disclosing Party” or the “Receiving Party” , as the context may require),

AND

2. ______ , a [Company / Individual / Firm] having its registered / principal office at ________________________________________, (hereinafter referred to as the “Disclosing Party” or the “Receiving Party” , as the context may require).

SHREEJEE LEGAL ASSOCIATES and the other Party are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

1. PURPOSE

The Parties intend to engage in discussions, evaluations, professional engagements and/or exchange of information relating to:

_____________________________________________

(“Purpose”).

For the Purpose, each Party may disclose Confidential Information (defined below) to the other Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” includes all information disclosed by either Party, whether oral, written, electronic, or otherwise, including but not limited to:

Legal documents, drafts, pleadings, strategies

Business operations, financial data, tax records

Contracts, commercial proposals, pricing, processes

Client lists, employee data, personal information

Research, dispute-related information, case details

Intellectual property, trade secrets, know-how

Any information marked as “confidential” or which a reasonable person would consider confidential

Confidential Information includes information disclosed before or after execution of this Agreement.

3. EXCLUSIONS

Information shall not be considered confidential if:

It is or becomes publicly available without breach of this Agreement;

It is received lawfully from a third party without confidentiality obligations;

It is independently developed without reference to Confidential Information;

Disclosure is required by law, court order, or authority (with prior notice to the other Party where legally permissible).

4. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall:

Maintain confidentiality using at least the same standard as used for its own sensitive information

Not disclose Confidential Information to any third party without prior written consent

Not use the Confidential Information for any purpose other than the Purpose

Restrict access to employees, representatives, or professionals on a strict need-to-know basis

Ensure such persons are bound by confidentiality obligations

5. PERMITTED DISCLOSURES

Disclosure is permitted to:

Lawyers, auditors, financial advisors, consultants engaged by the Receiving Party

Employees who require the information for the Purpose

Provided that such persons are bound by confidentiality obligations no less strict than those in this Agreement.

6. OWNERSHIP

All Confidential Information remains the exclusive property of the Disclosing Party.

No license, rights, or interest in the information is granted except as expressly stated.

7. RETURN OR DESTRUCTION OF INFORMATION

Upon written request or termination:

All Confidential Information, including copies, must be returned or permanently destroyed

The Receiving Party shall certify destruction upon request

Obligations of confidentiality survive regardless of return/destruction

8. TERM & SURVIVAL

This NDA becomes effective on the date first written above and:

Remains in effect for 3 years from the date of last disclosure;

Obligations of confidentiality survive for 5 years after termination.

For information containing personal data or trade secrets, confidentiality obligations survive indefinitely.

9. REMEDIES

Unauthorized disclosure may cause irreparable harm.

The Disclosing Party shall be entitled to:

Injunctive relief

Specific performance

Damages (including consequential damages)

without limitation of any other legal or equitable remedies.

10. NO PARTNERSHIP OR CLIENT-ATTORNEY RELATIONSHIP

Execution of this NDA:

Does not create a partnership, joint venture, employment, or agency relationship.

Does not, by itself, establish a client-attorney relationship unless a separate engagement / retainer is executed.

11. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of India , and the courts at ______________________ shall have exclusive jurisdiction.

12. AMENDMENTS

Any modification must be in writing and signed by both Parties.

13. ENTIRE AGREEMENT

This Agreement constitutes the complete and entire understanding between the Parties and supersedes all prior oral or written communications relating to confidentiality.

SIGNATURES

For SHREEJEE LEGAL ASSOCIATES

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

For the Other Party

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

NON-DISCLOSURE, NON-COMPETE & NON-SOLICITATION AGREEMENT

This Non-Disclosure, Non-Compete & Non-Solicitation Agreement (“Agreement”) is made on this ___ day of _______ , 20

BY AND BETWEEN

SHREEJEE LEGAL ASSOCIATES , having its principal office at _, (hereinafter referred to as the “Disclosing Party” , or the “Firm” )

AND

, a [Company / Individual / Consultant / Employee], having its address at ____________________________________________, (hereinafter referred to as the “Receiving Party” )

The Firm and the Receiving Party are collectively referred to as the “Parties” .

1. PURPOSE

The Receiving Party may have access to Confidential Information in connection with:

business discussions, professional engagement, service arrangement, employment, consultancy, partnership, or evaluation of potential collaboration (“Purpose”).

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” includes all non-public information disclosed by the Firm such as:

Legal strategies, case details, pleadings, drafts

Business plans, operations, financials, pricing

Client data, employee details, vendor lists

Contracts, processes, internal policies

Intellectual property, know-how, methodologies

Any information reasonably understood to be confidential

Confidential Information includes information disclosed orally, in writing, electronically, or observed.

3. EXCLUSIONS

Information is not confidential if it:

Becomes publicly known without breach;

Is lawfully obtained from an independent third party;

Is independently developed by the Receiving Party;

Must be disclosed under law or court order (with prior notice where possible).

4. NON-DISCLOSURE OBLIGATIONS

The Receiving Party agrees to:

Maintain strict confidentiality

Not disclose Confidential Information to any third party

Not use the information for any purpose other than the Purpose

Restrict access to authorized persons only

Ensure its employees/agents comply with confidentiality obligations

This obligation survives termination for five (5) years, and indefinitely for trade secrets and personal data.

5. NON-COMPETE CLAUSE

5.1 Restriction

During the term of this Agreement and for a period of ___ months/years after termination, the Receiving Party shall not, directly or indirectly:

Engage in or assist any business that competes with the Firm’s legal, consultancy, compliance, advisory, or related services;

Provide identical services to existing clients of the Firm without permission;

Establish or participate in any competing entity using the Firm’s Confidential Information;

Use Firm’s data, templates, drafts, methodologies, or intellectual property to render competing services;

5.2 Geographic Scope

The non-compete restrictions apply to:

India, and/or

Such other jurisdictions where the Firm conducts business or has clients.

( I can modify this depending on enforceability in your region .)

6. NON-SOLICITATION OF CLIENTS

For a period of ___ months/years after termination, the Receiving Party shall not:

Solicit, contact, divert, or accept business from any client or prospective client of the Firm;

Induce any client to terminate or reduce engagement with the Firm;

Offer competing services to Firm’s clients, directly or indirectly;

This applies regardless of whether the Receiving Party had direct interaction with the client.

7. NON-SOLICITATION OF EMPLOYEES / ASSOCIATES

For a period of ___ months/years after termination, the Receiving Party shall not:

Solicit or attempt to hire any employee, partner, consultant, or associate of the Firm;

Encourage any employee or associate to leave the Firm;

Interfere with Firm’s workplace relationships or professional engagements.

8. DATA PROTECTION & SECURITY

The Receiving Party agrees to:

Securely store Confidential Information

Not copy, download, forward, or transfer data without authorization

Protect information from unauthorized access, cyber breach, or misuse

Notify the Firm immediately of any suspected breach

The Receiving Party shall comply with applicable data protection laws.

9. RETURN OR DESTRUCTION OF INFORMATION

Upon completion of the Purpose or termination of engagement:

All Confidential Information (including copies, emails, digital files) must be returned or permanently destroyed

A certificate of destruction may be requested

No information may be retained unless legally mandated

10. REMEDIES FOR BREACH

A breach of this Agreement will cause irreparable harm. The Firm is entitled to:

Injunctive relief

Specific performance

Liquidated damages, if specified

Recovery of legal costs and expenses

Monetary compensation for losses caused

These remedies are in addition to any other rights available under law.

11. NO WARRANTIES

The Firm does not guarantee accuracy or completeness of information disclosed.

The Receiving Party assumes responsibility for use of such information.

12. NO PARTNERSHIP / NO CLIENT-ATTORNEY RELATIONSHIP

This Agreement does not create a partnership, joint venture, employment, or agency relationship.

Unless a separate engagement letter or retainer is executed, this NDA alone does not create an attorney-client relationship.

13. GOVERNING LAW & JURISDICTION

This Agreement is governed by the laws of India.

Courts at __________________________ shall have exclusive jurisdiction.

14. TERM

This Agreement becomes effective on the date executed and continues until the earlier of:

Completion of the Purpose; or

Termination by mutual consent;

However, the confidentiality, non-compete, and non-solicitation obligations survive termination for the period specified.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or communications relating to confidentiality, non-compete, or non-solicitation.

16. AMENDMENTS

No modification is valid unless made in writing and signed by both Parties.

SIGNATURES

FOR SHREEJEE LEGAL ASSOCIATES

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

FOR THE RECEIVING PARTY

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“Addendum”) is entered into on this ___ day of _______ , 20 and forms an integral part of the underlying Retainer Agreement / Service Agreement / Engagement Letter / NDA (“Principal Agreement”).

BY AND BETWEEN

1. SHREEJEE LEGAL ASSOCIATES , having its office at ______, acting as a Data Processor (when processing on behalf of Client), or a Data Fiduciary (where applicable), (hereinafter referred to as “Processor” or “Firm” )

AND

2. , a Company / Individual / Legal Entity with office at _______________________________________, acting as the Data Fiduciary or Data Principal , (hereinafter referred to as “Controller” or “Client” ),

Together, the Parties.

1. PURPOSE AND APPLICABILITY

This Addendum governs the processing of Digital Personal Data by the Processor on behalf of the Controller pursuant to the DPDP Act, 2023.

The Processor acknowledges that:

Personal Data may be processed only for the lawful purpose defined by the Controller, and

Only to the extent necessary and proportionate for fulfilling such Purpose.

Purpose of Processing:

(e.g., legal advisory, representation, document preparation, due diligence, compliance activities, etc.)

2. DEFINITIONS (As per DPDP Act, 2023)

“Personal Data” means Any data about an individual who is identifiable by or in relation to such data.

“Data Principal” means The individual to whom the Personal Data relates.

“Data Fiduciary” means The entity determining the purpose and means of processing Personal Data.

“Data Processor” means Any entity that processes data on behalf of the Data Fiduciary.

“Processing” means Any operation performed on Personal Data including storage, use, disclosure, or erasure.

“Significant Data Fiduciary” (SDF) means Where applicable, as defined under Section 10 of the Act.

3. OBLIGATIONS OF THE DATA PROCESSOR

3.1 Follow Lawful Instructions

Only process Personal Data based on documented instructions from the Controller.

3.2 No Secondary Use

Shall not process Personal Data for any independent or incompatible purpose.

3.3 Maintain Confidentiality

Ensure that only authorized personnel with confidentiality commitments access the data.

3.4 Implement Reasonable Security Safeguards

(Section 8)

Including but not limited to:

Encryption

Access controls

Secure storage

Password and authentication standards

Firewalls & anti-malware

Employee confidentiality undertakings

Regular security audits

3.5 Data Breach Notification

The Processor must inform the Controller immediately and no later than 24 hours upon becoming aware of a personal data breach.

The Controller will notify the Data Protection Board and affected Data Principals as required.

3.6 Assistance with Data Principal Rights

Processor shall support the Controller in fulfilling rights under DPDP Act:

Right to access

Right to correction

Right to erasure

Right to grievance redressal

3.7 No Sub-Processing Without Approval

Processor may engage third parties only with explicit written consent of the Controller.

4. OBLIGATIONS OF THE DATA FIDUCIARY (Controller)

The Controller shall:

Ensure lawful basis/consent for all Personal Data shared

Provide notice to Data Principals as required under Section 5

Ensure accuracy and completeness of data

Maintain a grievance redressal mechanism

Determine and communicate retention periods

Provide written instructions for processing

5. CROSS-BORDER TRANSFERS

Personal Data may be transferred outside India only if :

Allowed under government notifications (as per DPDP Act, Section 16), and

Adequate security safeguards are implemented.

Firm shall not transfer data internationally without written authorization.

6. DATA RETENTION & DELETION

Upon completion of the Purpose or termination of engagement:

Processor shall delete or anonymize all Personal Data;

A data deletion certificate shall be provided upon request;

Processor shall not retain copies unless required by law or litigation obligations.

7. AUDIT RIGHTS

Controller may:

Request documents establishing compliance

Conduct audits or assessments with 15-day notice

Request logs, reports, or certifications

Audits must be reasonable, limited in scope, and non-disruptive.

8. CONFIDENTIALITY

The Processor shall:

Maintain strict confidentiality of all Personal Data

Require employees and sub-processors to sign confidentiality agreements

Not disclose Personal Data except as permitted

Confidentiality obligations survive 5 years or longer if required under other laws.

9. SUB-PROCESSORS

Permitted Sub-Processors (if any) are listed in Annexure III.

Each sub-processor must:

Be bound by written data protection obligations, and

Provide equal or higher security safeguards.

10. GRIEVANCE REDRESSAL MECHANISM

Processor shall support the Controller in addressing grievances of Data Principals within the timelines under DPDP Act.

Controller’s Grievance Officer:

Name: __________________________

Email: __________________________

Phone: __________________________

11. LIABILITY

Each Party is responsible for:

Its own compliance failures, and

Breaches caused by its personnel, systems, or sub-processors.

The Processor is liable for consequences arising from:

Unauthorized Processing

Negligence leading to breaches

Non-compliance with this Addendum

12. TERM

This Addendum remains in effect so long as the Processor handles Personal Data on behalf of the Controller.

Termination does not relieve the Processor of obligations regarding:

Data deletion

Confidentiality

Breach liabilities

13. GOVERNING LAW

This Addendum is governed by the laws of India, specifically:

The Digital Personal Data Protection Act, 2023

Any relevant government rules, notifications or guidelines

Jurisdiction: Courts at __________________________.

ANNEXURE I – DATA TYPES & PROCESSING DETAILS

A. Categories of Personal Data

Identity data (name, gender, date of birth)

Contact details

Employee data

Financial or transactional data

Client or litigation-related data

Sensitive personal data (only when legally necessary)

B. Data Subjects

Clients

Opposing parties

Employees

Consultants

Vendors

Witnesses

C. Purpose of Processing

Legal advisory

Litigation & dispute management

Contract drafting

Compliance and regulatory filings

Due diligence

Any purpose defined in the Principal Agreement

ANNEXURE II – SECURITY SAFEGUARDS

Encryption-at-rest & in-transit

Role-based access controls

MFA (Multi-Factor Authentication)

Secure password policies

Encrypted document repositories

Device-level security (firewalls, antivirus)

Annual security audits

Incident response protocols

ANNEXURE III – APPROVED SUB-PROCESSORS

(List entities or state “None at present.” )

SIGNATURES

For SHREEJEE LEGAL ASSOCIATES

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

For the Controller / Client

Name: __________________________

Designation: _____________________

Signature: _______________________

Date: ___________________________

MASTER CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETE & DATA PROCESSING AGREEMENT

(“Master Agreement”)

This Master Agreement is executed on this ___ day of _________ , 20

BY AND BETWEEN

SHREEJEE LEGAL ASSOCIATES , having its principal office at , (hereinafter referred to as the “Firm” ),

AND

__ , a [Company / Individual / Consultant / Employee] having its address at ____________________________________________, (hereinafter referred to as the “Counterparty” ),

The Firm and the Counterparty are hereinafter collectively referred to as the “Parties.”

1. PURPOSE

The Parties intend to exchange Confidential Information and Personal Data for the purposes of:

legal services, consultancy, employment, engagement, business collaboration, evaluation of opportunities, or professional arrangements

(“Purpose”).

This Master Agreement governs:

Confidentiality

Non-Disclosure

Data Processing under DPDP Act, 2023

Non-Compete

Non-Solicitation

Return/Destruction obligations

Penalties & Remedies

2. DEFINITIONS

“Confidential Information” means All non-public data including:

Legal documents, drafts, pleadings, strategies

Client information, employee information

Business processes, financials, internal policies

Intellectual property, templates, research

Personal Data as defined under the DPDP Act

All data reasonably understood to be confidential

“Personal Data” means Any data about an individual who is identifiable from that data.

“Data Principal, Data Fiduciary, Data Processor” means As defined under the Digital Personal Data Protection Act, 2023 (“DPDP Act”).

“Processing” means Any operation performed on Personal Data.

“Sub-Processor” means Any third party engaged to process Personal Data.

3. CONFIDENTIALITY OBLIGATIONS

The Counterparty shall:

Maintain strict confidentiality of Confidential Information

Not disclose any Confidential Information to third parties

Not use Confidential Information for personal or competitive advantage

Not copy, store, or transmit Confidential Information except as authorized

Limit access on a need-to-know basis only

Ensure employees/subcontractors comply with confidentiality obligations

Confidentiality obligations survive for five (5) years and indefinitely for trade secrets & Personal Data.

4. NON-DISCLOSURE (NDA CLAUSE)

The Counterparty shall not:

Disclose Confidential Information without written consent

Reverse-engineer or analyze materials for competitive use

Publish or reproduce any documentation

Use the Firm’s information for competitive, personal, or unauthorized purposes

Exceptions: Information that is public, legally required to be disclosed, or received independently.

5. NON-COMPETE CLAUSE

For a period of ___ years from termination:

The Counterparty shall NOT:

Engage in any business that competes with the Firm’s legal, advisory, compliance, or dispute support services

Provide competing services to Firm’s clients

Establish or join a competing law practice or consultancy using Firm’s material

Use Firm’s intellectual property, templates, pleadings, case strategies, or research for professional work outside authorized scope

Geographic Scope:

India & any jurisdiction where the Firm conducts business or has clients.

6. NON-SOLICITATION OF CLIENTS

The Counterparty agrees that for ___ years post-termination, it shall not:

Solicit, entice, or accept business from any client or prospective client of the Firm

Influence clients to disengage or reduce services with the Firm

Offer competing services (directly or indirectly) to Firm’s clients

7. NON-SOLICITATION OF EMPLOYEES

For ___ years, the Counterparty shall not:

Hire, solicit, or attempt to hire any employee, attorney, intern, or consultant of the Firm

Interfere with the Firm’s professional relationships

8. DATA PROCESSING ADDENDUM (DPDP ACT, 2023 COMPLIANT)

8.1 Role of Parties

Counterparty acts as Data Fiduciary, and

Firm acts as Data Processor, OR

Where the Firm provides data, roles may reverse (as per engagement).

8.2 Lawful Processing

Personal Data shall be processed:

Only for the Purpose

In a manner that is necessary and proportionate

In accordance with lawful instructions

8.3 Security Obligations

Processor must implement reasonable security safeguards including:

Encryption at rest & in transit

Access control & MFA

Secure deletion protocols

Firewalls & anti-malware

Confidentiality undertakings

Security audits and breach logs

8.4 Breach Notification

Processor shall notify the Fiduciary within 24 hours of any personal data breach, enabling:

Notification to the Data Protection Board (as required)

Notification to Data Principals

8.5 Data Principal Rights

Processor shall assist in:

Access

Correction

Erasure

Consent withdrawal

Grievance redressal

8.6 Sub-Processing

Processor may engage sub-processors only with written consent of the Controller and subject to equivalent data protection duties.

8.7 Cross-Border Transfers

Personal Data may be transferred outside India only if permitted under Section 16 of DPDP Act and only with safeguards and Controller approval.

8.8 Retention & Deletion

After Purpose completion:

Data shall be deleted or anonymized

No duplicates retained

Deletion certificate issued on request

9. PENALTIES & LIQUIDATED DAMAGES

In case of breach of:

Confidentiality

Non-Disclosure

Non-Compete

Non-Solicitation

Data Protection duties

the Counterparty agrees to pay:

(a) Liquidated Damages:

INR ____________ (Rupees ________________________________)

(b) Additional Damages:

Including but not limited to:

Loss of business

Loss of clients

Reputational harm

Legal costs & professional fees

Costs of breach management

Compensation for competitive loss

(c) Injunctive Relief

The Firm may seek:

Immediate temporary injunction

Permanent injunction

Specific performance

without needing to prove actual monetary damage.

10. RETURN OR DESTRUCTION OF INFORMATION

Upon expiry or request:

All Confidential Information and Personal Data must be returned or permanently destroyed

No copies may be retained except where legally required

11. AUDIT RIGHTS

The Firm may require documentation demonstrating Counterparty’s compliance.

The Controller may audit the Processor with reasonable notice.

12. INTELLECTUAL PROPERTY

All materials, drafts, pleadings, templates, and documents remain the exclusive IP of the Firm unless expressly transferred in writing.

13. TERM

This Master Agreement begins on the execution date and continues:

Until full completion of the Purpose, OR

Until terminated with 30 days’ notice

Surviving obligations:

Confidentiality

NDA

Non-Compete

Non-Solicitation

Data Protection duties

Remedies

survive termination for the duration defined.

14. GOVERNING LAW & JURISDICTION

This Agreement is governed by the laws of India, including:

The Digital Personal Data Protection Act, 2023

Indian Contract Act, 1872

Courts at: ________________________ shall have exclusive jurisdiction.

SIGNATURES

For SHREEJEE LEGAL ASSOCIATES

Name: ____________________________

Designation: _______________________

Signature: _________________________

Date: _____________________________

For the Counterparty

Name: ____________________________

Designation/Role: __________________

Signature: _________________________

Date: _____________________________