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Independent Contractor Retainer Agreement Template for India

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Key Requirements PROMPT example:

Independent Contractor Retainer Agreement

"I need an Independent Contractor Retainer Agreement for a software development consultant who will be providing ongoing technical services to our Mumbai-based fintech startup from January 2025, with specific provisions for source code ownership and data protection compliance."

Document background
The Independent Contractor Retainer Agreement is essential for businesses in India seeking to establish ongoing professional relationships with external service providers while maintaining clear boundaries between employment and independent contracting. This document is particularly relevant in today's growing gig economy and flexible workforce arrangements. It addresses key requirements under Indian law, including proper contractor classification, GST compliance, and intellectual property protection. The agreement is structured to provide clarity on service scope, payment terms, and deliverables while incorporating necessary safeguards for both parties. It's commonly used when organizations need regular access to specialized skills or services without creating an employer-employee relationship, and includes provisions for confidentiality, non-compete (where applicable), and dispute resolution mechanisms compliant with Indian jurisdiction.
Suggested Sections

1. Parties: Identification of the client and the independent contractor with full legal names and addresses

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 services to be provided by the contractor

5. Term and Termination: Duration of the agreement and conditions for termination by either party

6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing requirements

7. Independent Contractor Status: Clear establishment of independent contractor relationship and disclaimer of employment relationship

8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements

9. Client's Obligations: Client's responsibilities including provision of necessary information and access

10. Intellectual Property Rights: Ownership and transfer of work products and pre-existing IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Indemnification: Mutual or one-way indemnification obligations

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Insurance: Required insurance coverage to be maintained by the contractor

15. Governing Law and Jurisdiction: Choice of law and courts for dispute resolution

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

Optional Sections

1. Non-Compete: Restrictions on contractor's ability to work with competitors, used when contractor has access to sensitive competitive information

2. Non-Solicitation: Restrictions on soliciting employees or clients, used when contractor has significant contact with client's employees or customers

3. Assignment and Subcontracting: Rights to assign the agreement or use subcontractors, included when relevant to the service delivery model

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

5. Data Protection: Specific obligations regarding personal data handling, required when contractor processes personal data

6. Audit Rights: Client's right to audit contractor's work and records, important for regulated industries or complex services

7. Service Levels: Specific performance metrics and related penalties/rewards, used for quantifiable services

8. Change Control: Process for managing changes to services or terms, useful for long-term or complex engagements

9. Exit Management: Transition provisions at agreement end, important for critical or complex services

Suggested Schedules

1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance standards

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule C - Service Levels: Specific performance metrics, measurement methods, and related incentives/penalties

4. Schedule D - Key Personnel: List of key contractor personnel assigned to the services

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

6. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and procedures

8. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























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Relevant Industries

Information Technology

Management Consulting

Professional Services

Healthcare

Education

Media and Entertainment

Financial Services

Manufacturing

Real Estate

Engineering Services

Digital Marketing

E-commerce

Construction

Telecommunications

Research and Development

Relevant Teams

Legal

Human Resources

Finance

Procurement

Operations

Project Management Office

Compliance

Risk Management

Business Development

Administration

Relevant Roles

Chief Executive Officer

Human Resources Director

Legal Counsel

Procurement Manager

Project Manager

Finance Director

Operations Manager

Department Head

Business Unit Leader

Contract Administrator

Hiring Manager

Resource Manager

Program Director

Chief Financial Officer

General Counsel

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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