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The Success Fee Consulting Agreement is essential for business arrangements where consultant compensation is primarily or partially tied to achieving specific outcomes. This document type is commonly used in India across various sectors including M&A, business restructuring, and project implementation, where success can be clearly defined and measured. The agreement must comply with Indian contract law, professional services regulations, and relevant tax provisions, particularly regarding the treatment of success fees under Indian tax law. It typically includes detailed provisions on success criteria, fee calculation methods, payment triggers, and protection mechanisms for both parties. The Success Fee Consulting Agreement is particularly relevant in high-value consulting engagements where aligning consultant compensation with client outcomes is crucial for project success.

1. Parties: Identification and details of the consultant and the client, including registered addresses and company registration numbers

2. Background: Context of the consulting arrangement, brief description of the client's requirements and consultant's expertise

3. Definitions: Definitions of key terms used throughout the agreement, including 'Success Event', 'Success Fee', 'Services', etc.

4. Scope of Services: Detailed description of the consulting services to be provided

5. Success Criteria: Clear definition of what constitutes a 'Success Event' triggering the success fee

6. Fee Structure: Details of success fee calculation methodology, any base fees, and payment terms

7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

8. Obligations of the Consultant: Consultant's duties, responsibilities, and standard of service

9. Obligations of the Client: Client's duties, including providing information and cooperation

10. Confidentiality: Provisions for handling confidential information and trade secrets

11. Intellectual Property: Ownership and usage rights of any IP created during the engagement

12. Representations and Warranties: Standard warranties about capacity to contract and service quality

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

14. Dispute Resolution: Process for handling disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement