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The Non-Discretionary Investment Advisory Agreement is essential for investment advisory relationships in Pakistan where clients seek professional investment advice while maintaining control over their investment decisions. This agreement is required under the Securities Act 2015 and SECP regulations for any licensed investment advisor providing non-discretionary advisory services to clients in Pakistan. It establishes clear boundaries between providing investment recommendations and executing investment decisions, with the client retaining full authority over all investment choices. The document includes critical elements such as service scope, fee structures, risk disclosures, and compliance requirements, ensuring alignment with Pakistani regulatory requirements and market practices. This agreement is particularly relevant in the current financial landscape where sophisticated investment advice must be balanced with client autonomy and regulatory compliance.

1. Parties: Identification of the Investment Advisor and the Client with complete details as required by Pakistani regulations

2. Background: Context of the agreement and confirmation of advisor's regulatory status under SECP

3. Definitions: Key terms used throughout the agreement, including regulatory terms from Pakistani securities laws

4. Scope of Services: Detailed description of non-discretionary investment advisory services to be provided

5. Regulatory Compliance: Compliance with SECP regulations and other applicable Pakistani laws

6. Client's Rights and Obligations: Client's responsibility for investment decisions and obligation to provide accurate information

7. Advisor's Rights and Obligations: Advisor's duties, standard of care, and limitation to non-discretionary advice

8. Investment Guidelines: Parameters for investment advice and any restrictions

9. Fees and Charges: Detailed fee structure, payment terms, and any additional charges

10. Risk Disclosure: Mandatory risk warnings and disclosures as per SECP requirements

11. Communications: Methods and protocols for advice delivery and client instructions

12. Confidentiality: Protection of client information and trade secrets

13. Liability and Indemnification: Extent of advisor's liability and mutual indemnification provisions

14. Term and Termination: Duration, renewal, and termination provisions

15. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction details

16. General Provisions: Standard boilerplate clauses including force majeure, entire agreement, and amendments