This Advisory Retainer Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") between:
Client: _____________________________________________ ("Client") — the party engaging advisory services; and
Adviser: _____________________________________________ ("Adviser") — the party providing advisory services.
The Client and Adviser are referred to individually as a "Party" and collectively as the "Parties."
1. Appointment and Nature of Engagement
The Client hereby engages the Adviser to provide strategic advisory services in the areas described in Schedule A (the "Advisory Services") on a retained basis commencing on the Effective Date.
The Adviser accepts such engagement and agrees to make available a minimum of _____ hours per month (the "Monthly Commitment") of advisory time to the Client during the term of this Agreement.
The relationship created by this Agreement is that of independent contractor. Nothing in this Agreement shall constitute the Adviser as an employee, partner, or agent of the Client, and the Adviser shall have no authority to bind the Client in any respect without express prior written authorisation.
The Adviser may provide similar advisory services to other clients, provided that doing so does not give rise to a conflict of interest or breach of confidentiality obligations owed to the Client under this Agreement.
2. Advisory Services
The Advisory Services shall include, but not be limited to, the following (as further detailed in Schedule A):
Strategic market entry analysis and commercial opportunity assessment;
Identification and evaluation of commercial partners, buyers, distributors, and investors;
Advisory on trade compliance, customs and regulatory requirements, and export documentation;
Preparation and review of commercial proposals, term sheets, and briefing materials;
Attendance at meetings, calls, and negotiations as requested by the Client;
Briefings on bilateral trade developments, regulatory changes, and market intelligence relevant to the Client's sector;
Such other advisory tasks as the Parties may agree in writing from time to time.
3. Retainer Fee
In consideration for the Advisory Services, the Client shall pay the Adviser a monthly retainer fee of _____________ (the "Monthly Retainer"), payable in advance on the first business day of each calendar month, to the bank account designated by the Adviser.
The Monthly Retainer is a fixed fee for the Monthly Commitment and is not refundable if the Client utilises fewer hours than the Monthly Commitment in any given month.
If the Client requires advisory hours in excess of the Monthly Commitment in any given month, such additional hours shall be charged at an agreed hourly rate of _____________ per hour, invoiced monthly in arrears.
All fees are exclusive of applicable taxes, which shall be added at the applicable rate. Each Party is responsible for its own tax obligations in its respective jurisdiction.
If any payment is not received within fourteen (14) days of its due date, the Adviser shall be entitled to charge interest on the overdue amount at the rate of _____ per cent per annum above the base rate of _____________ from the due date until the date of actual payment.
4. Expenses
Pre-approved out-of-pocket expenses reasonably incurred by the Adviser in performing the Advisory Services (including travel, accommodation, and third-party research costs) shall be reimbursed by the Client within thirty (30) days of submission of a valid expense claim supported by receipts.
Expenses exceeding _____________ per month in aggregate require the Client's written pre-approval before being incurred.
5. Intellectual Property
All deliverables, reports, analyses, and other materials created specifically for the Client by the Adviser under this Agreement (the "Deliverables") shall, upon full payment of all fees due, become the property of the Client.
The Adviser retains ownership of all pre-existing intellectual property, methodologies, frameworks, and tools used or referenced in the provision of the Advisory Services. The Client is granted a non-exclusive, non-transferable licence to use such pre-existing intellectual property solely to the extent embedded in the Deliverables and solely for the Client's internal business purposes.
6. Confidentiality
Each Party shall keep strictly confidential all non-public information disclosed by the other Party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing Party.
The Adviser shall not use any confidential information of the Client for any purpose other than the performance of the Advisory Services.
The confidentiality obligations in this clause shall survive the termination of this Agreement for a period of three (3) years.
Confidential information does not include information that: (a) was already in the public domain at the time of disclosure; (b) becomes public through no fault of the receiving Party; (c) was independently developed by the receiving Party without use of the disclosing Party's confidential information; or (d) is required to be disclosed by law or regulatory authority.
7. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall directly solicit for employment or engagement any employee, officer, or key contractor of the other Party who was involved in the performance of this Agreement, without the prior written consent of the other Party.
8. Representations and Warranties
Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not violate any obligation by which it is bound; and (c) it shall perform its obligations under this Agreement in compliance with all applicable laws and regulations.
The Adviser represents that it has the professional expertise, qualifications, and experience necessary to provide the Advisory Services to the standard required by this Agreement.
9. Limitation of Liability
The Adviser's liability for any advice, analysis, or recommendation provided under this Agreement is limited to advisory guidance only. The Client acknowledges that final commercial decisions rest solely with the Client.
Neither Party shall be liable to the other for indirect, consequential, special, incidental, or punitive loss or damage of any kind arising under or in connection with this Agreement.
The Adviser's total aggregate liability to the Client shall not exceed the total Monthly Retainer paid in the twelve (12) months immediately preceding the event giving rise to the claim.
10. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for an initial term of _____ months (the "Initial Term"), unless earlier terminated.
Following the Initial Term, this Agreement shall automatically renew for successive periods of _____ months unless either Party gives not less than thirty (30) days' written notice of non-renewal before the end of the then-current term.
Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach that is not remedied within fifteen (15) business days of written notice requiring such remedy, or upon the insolvency or dissolution of the other Party.
On termination, the Client shall pay all fees accrued and expenses approved up to the date of termination. Termination shall not affect any accrued rights or obligations of either Party.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of _____________________________________________.
Any dispute that cannot be resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration in accordance with the rules of _____________________________________________, with the seat of arbitration in _____________________________________________.
12. General
This Agreement constitutes the entire agreement between the Parties with respect to the Advisory Services and supersedes all prior agreements, representations, and understandings.
Amendments must be in writing and signed by both Parties.
This Agreement may be executed in counterparts. Electronic signatures shall be accepted as valid.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
For and on behalf of the Client:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Adviser:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Doc 03 — Advisory Retainer Agreement — Neutral Template