Retainership Agreement – Business Startup

Service Agreement

Article 1:   Activity

Article 2:   Terms of Agreement

• 2.1 Consultant be responsible to facilitate and coordinate between the Client and relevant service providers (hereinafter called as Vendors) for;

  Phase 1: Startup Consulting & Business Registration
  Phase 2: Business Strategy & Resource Management
  Phase 3: Digital Assets Creation & Technology Development
  Phase 4: Go-to-Market Strategy & Business Launch
  Phase 5: Application Processing

• 2.2 Consultant will provide the recommendations based on its knowledge and experience, but any business decision will be the Client's independent choice.
• 2.3 Client agrees to fully cooperate with the best of its capabilities and possibilities to provide all necessary information and documentation within the stipulated time frame.
• 2.4 Client agrees to maintain the confidentiality of any information, trade secrets, business ideas, facts and stats released (hereinafter called as Proprietary Information) in all scenarios, failing which will be subject to indemnification to its maximum potential value.
• 2.5 Client authorizes the Consultant to take necessary action deemed essential based on its professional judgment for the successful outcome of the application.
• 2.6 Client understands and acknowledges the fact that Consultant is not an investment advisor, tax attorney, legal consultant or immigration attorney at law.
• 2.7 Client and Consultant relationship should be of complete candour and Client should apprise the Consultant of all facts or circumstances of the matter being handled by the Consultant or Attorney even if the Client believes that those facts may be detrimental to the Client's cause or unflattering to the client.
• 2.8 Client must keep the consultant updated of any retrogression or variation in his profile, contact details and stay in contact at all the time.
• 2.9 Client realizes the fact that the Consultant is required to respect only the legitimate objectives of the client and will not advocate or propose positions that are unprofessional or contrary to law or the Rules of Professional Conduct.
• 2.10 Client shall at all times indemnify and keep indemnified the Consultant, from and against all liabilities (civil or criminal), costs, charges, losses and expenses suffered or incurred by them arising from or as a result of the enforcement of the provisions of this Agreement and/or any direct / indirect contact / deal with the attorney, and/or any third-party introduced by the Consultant / any other direct connection.

Article 3:   Financial Commitment

• 3.1 Business Consulting Services Fee is which client may choose to pay with equal distribution among four phases of business startup.
• 3.2 Management Fee for the Application processing is out of which 50% of the amount must be paid at the time of commencing this agreement and balance 50% at the time of application submission; however, the full fee along with all out of pocket expenses has to be cleared and settled prior to application submission.
• 3.3 There is an additional amount of $350 towards the administrative expenses including but not limited to photocopying, courier and other administrative expenses.
• 3.4 Note that the above fee quote does not include filing fees to the government, translation expenses, out of pocket expenses, vendor payments and other reimbursements (if any) which will be billed as incurred and Client is liable to pay them upon satisfaction.
• 3.5 Client is agreed pay any additional payment to Consultant as per scope of services where it acts as a Vendor.
• 3.6 Client will be responsible to manage all capital investment required for the business startup.
• 3.7 Not included in the scope of representation are appeals from any decision, if any.

Article 4:   Agreement Validity

The agreement will be considered as executed in the scenarios like;

• 4.1 Completion of Agreement: Final determination of the application is announced.
• 4.2 Termination of the Agreement for Cause: If Client wants to withdraw the application or discharge the Consultant from its responsibilities.
• 4.3 Breach of Agreement; Any breach of the clause of this agreement and / or commitment.

Article 5:   Refund Policy

Consultant Fee is treated as advance payment and considered as earned against the time and services of the Consultant, except the termination of the agreement for cause where;

• 5.1 If the premature termination is happening prior to rendering the full services, then a fair calculation will be made as per professional services rate along with any reimbursements and the portion of the unearned amount will be returned to the Client.
• 5.2 If the full scope of services is completed, Client might not be eligible for any refund.

Article 6:   Liability

• 6.1 Consultant doesn't constitute any representation, warranty or guarantee of any kind whatsoever, and will not stand liable for any direct or indirect loss, loss of profit, personal / business opportunities, emotional disturbances, special or consequential damages arising out of or in connection with any delay in performance or non-performance by any Govt. Authorities / any Third Party / any entity engaged or involved for the commencement of scope of this activity, due to what so ever the reason may be.
• 6.2 The duties and obligations of both the parties towards the other party and / or to any third party are limited to the terms and conditions of this agreement.
• 6.3 This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussion, agreements and understandings between the parties with respect to such subject matter.
• 6.4 Consultant will accept the application as per the best knowledge of the procedure and eligibility of the Client on the day of acceptance and signing of this Agreement and will not be liable or held responsible for any retrospective changes in the laws, policies, procedures and regulations that may affect the application.

Article 7:   Guarantee of Professional Competence

Consultant agrees to use due diligence in furthering Client's best interests and will is committed to provide unprejudiced specialised services with best of its knowledge, skills and expertise, undivided loyalty uncompromised by conflicts of interests and maintain professional code of conduct without any discrimination; however, Consultant doesn't extend any guarantee or warranty of the successful outcome of the application.

Article 8:   Disclaimer

• 8.1 The Client hereby acknowledges and agrees that the consultant or any of its Affiliates may process sensitive personal data / information or represent him / her in any official capacity through various communication channels, without the requirement of any specific prior consent, for the purpose of executing the terms of this agreement.
• 8.2 The Client hereby gives its explicit approval to the consultant to carry out the aforementioned as well as use, store or transfer any such personal and/or sensitive data to any third party in due process in compliance with General Data Protection Regulations (GDPR).
• 8.3 Consultant makes every effort to ensure that the information on its all marketing / advertising material, print collaterals, emails, website and service agreement is accurate and up-to-date with a sole purpose of education, reference and illustration and cannot be considered as an authoritative guide on the processing of foreign application, However, it cannot accept any obligation and responsibility for any errors, omissions, loss, damage or inconvenience caused by reliance on this content.
• 8.4 Consultant doesn't have any file / document / data storage / warehousing facility, hence may destroy any / all kind information provided by client once application is processed / completed.
• 8.5 Consultant aim to provide a continuous high-quality professional service to all of our clients and would welcome any suggestions / complaints to improve our service standards which can be communicated through support@mahandruassociates.com.

Article 9:   Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

• 9.1 the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;
• 9.2 such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto;

Article 10:   Arbitration

Any dispute which may arise in connection with the interpretation of the provisions of this contract shall be amicably settled, failing which; Law of State of Virginia – USA shall be the competent authority to settle any contractual / terms of this agreement dispute in USA. The award of the arbitration shall be final and binding upon both parties. Nothing in this Agreement is intended to contradict any mandatory provision of any Applicable Law.

Client acknowledgement: I certify that I have read, understood and agreed the terms and conditions stated herewith.