Retainer Agreement Sample in Tanzania

RETAINER AGREEMENT

Document Control:

• Effective Date: [Effective Date]
• Version: 1.0
• Jurisdiction/Scope: United Republic of Tanzania

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OFFICIAL NOTICE & DISCLAIMER

This Retainer Agreement is a legally binding document designed for use in the United Republic of Tanzania. It is crucial to understand that this document is a template and must be reviewed and customized by qualified legal counsel licensed in Tanzania to ensure compliance with all applicable Tanzanian laws, regulations, and specific business needs. The authors and distributors of this template disclaim all liability for any direct, indirect, incidental, consequential, or punitive damages arising out of the use or inability to use this document, or for any errors or omissions in its content. By using this document, you acknowledge and agree that you are solely responsible for seeking independent legal advice and for ensuring the suitability and enforceability of this agreement for your specific circumstances.

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PARTIES & DEFINITIONS

This Retainer Agreement (the "Agreement") is made and entered into as of the [Effective Date] (the "Effective Date"),

BY AND BETWEEN:

1. The Client:
   • Name: [Client Company Name]
   • Registered Address: [Client Registered Address]
   • Company Registration Number: [Client Registration Number]
   • (Hereinafter referred to as the "Client")

AND

2. The Legal Counsel:
   • Firm Name: [Legal Firm Name]
   • Full Legal Name of Lead Counsel: [Lead Counsel Full Legal Name]
   • Advocate's Registration Number: [Lead Counsel Advocate Registration Number]
   • Office Address: [Legal Firm Office Address]
   • (Hereinafter referred to as the "Counsel")

WHEREAS, the Client desires to retain the Counsel to provide legal services on a retainer basis; and

WHEREAS, the Counsel is willing to provide such legal services upon the terms and conditions set forth in this Agreement.

DEFINITIONS:

• "Effective Date": The date specified at the commencement of this Agreement.
• "Fees": All charges for legal services rendered by the Counsel, including but not limited to hourly rates, fixed fees, and disbursements.
• "Retainer Fee": An advance payment of Fees made by the Client to the Counsel, to be held in trust and applied against Fees as they accrue.
• "Disbursements": Expenses incurred by the Counsel in the course of providing services, such as court filing fees, travel expenses, expert witness fees, photocopy charges, postage, etc.
• "Confidential Information": Any non-public information disclosed by the Client to the Counsel in connection with the services, including business plans, financial data, client lists, trade secrets, and any other proprietary information.
• "Work Product": All documents, reports, analyses, opinions, and other materials prepared by the Counsel for the Client in connection with the services.

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OPERATIVE CLAUSES & TERMS

1. Engagement of Services: The Client hereby engages the Counsel, and the Counsel hereby agrees to be engaged by the Client, to provide legal advice and representation on matters as may be specifically instructed by the Client from time to time, relating to (but not limited to) [Specify Scope of Services, e.g., general corporate law, litigation, intellectual property, contract review]. The specific matters for which the Counsel will be engaged will be communicated by the Client to the Counsel in writing, either via email or formal instruction letter, and will be subject to the terms of this Agreement.

2. Retainer Fee: The Client shall pay to the Counsel an initial retainer fee of TZS [Retainer Amount] (the "Retainer Fee"). This Retainer Fee shall be paid upon execution of this Agreement. The Retainer Fee shall be held by the Counsel in a separate client trust account in accordance with the Advocates (Professional Practice) Rules. The Retainer Fee will be applied towards payment of Fees and Disbursements incurred by the Counsel on behalf of the Client.

3. Fees for Services:

   • Hourly Rate: For services rendered, the Counsel will charge an hourly rate of TZS [Hourly Rate] per hour. Time will be billed in increments of [Billing Increment, e.g., six (6) minute] units.
   • Minimum Charge: For any discrete task or consultation, the minimum charge shall be [Minimum Charge Time, e.g., thirty (30) minutes].
   • Fixed Fees: For specific, pre-defined services as may be agreed upon in writing between the parties, the Counsel may charge a fixed fee. Such agreements shall be in the form of a written addendum to this Agreement.
   • Out-of-Pocket Expenses (Disbursements): The Client agrees to reimburse the Counsel for all reasonable Disbursements incurred in connection with the services provided. The Counsel shall provide reasonable documentation for all Disbursements exceeding TZS [Disbursement Threshold].

4. Billing and Payment:

   • Monthly Invoices: The Counsel shall render invoices to the Client on a monthly basis, detailing the services rendered, the time spent, the applicable hourly rate, any Disbursements incurred, and the amount of Retainer Fee applied.
   • Payment Due Date: Invoices are due and payable within [Payment Due Days, e.g., fourteen (14)] days of the invoice date.
   • Replenishment of Retainer: When the Retainer Fee is depleted to TZS [Replenishment Threshold], or as otherwise agreed, the Counsel will notify the Client, and the Client shall, within [Replenishment Payment Days, e.g., seven (7)] days of such notification, replenish the Retainer Fee to the agreed-upon amount. Failure to replenish the Retainer Fee may result in the suspension or termination of services.
   • Interest on Late Payments: Any amounts not paid within the specified period shall accrue interest at a rate of [Interest Rate Percentage]% per annum from the due date until payment is received.

5. Scope of Counsel's Duties: The Counsel shall perform the legal services diligently and professionally, exercising the standard of care expected of a reasonably prudent advocate in Tanzania. The Counsel shall keep the Client reasonably informed of the progress of matters undertaken. The Counsel's duties do not include advising on business, financial, or tax strategies unless explicitly agreed upon in writing.

6. Client's Responsibilities: The Client agrees to cooperate fully with the Counsel, to provide accurate and complete information promptly when requested, and to make timely payments of all Fees and Disbursements. The Client shall designate a primary point of contact for communication with the Counsel.

7. Confidentiality: The Counsel agrees to maintain the confidentiality of all Confidential Information disclosed by the Client, except as required by law or by professional obligations of the legal profession, or with the Client's express written consent. The Counsel may use the Client's name and a general description of the services provided for marketing purposes, unless the Client objects in writing.

8. Conflict of Interest: The Counsel represents that, to the best of their knowledge after due inquiry, there is no conflict of interest with respect to the representation of the Client in the matters contemplated by this Agreement. If any conflict arises during the course of the engagement, the Counsel will promptly inform the Client and take appropriate steps.

9. Termination of Agreement:

   • By Client: The Client may terminate this Agreement at any time by providing [Client Termination Notice Period, e.g., thirty (30)] days' written notice to the Counsel. Upon termination, the Client shall be responsible for all Fees and Disbursements incurred up to the effective date of termination.
   • By Counsel: The Counsel may terminate this Agreement for good cause, including but not limited to, non-payment of Fees, failure of the Client to cooperate, or if continued representation would be unethical or impractical. The Counsel shall provide [Counsel Termination Notice Period, e.g., fourteen (14)] days' written notice to the Client.
   • Upon Termination: Upon termination by either party, the Counsel shall return all Client property and files, and provide a final invoice for all outstanding Fees and Disbursements.

10. Limitation of Liability: To the fullest extent permitted by law, the Counsel's aggregate liability to the Client for any claims arising out of or relating to this Agreement or the services provided hereunder, regardless of the form of action, shall not exceed the total amount of Fees paid by the Client to the Counsel under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnity: The Client agrees to indemnify and hold harmless the Counsel from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Client's breach of this Agreement or the Client's provision of false or misleading information.

12. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the United Republic of Tanzania. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {Specify Arbitration Institution, e.g., Tanzania Arbitration Centre (Tanzac)} by one or more arbitrators appointed in accordance with the said rules. The seat of arbitration shall be [City in Tanzania, e.g., Dar es Salaam]. The language of the arbitration shall be English.

13. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

14. Amendments: No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both the Client and the Counsel.

15. Notices: All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, postage prepaid, or by facsimile or email to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.

THE CLIENT:

[Client Company Name]

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Signature:

[Full Legal Name of Authorized Signatory for Client] Printed Name:

[Title of Authorized Signatory for Client] Title:

Date: _________________________

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THE COUNSEL:

[Legal Firm Name]

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Signature:

[Lead Counsel Full Legal Name] Printed Name:

[Lead Counsel Advocate Registration Number] Advocate's Registration Number:

[Title of Lead Counsel, e.g., Senior Partner] Title:

Date: _________________________

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize: Before use, obtain advice from a Tanzanian-licensed advocate. This template is a starting point. Counsel and Client must agree on all terms, especially scope of services, retainer amount, hourly rates, billing increments, and dispute resolution mechanisms.
2. Fill in Blanks:
   • Document Header: Enter the current [Effective Date] and confirm the [Version] is appropriate.
   • Parties & Definitions: Accurately insert the full legal names of the Client company and the Legal Firm, their registered addresses, and registration numbers. Specify the [Lead Counsel Full Legal Name] and their Advocate's Registration Number. Define the [Specify Scope of Services] broadly or narrowly as agreed.
   • Operative Clauses & Terms:
     • Section 2: State the agreed [Retainer Amount] in Tanzanian Shillings (TZS).
     • Section 3: Enter the agreed [Hourly Rate] (TZS), [Billing Increment] (e.g., six (6) minute), [Minimum Charge Time] (e.g., thirty (30) minutes).
     • Section 4: Specify [Payment Due Days] for invoices, [Disbursement Threshold] above which documentation is required, [Replenishment Threshold] for the retainer, and [Replenishment Payment Days]. Set the [Interest Rate Percentage] for late payments.
     • Section 9: Define [Client Termination Notice Period] and [Counsel Termination Notice Period] in days.
     • Section 12: Specify the relevant Tanzanian arbitration institution (e.g., {Tanzania Arbitration Centre (Tanzac)}) and the [City in Tanzania] for the seat of arbitration.
   • Execution & Signatures Block: Ensure all fillable fields for signatures and dates are ready.
3. Execution:
   • Both the Client and the Counsel must carefully read and understand the entire Agreement.
   • The authorized signatory for the Client must sign and date the "THE CLIENT" section.
   • The Lead Counsel (or authorized partner for the firm) must sign and date the "THE COUNSEL" section.
   • Ensure printed names, titles, and registration numbers are legible.
4. Payment of Initial Retainer: The Client must arrange for the payment of the initial Retainer Fee as specified in Section 2, typically concurrent with or immediately following the execution of the Agreement.
5. Filing (if applicable): While retainer agreements between private parties are generally not filed with government agencies in Tanzania, be aware of any specific professional body requirements or court rules if the matter involves court proceedings. It is recommended to consult with the Advocate on any filing requirements.
6. Record Keeping: Both parties should retain a fully executed copy of the Agreement for their records. The Counsel should also maintain accurate records of all billable hours, Disbursements, and retainer replenishment.
7. Enforcement: In case of disputes, the parties are bound by the dispute resolution clauses (Section 12). The arbitration process will be initiated as per the rules of the specified arbitration institution. Legal action for enforcement can be taken based on the terms of the executed agreement.