Retainer Pakistan

INSTITUTIONAL RETAINER SERVICES AGREEMENT

DOCUMENT ID: COR-PK-RET-2026-V1
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: Islamic Republic of Pakistan (specifically subject to the provincial jurisdiction of [Province, e.g., Sindh / Punjab])

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This Retainer Services Agreement (the "Agreement") is drafted to comply with the applicable laws of the Islamic Republic of Pakistan, including the Contract Act, 1872, the Arbitration Act, 1940, and applicable provincial revenue laws governing services (including provincial Sales Tax on Services Acts). This document is an institutional-grade legal instrument. Parties acknowledge that legal enforceability depends upon proper execution, stamping in accordance with the Stamp Act, 1899, and registration where mandated by local statutory frameworks. Independent legal and tax counsel should be retained within Pakistan to review specific operational nuances before execution.

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2. PARTIES & RECITALS

THIS RETAINER SERVICES AGREEMENT is entered into and made effective as of the [Effective Date] (the "Effective Date"), by and between:

1. [Company Full Legal Name], a [duly incorporated private/public limited company] under the laws of the Islamic Republic of Pakistan, having its principal place of business at [Principal Address] (hereinafter referred to as the "Service Provider", which expression shall unless repugnant to the context include its successors-in-interest, legal representatives, and permitted assigns); and
2. [Client Full Legal Name], having its principal place of business / residential address at [Principal Address] (hereinafter referred to as the "Client", which expression shall unless repugnant to the context include its successors-in-interest, legal representatives, and permitted assigns).

WHEREAS, the Client desires to retain the Service Provider to provide professional retainer-based services, and the Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

3.1 Scope of Services & Engagement

(a) Engagement: The Client hereby engages the Service Provider on a retainer basis, and the Service Provider accepts such engagement, to provide the professional services described in Schedule A attached hereto (the "Services"). (b) Standard of Performance: The Service Provider shall perform the Services with professional skill, care, and diligence in accordance with recognized industry standards and applicable laws of the Islamic Republic of Pakistan. (c) Modifications to Scope: Any material expansion, reduction, or modification of the Services shall require a written amendment executed by the authorized representatives of both Parties (a "Change Order").

3.2 Compensation & Payment Terms

(a) Retainer Fee: In consideration for the Services rendered under this Agreement, the Client shall pay to the Service Provider a monthly retainer fee of [Amount in USD or PKR] (the "Retainer Fee"), payable in advance on or before the [Day of Month, e.g., 5th] day of each calendar month. (b) Invoicing: The Service Provider shall issue a formal invoice to the Client prior to each payment due date. All invoices shall be settled by the Client via wire transfer to the designated bank account of the Service Provider. (c) Taxes: The Retainer Fee is exclusive of any applicable governmental taxes, duties, or levies, including provincial Sales Tax on Services. The Client shall bear and pay all such applicable taxes levied by the tax authorities of Pakistan. If the Client is required by Pakistani law to withhold any taxes (such as income tax withholding under the Income Tax Ordinance, 2001), the Client shall provide the Service Provider with an official tax deduction certificate within the statutory timeline prescribed under Pakistani law. (d) Late Payment Interest: Any undisputed invoice amount not paid when due shall accrue interest at the rate of [Interest Rate, e.g., 1.5%] per month, or the maximum rate permitted by applicable Pakistani law, calculated on a daily basis from the due date until the date of actual payment in full. (e) Expenses: The Client shall reimburse the Service Provider for all pre-approved, reasonable, and necessary out-of-pocket expenses incurred in connection with the performance of the Services, subject to the submission of original receipts and supporting documentation.

3.3 Term & Termination

(a) Initial Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Term Length, e.g., twelve (12)] months (the "Initial Term"), unless terminated earlier in accordance with this Section 3.3. (b) Renewal: Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of [Renewal Term Length, e.g., one (1)] year each (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. (c) Termination for Convenience: Either Party may terminate this Agreement at any time, with or without cause, by providing not less than [Notice Period, e.g., sixty (60)] days' prior written notice to the other Party. (d) Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if:

1. The other Party commits a material breach of any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice detailing the breach; or
2. The other Party becomes insolvent, enters into liquidation (compulsory or voluntary), passes a resolution for winding up, appoints a receiver over its assets, or enters into any composition or arrangement with its creditors under the laws of Pakistan. (e) Effect of Termination: Upon termination of this Agreement, the Client shall pay the Service Provider for all Services rendered and approved expenses incurred up to the effective date of termination. Sections 3.5, 3.6, 3.7, 3.8, and 3.9 shall survive any termination or expiration of this Agreement.

3.4 Intellectual Property Ownership & Work Made for Hire

(a) Pre-Existing IP: Each Party retains all right, title, and interest in and to its respective pre-existing intellectual property, proprietary tools, methodologies, and know-how. (b) Work Product: Subject to full and final payment of all undisputed fees due under this Agreement, all deliverables, reports, designs, code, and documentation specifically created by the Service Provider for the Client under this Agreement (collectively, the "Work Product") shall be deemed "work made for hire" and shall become the exclusive property of the Client. (c) License to Service Provider: To the extent any Work Product does not qualify as a work made for hire, the Service Provider hereby grants to the Client an irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such Work Product solely for the Client's internal business operations.

3.5 Mutual Confidentiality & Non-Disclosure

(a) Definition: "Confidential Information" means any proprietary or non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") relating to business operations, financial data, trade secrets, software, client lists, and strategies, whether disclosed orally or in writing, marked as confidential or reasonably understood to be confidential. (b) Obligations: The Receiving Party shall hold all Confidential Information in strict confidence, use it solely for the purpose of performing its obligations under this Agreement, and disclose it only to its employees, directors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. (c) Exclusions: Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of the Receiving Party; (ii) was already in the rightful possession of the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law or order of a court of competent jurisdiction in Pakistan, provided the Receiving Party gives prompt written notice to the Disclosing Party.

3.6 Representations & Warranties

(a) Corporate Power: Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has full corporate power and authority to enter into and perform its obligations under this Agreement. (b) No Conflict: The execution and performance of this Agreement by either Party do not and will not violate any provision of its constitutional documents or any material contract, agreement, or law applicable to it. (c) Service Warranty: The Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

3.7 Limitation of Liability & Indemnification

(a) Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the cumulative aggregate liability of either Party arising out of or related to this Agreement shall be strictly limited to the total Retainer Fees actually paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability. (b) Exclusion of Consequential Damages: Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages. (c) Indemnification: Each Party agrees to defend, indemnify, and hold harmless the other Party, its directors, officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, or costs (including reasonable legal fees) arising out of or resulting from the indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement.

3.8 Dispute Resolution & Arbitration

(a) Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, termination, or validity (a "Dispute"), the Parties shall first attempt in good faith to resolve the Dispute through amicable senior-level negotiations within thirty (30) days of receiving written notice of the Dispute from either Party. (b) Arbitration: If the Dispute cannot be resolved through amicable negotiation, it shall be finally settled by binding arbitration in accordance with the Arbitration Act, 1940 (Act No. X of 1940) of Pakistan. The arbitration proceedings shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties (or failing agreement, appointed in accordance with the Arbitration Act, 1940). (c) Language & Venue: The seat and venue of the arbitration shall be [City, e.g., Karachi / Lahore / Islamabad], Pakistan, and the proceedings shall be conducted in the English language. (d) Enforceability: The award rendered by the arbitrator shall be final, binding upon the Parties, and enforceable in any court of competent jurisdiction.

3.9 Governing Law & Jurisdiction

(a) Governing Law: This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced, and construed in accordance with the substantive laws of the Islamic Republic of Pakistan, without regard to its conflict of laws principles. (b) Jurisdiction: Subject to Section 3.8, the courts located in [City, e.g., Karachi / Lahore], Pakistan, shall have exclusive jurisdiction over any legal proceedings arising out of this Agreement.

3.10 Miscellaneous

(a) Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. (b) Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery via electronic signature or digital transmission (such as DocuSign or scanned PDF) shall be deemed legally binding and valid. (c) Entire Agreement: This Agreement, together with any attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. (d) Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless executed in writing by authorized representatives of both Parties. (e) Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, utility failures, or governmental restrictions (each a "Force Majeure Event"). The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate the effects of the Force Majeure Event.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Retainer Services Agreement to be duly executed by their respective authorized signatories as of the Effective Date first written above.

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document in Microsoft Word or Google Docs. Locate all bracketed placeholder text (e.g., [Company Full Legal Name], [Amount in USD], [City]) and replace them with the exact verified data corresponding to the transaction. Remove all square brackets.
2. Legal & Tax Verification: Ensure that the designated Retainer Fee, withholding tax requirements under Pakistan's Income Tax Ordinance (2001), and provincial sales tax implications are reviewed by a qualified corporate tax advisor or chartered accountant licensed in Pakistan.
3. Stamp Duty Compliance: Print the finalized Agreement and affix the requisite provincial adhesive or non-judicial stamp paper in accordance with the provisions of the Stamp Act, 1899, applicable to the province where the contract is executed or performed.
4. Signatory Authority Verification: Verify that the individuals executing the Agreement on behalf of both corporate entities possess proper legal authority (via Board Resolution, Power of Attorney, or constitutional Articles of Association).
5. Execution: Execute the document in duplicate counterparts either through physical wet-ink signatures or via secure digital signature platforms (such as DocuSign or Adobe Sign) compliant with the Electronic Transactions Ordinance, 2002 of Pakistan.
6. Record Retention: Store one fully executed original counterpart in the corporate legal repository/secretariat records of each Party for a minimum statutory duration of five (5) years following the termination of the Agreement.