Standard Retention Agreement

A Standard Retention Agreement: What it is and Why it Matters

A standard retention agreement is a legal document that outlines the terms and conditions under which a client retains the services of a professional, such as a lawyer or a consultant. Essentially, it is a contract between the client and the professional that sets out the scope of work, the fees, and other relevant details pertaining to the engagement.

For businesses and professionals, a standard retention agreement is an essential tool for ensuring that both parties are on the same page. Here are some of the key benefits of having a standard retention agreement in place:

Clarity and transparency

One of the primary benefits of a standard retention agreement is that it spells out the terms and conditions of the engagement in clear and unambiguous language. This helps to avoid any misunderstandings or disagreements down the line, as both parties have a clear understanding of what is expected of them.

Protection for both parties

Another advantage of a standard retention agreement is that it provides protection for both the client and the professional. It sets out the respective rights and obligations of each party, and includes provisions for dispute resolution and termination of the engagement if necessary.

Increased professionalism

By setting out the terms and conditions of the engagement in a formal document, a standard retention agreement can help to increase the perceived professionalism of the professional. It shows that they take their work seriously and are committed to providing a high quality service.

So what should a standard retention agreement cover? Here are some of the key elements:

Scope of work

The agreement should clearly define the scope of work that the professional will undertake for the client. This might include specific tasks or deliverables, as well as timelines and deadlines.

Fees and payment terms

The agreement should set out the fees that the client will pay for the professional`s services, as well as any additional costs such as travel expenses. It should also include details of payment terms, such as when invoices will be issued and when payment is due.

Confidentiality and non-disclosure

If the engagement involves sensitive information or trade secrets, the agreement should include provisions for confidentiality and non-disclosure. This might include restrictions on what information can be shared with third parties, and how any confidential information will be stored and protected.

Liability and indemnity

The agreement should specify the extent of the professional`s liability in the event that they fail to meet their obligations under the agreement. It should also include provisions for indemnity, which protect the professional against any claims or lawsuits arising from their work for the client.


The agreement should include provisions for termination by either party, such as if one party breaches the terms of the agreement or if the engagement is no longer required.

In summary, a standard retention agreement is an essential tool for businesses and professionals who want to ensure that their engagements proceed smoothly and without any misunderstandings. By setting out the terms and conditions of the engagement in a clear and transparent way, both parties can have confidence that their interests are protected. If you are a professional looking to establish a new engagement, or a client looking to retain the services of a professional, a standard retention agreement is a crucial first step.

Promise Definition in Indian Contract Act

The Indian Contract Act of 1872 is a vital piece of legislation governing the legal relationships between parties entering into contracts in India. Under this Act, any agreement between two or more parties that is enforceable by law is considered a contract. One essential element in a contract is the “promise.”

In basic terms, a promise is a declaration by one party to another that they will do or refrain from doing something. In the context of the Indian Contract Act, a promise is an essential component of a contract, as it is an assertion that one party makes to the other, creating a legally enforceable obligation.

Section 2 of the Act defines a “promise” as a proposal made by one party to another with the intention of obtaining the consent of the other party to enter into a contract. The proposal must be communicated to the other party. The promise can either be conditional or unconditional, and it must be capable of creating a legal obligation.

For example, suppose Party A offers to sell their car to Party B for a specified price. In that case, Party A has made a promise that they will sell the car to Party B at the agreed price. Party B, by accepting the offer, is giving their consent to the contract, and they are obligated to pay the agreed-upon price for the car.

The Indian Contract Act also recognizes the concept of a “performance of a promise.” This refers to the fulfillment of the obligations created by a promise made in a contract. If one party fails to perform their promised obligation, it can lead to a breach of contract.

For example, if Party A fails to deliver the car promised to Party B, Party A has breached the contract. Party B can take legal action against Party A to recover damages for the breach of contract.

In conclusion, the definition of a promise is a fundamental component of the Indian Contract Act. It is an assertion made by one party to another, creating a legally enforceable obligation. Any breach of a promise can result in legal action being taken against the offending party. It is crucial for parties entering into contracts to understand the significance of promises and obligations to ensure that their agreements are enforceable and legally binding.