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1. Parties: Identifies and provides full details of the retaining party and the retained professional/firm
2. Background: Contextual information explaining the purpose of the retainership and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the professional services to be provided under the retainership
5. Term and Renewal: Duration of the retainership and conditions for renewal or extension
6. Retainer Fees and Payment Terms: Monthly/periodic retainer amount, payment schedule, and billing procedures
7. Obligations of the Retained Party: Key responsibilities and commitments of the professional/firm providing services
8. Obligations of the Retaining Party: Responsibilities of the client, including providing necessary information and access
9. Confidentiality: Provisions for handling confidential information shared during the engagement
10. Termination: Grounds and procedures for ending the retainership agreement
11. Governing Law and Jurisdiction: Specifies Philippine law as governing law and relevant jurisdiction for disputes
1. Non-Compete: Restrictions on providing similar services to competitors, used when sensitive industry knowledge is involved
2. Intellectual Property Rights: Ownership and usage rights of work products, important for creative or technical services
3. Insurance and Liability: Professional liability insurance requirements and limitation of liability provisions
4. Force Majeure: Provisions for unforeseen circumstances preventing performance
5. Data Protection: Specific provisions for handling personal data, required if dealing with personal information
6. Anti-Corruption Compliance: Required for government-related services or when dealing with public sector
7. Exclusivity: Used when the retained party is to work exclusively for the retaining party
8. Performance Metrics: Specific KPIs or service levels, useful for measuring service quality
1. Schedule A - Scope of Services: Detailed breakdown of services covered under the retainership
2. Schedule B - Fee Structure: Detailed breakdown of fees, including hourly rates for additional services
3. Schedule C - Key Personnel: List of key professionals assigned to provide the services
4. Schedule D - Service Levels: Specific performance metrics and service level agreements
5. Appendix 1 - Required Reports: Templates or formats for regular reporting requirements
6. Appendix 2 - Communication Protocol: Procedures for routine communications and escalations
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