RETAINERSHIP AGREEMENT

This Retainership Agreement ("Agreement") is made and entered into on [Date]

at Gurugram,
by and between:

Resin Finance, an Indian Company registered under the Companies Act, 2013
with its Registered Office at
_________________________________________________________ and
having email address _________________________, through its
_________________ Mr. ______________________ duly authorized to
execute this agreement hereinafter referred to as "NBFC", which expression
unless repugnant to the context or meaning thereof shall include its successors
and permitted assigns, of the First Part.
And
Nitin Jaspal & Associates, a legal professional duly licensed to practice under
the laws of India, with an office at ________________________, hereinafter
referred to as "Retainer", which expression unless repugnant to the context or
meaning thereof shall include its successors and permitted assigns, of the
Second Part.

RECITALS
WHEREAS, the NBFC is a legally registered non-banking financial company
engaged in the business of providing financial services, including but not
limited to lending, credit facilities, and financial advisory services;
WHEREAS, the Retainer is a qualified legal professional with expertise in
financial and legal matters, particularly in regulatory compliance,
documentation, and legal representation;
WHEREAS, the NBFC desires to appoint the Retainer as an independent
intermediary to facilitate various financial and legal transactions while ensuring
regulatory compliance;
WHEREAS, the Retainer is willing to accept such an appointment and render
professional services under the terms and conditions set forth in this Agreement;
 NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

1. APPOINTMENT OF RETAINER

i) The Non-Banking Financial Company (NBFC) hereby formally

appoints the Retainer as its duly authorized intermediary for the purpose
of facilitating a broad range of financial and legal services on behalf of
the NBFC. The Retainer, in its role as an authorized representative, shall
actively engage in assisting and supporting the NBFC’s clients by
ensuring seamless execution of financial transactions, compliance with all
applicable regulatory requirements, and proper management of legal
documentation. The Retainer shall be responsible for bridging the gap
between the NBFC and its clients, providing necessary guidance, and
extending support in areas related to financial dealings, statutory
obligations, and other associated services. The Retainer’s role shall
include, but not be limited to, ensuring that clients have access to accurate
financial information, assisting with loan processing, facilitating
documentation for regulatory approvals, and addressing any legal
formalities that may arise during the course of financial dealings.

ii) The shall at all times conduct business in a manner that upholds the
highest standards of professionalism, integrity, and ethical conduct as
mandated by the relevant laws, rules, and regulations governing financial
and legal services. It shall be the duty of the Retainer to adhere strictly to
ethical business practices, ensuring that all transactions are carried out
with due diligence, fairness, and transparency. The Retainer must
exercise the utmost care and caution in handling financial transactions,
safeguarding client interests, and ensuring that all services provided align
with the prescribed legal and regulatory framework. Additionally, the
Retainer shall take necessary precautions to prevent any fraudulent
activities, misrepresentations, or discrepancies in financial dealings. The
Retainer is expected to stay updated with any changes in the regulatory
landscape and ensure that the services provided remain compliant with
evolving laws, thereby fostering trust and confidence among clients and
stakeholders involved in the financial ecosystem of the NBFC.
2. SCOPE OF SERVICES (Subject to Further Discussion)

The Retainer shall be responsible for providing comprehensive legal and

administrative support to the NBFC, ensuring strict adherence to all applicable
laws, rules, and regulatory frameworks governing financial operations. The
scope of services encompasses a wide range of critical functions aimed at
facilitating seamless financial transactions, legal compliance, and risk
mitigation. The Retainer’s role shall include, but not be limited to, the following
key responsibilities:

a.) Drafting and Reviewing Loan Agreements – The Retainer shall be

responsible for preparing, reviewing, and vetting loan agreements and
other financial contracts to ensure they are legally sound, compliant with
relevant financial laws, and aligned with industry regulatory standards.
This includes incorporating necessary clauses to safeguard the interests of
the NBFC, mitigating risks associated with lending, and ensuring
contractual clarity for all parties involved.
b.) Legal Due Diligence – The Retainer shall conduct a thorough
examination of the financial standing, creditworthiness, and legal
background of prospective clients before engaging in financial
transactions. This process shall involve scrutinizing client documentation,
assessing financial history, verifying statutory compliance, and
identifying any potential legal risks or liabilities that may affect the
NBFC’s decision-making process.
c.) Regulatory Compliance Support – The Retainer shall provide advisory
services related to financial laws, statutory requirements, and industry
best practices. This includes ensuring that the NBFC operates within the
legal framework set forth by regulatory authorities, assisting in the
preparation and submission of required documents, and keeping the
NBFC informed about changes in compliance obligations, thereby
minimizing the risk of non-compliance.
d.) Dispute Resolution Services – In cases where financial disputes or legal
challenges arise, the Retainer shall assist in handling and resolving such
matters efficiently. This includes providing legal guidance on dispute
resolution strategies, representing the NBFC’s interests in negotiations,
drafting legal notices, and facilitating settlements while ensuring
compliance with dispute resolution mechanisms prescribed by law.
e.) Legal Representation – The Retainer may, as per the terms of
engagement, act on behalf of the NBFC in legal negotiations, financial
settlements, and formal proceedings where such representation is
required. This includes engaging with regulatory authorities, financial
 institutions, and clients in matters concerning contractual obligations,
compliance issues, and other legal formalities that require professional
legal intervention.
f.) Confidentiality Assurance – The Retainer shall maintain the highest
standards of confidentiality and data protection, ensuring that all
proprietary and client-related information remains secure and undisclosed
to unauthorized parties. This includes safeguarding sensitive financial
records, protecting trade secrets, and adhering to non-disclosure
agreements (NDAs) as required under law and industry regulations.

The Retainer hereby agrees to undertake the following responsibilities in a

comprehensive and diligent manner:

a.) To prepare and submit detailed monthly reports pertaining to compliance-

related matters, ensuring that all regulatory requirements, statutory
obligations, and legal frameworks governing the operations of the Non-
Banking Financial Company (NBFC) are meticulously analyzed,
reviewed, and documented. These reports shall provide insights into the
company’s adherence to legal mandates, highlight any areas of concern,
and suggest necessary corrective actions to maintain full regulatory
compliance.
b.) To collaborate closely and consistently with the NBFC’s legal and
finance teams, facilitating seamless coordination and effective
communication between different departments. This collaboration shall
include providing legal guidance on financial transactions, assisting in the
interpretation of regulatory updates, offering support on contractual
matters, and ensuring that all operational activities remain within the
purview of applicable laws. The Retainer shall actively engage in
discussions, provide expert legal opinions, and assist in the formulation of
policies that align with both financial prudence and legal soundness.
c.) To maintain professional liability insurance in accordance with the
requirements set forth by applicable laws, industry standards, or
contractual obligations. This insurance coverage shall serve as a
safeguard against any claims, liabilities, or legal disputes that may arise in
the course of providing professional legal and compliance-related
services to the NBFC. The Retainer shall ensure that the insurance policy
remains valid at all times and shall promptly renew it as necessary,
thereby upholding professional integrity and mitigating risks associated
with legal practice.
3. COMPENSATION AND PAYMENT TERMS (NEED TO BE
DISCUSSED)

i) The compensation structure and payment terms governing the

professional engagement of the Retainer shall be subject to mutual
discussion and agreement between the parties. The following provisions
outline the general framework for payment-related matters:
ii) The NBFC shall compensate the Retainer in accordance with the terms
and conditions that are mutually agreed upon by both parties. The
compensation structure shall take into account the scope of services, the
complexity of tasks undertaken, and any additional responsibilities
assigned to the Retainer. The terms shall be clearly defined in a formal
agreement to avoid any ambiguity or misunderstandings.
iii) Payments for services rendered by the Retainer shall be processed within
a specified number of days from the date of submission of the invoice.
The exact timeline for payment, such as [X] days, shall be determined
based on discussions and documented in the contractual agreement to
ensure clarity and financial transparency.
iv) All payments made to the Retainer shall be subject to applicable taxes,
statutory deductions, and other financial obligations as per the prevailing
laws and regulations. Any deductions required by law, such as
withholding tax or professional tax, shall be appropriately accounted for
in the payment structure. The Retainer shall be responsible for
compliance with all tax-related requirements associated with their
compensation.
v) The Retainer shall submit a detailed and itemized statement of services
rendered before the processing of payments. This statement shall include
a breakdown of tasks completed, time spent on each service, and any
additional expenses incurred (if applicable). Such documentation shall
ensure transparency, facilitate proper record-keeping, and assist in
financial reconciliation for both parties.
vi) The NBFC reserves the right to review and adjust the compensation of
the Retainer in case of any modifications in service requirements,
expansion of responsibilities, or significant changes in the scope of work.
Any such adjustments shall be subject to discussions and mutual
agreement between the parties to maintain fairness and alignment with
the business objectives of the NBFC.

4. RESPONSIBILITIES AND OBLIGATIONS

 i) The Retainer shall undertake a range of duties and responsibilities to
ensure the smooth functioning of legal and compliance-related matters for
the NBFC. These responsibilities include maintaining accurate and up-to-
date records of all services performed and submitting periodic reports to
the NBFC, ensuring transparency and accountability in all professional
engagements. Additionally, the Retainer shall verify that all
documentation related to financial transactions is complete, legally valid,
and enforceable before proceeding, thereby minimizing legal risks and
ensuring regulatory compliance. The Retainer is expected to act in good
faith and in the best interests of the NBFC, maintaining professional
integrity and avoiding any potential conflicts of interest that may
compromise the company’s legal or financial standing. Furthermore, the
Retainer shall provide expert advisory services aimed at mitigating risks
associated with financial transactions and ensuring that all activities align
with applicable laws, industry standards, and ethical guidelines.
ii) To enhance compliance and risk management, the Retainer shall
implement robust compliance measures. These shall include conducting
regular audits to verify the accuracy and completeness of documentation,
ensuring that financial and legal records remain free from discrepancies.
A structured compliance checklist shall be developed and implemented
for all financial transactions, helping to streamline processes and maintain
adherence to statutory requirements. Additionally, the Retainer shall
provide in-depth risk assessments for major financial dealings,
identifying potential vulnerabilities and recommending corrective actions
to safeguard the NBFC against legal and financial risks.

5. TERM AND TERMINATION

This Agreement shall be effective from the date of signing and remain in force
for [X] years unless terminated earlier.
Termination Conditions:
 Either party may terminate this Agreement by providing 60 days' written
notice to the other party.
 The NBFC reserves the right to terminate this Agreement immediately in
case of a breach of terms by the Retainer.
 If the Retainer fails to fulfill contractual obligations, the NBFC may
terminate the Agreement without any liability.
 Upon termination, the Retainer must return all NBFC-related
documents and materials without delay.
 Post-Termination Obligations:
 The Retainer shall submit a final report summarizing all services
completed before termination.
 A termination review meeting shall be conducted to assess compliance
and outstanding matters.
 Non-compete restrictions shall remain in effect for [Z] months post-
termination to prevent conflicts of interest.

6. LIABILITY AND INDEMNITY

a.) The Retainer shall be solely responsible for any legal claims, financial
losses, or liabilities arising due to breach of duty, negligence, or
professional misconduct in the course of providing services to the NBFC.
In the event of any misrepresentation, non-compliance, or failure to
adhere to regulatory requirements, the Retainer agrees to indemnify and
hold the NBFC harmless against any resulting losses, penalties, or legal
consequences. Furthermore, any unauthorized actions undertaken by the
Retainer without prior approval from the NBFC shall be the sole
responsibility of the Retainer, who shall bear full liability for any adverse
impact caused to the company. Additionally, if the NBFC incurs legal
expenses due to the Retainer’s negligence, the Retainer shall be obligated
to compensate for such costs in full.
b.) To ensure effective risk management, the Retainer shall implement a
comprehensive risk mitigation framework aimed at minimizing potential
liabilities. This shall include conducting quarterly reviews to assess risk
exposure, proactively identifying areas of concern, and taking corrective
measures to prevent compliance failures. Moreover, the Retainer shall
assist in establishing and maintaining internal policies that strengthen risk
control mechanisms, thereby ensuring that all legal and financial risks are
effectively managed in alignment with regulatory and corporate
governance standards.

7. CONFIDENTIALITY

Both parties shall maintain strict confidentiality regarding all business

transactions, client data, and any proprietary or sensitive information exchanged
during the course of the engagement. The Retainer shall not disclose, share, or
disseminate any confidential information to third parties without obtaining prior
written consent from the NBFC. Any misuse, unauthorized access, or disclosure
of such information shall be considered a material breach of this Agreement.
 Furthermore, proprietary information entrusted to the Retainer shall not be
utilized for personal gain or for the benefit of any third party, ensuring that the
interests of the NBFC remain protected at all times. Upon termination or
expiration of this Agreement, the Retainer shall be obligated to return all
confidential documents, records, and materials, refraining from retaining any
copies in any form.

To reinforce confidentiality safeguards, the NBFC and the Retainer shall

implement stringent protective measures. These shall include the mandatory use
of non-disclosure agreements (NDAs) when engaging with third parties to
prevent unauthorized sharing of sensitive information. Additionally, all
confidential documents shall be securely stored using encrypted digital storage
solutions to prevent data breaches or cyber threats. To further strengthen
security, a strict access control policy shall be enforced, ensuring that only
authorized personnel have access to classified information, thereby minimizing
the risk of unauthorized disclosure or misuse.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and interpreted in accordance with the

applicable laws of Gurugram. In the event of any disputes, both parties shall
make all reasonable efforts to resolve the matter through good faith
negotiations, ensuring a fair and amicable settlement. However, if the dispute
remains unresolved despite such efforts, the matter shall be referred to
arbitration in Gurugram, with both parties mutually agreeing to abide by the
final arbitration decision. The arbitration process shall be conducted in
accordance with the prevailing arbitration laws, ensuring a neutral and unbiased
resolution mechanism. In the event that arbitration fails to resolve the dispute,
either party shall have the right to pursue legal action in the competent courts of
Gurugram, which shall have exclusive jurisdiction over the matter.

To further strengthen the dispute resolution framework, the parties shall agree
on additional legal considerations. These shall include the appointment of a
neutral and independent arbitrator to oversee arbitration proceedings, ensuring
impartiality and fairness. Before initiating any formal litigation, both parties
shall also explore mediation as a preliminary step, allowing for a structured and
constructive discussion to facilitate resolution. Additionally, clear jurisdictional
authority shall be established to avoid ambiguity regarding the legal forum for
dispute resolution, thereby ensuring compliance with agreed-upon legal
procedures.
9. ENTIRE AGREEMENT
This Agreement represents the complete and final understanding between the
parties regarding the subject matter herein and supersedes all prior discussions,
negotiations, agreements, or communications, whether written or oral. No other
representations, warranties, or commitments shall be considered binding unless
expressly stated in this Agreement. Any amendments or modifications to this
Agreement shall only be valid if made in writing and duly signed by both
parties, ensuring clarity and mutual consent in all contractual obligations.

IN WITNESS WHEREOF, the parties have executed this Retainership

Agreement as of the date first written above.
Signed for and on behalf of Resin Finance:
Signature: ________________________
Name: [Representative’s Name]
Designation: [Designation]

Signed for and on behalf of Nitin Jaspal:

Signature: ________________________
Name: Nitin Jaspal
Designation: Legal Retainer
Date: ________________________