[Take printout in letterhead]

Ref No. LEGAL/ Date 0-0-2013

To,

Mr. / Mrs.
Advocate
Adress
Pune.

Kind Attention :- Mr.

Subject : Engagement Letter for commercial litigation matter.

Reference :- Original Suit No. ………. /2013 between M/s L td Vs …. Limited,.

Dear Madam,

Litigation Matter:-
In connection with the above matter, this letter confirms your engagement by ……. Limited
/ client. To ensure a complete understanding between us, this letter confirm our
understanding of the terms and objectives of your engagement and to clarify the nature
and limitations of the professional services to be provided.

Your fees for acting on behalf of ……. Limited / client, is calculated at an rate as detailed in
the Annexure-II of Letter. Professional fees are according to the schedule set out by us
and you plus applicable Tax. Also, in addition to this amount there will be disbursements,
such as various court fees, if any, the fees of experts, clerks and of an miscellaneous
expenses. When they arise you will provide more details & particulars concerning each of
them. No advance payment will be entertained during the course of the matter. No
advance payment will be entertained during the course of the matter.

You are responsible for the conduct of the above matter. Enclosed herewith a copy of the
plaint along with the summons in respect of the above matter. Copies of documents
mentioned in plaint are not provided to Company / client therefore you are requested to
get the copy of other documents either from the Registry or from the other side. Where a
plaintiff sues upon a document or relies upon document in his possession or power in
support of his claim, plaintiff has to produce that document in court along with a copy
thereof [Order VII rule 14]. If such a document is not filed with the plaint, the Court will
not consider it as evidence at the hearing. Please confirm who will be day-to-day contact
person with and who will provide information of the important developments [e.g Dates,
Order / Judgement etc.] in the case from time to time.

Also enclosed with this letter are our standard terms and conditions for commercial
litigation and a second copy of this letter. If the above fairly sets forth your
understanding, Please could you sign the copy and return it to us. When returning the
second copies of this letter please sign on the line below indicating your acceptance of
terms & conditions for commercial litigation. This letter will be in effect regarding our
engagement until superceded by a subsequent understanding.

Acceptable means of communication are by post or email. Our contact details are stated
at the head (or) foot of the first page of this letter.

You are hereby requested to start work on the above matter on our behalf immediately.
By signing and returning the second copy of this letter you are agreeing that you are
starting work on the above matter immediately. In this connection, we are sending
herewith duly signed Vakalatnama for taking necessary action at your end. On receipt of
enclosed documents, you are requested to appear before the Court and take time for filing
counter. And also ensure that filed vakalathnama will also be registered in the register
maintained by the Registry.

If you require any further information, have any queries or need papers on any aspect of
the above matter please do not hesitate to contact us.

We look forward to a long and mutually satisfying relationship.

Yours faithfully

Name

Encl: As above.

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ACKNOWLEDGEMENT & ACCEPTANCE BY LAWYER

I confirm receipt of your letter of engagement for commercial litigation, agree to the
terms & conditions as mentioned in enclosed standard terms and conditions for
commercial litigation and am pleased to accept the same.

The following information has been completed and is being provided below :

Office Address : -------------------------------------------

Office Hours / Timing : -------------------------------------
Email Address : ---------------------------------------------
Telephone Number : ----------------------------------------
Fax Number : -----------------------------------------------
Mobile Number : --------------------------------------------

Thanks and regards,

Signature

Name :

Date :
 GENERAL TERMS AND CONDITIONS FOR COMMERCIAL LITIGATION

1 Introduction
1.1 These terms and conditions are provided to comply with certain standards
recommended by the Company / client, and also to indicate to lawyer as clearly as
possible the standard of service company / client can expect from you and the amounts,
and how, you will charge for the work you do.

1.2 These terms and conditions do not affect statutory and common law rules which
govern advocates’ business, but if there is a conflict between them and these terms and
conditions, the law rules will prevail as far as it is possible for them to do so.

1.3 When ‘we’ and ‘us’ are used in these terms and conditions they mean Company /
client, Mumbai.

2 Responsibility for work carried out on our behalf

2.1 The person(s) who will carry out all or the majority of the work in our matter is or are
shown on bottom of this letter. You made the said arrangement at your own cost.

2.2 You shall render professional services connected with the said case, litigation, work
usually and normally rendered by Lawyers.

2.3 If said case, litigation attended to by you is decided against the Company / client
and / or its officers, you will give best & fair opinion regarding the advisability of filing an
appeal from such a decision.

2.4 You will not enter into any compromise with the opposite party without written
instructions given by the Company / client.

2.5 In some circumstances & to provide a more efficient service, it may be appropriate for
some work to be carried out by other members of staff at your sole expenses. All work by
such staff is carried out under the supervision of an advocate. Overall supervision of the
matter is undertaken by an advocate.

3 Charges and expenses

3.1 The fees payable in relation to the said case(s) / work(s), to the Lawyer / Counsel
shall be as detailed in the Annexure-II of letter.

3.2 Professional fees are according to the schedule set out by Company and you plus
applicable Tax.

3.3 Routine letters or emails that you write and routine telephone calls that you make and
receive will not be charged.

3.4 In addition to above fixed amount, we may also take into account a number of factors
which include the complexity of the issues involved in the matter, the speed at which
action must be taken, the expertise or specialist knowledge which the matter requires
and, if appropriate, the value of the property or subject matter involved. Your rates may
be adjusted upwards if, for example, the matter becomes more complex than expected or
has to be carried out in an emergency or out of hours. In these circumstances the
increased rate will not exceed Rs. 10,000/-(amount) above the usual rate.

3.5 You add applicable tax to your charges at the rate that applies when you carry out the
work.

3.6 Company / client will also pay for expenses you incur on our behalf (disbursements).
These include a variety of court fees, fees for expert witnesses or for the preparation of
expert and other reports, fees for clerks, plus other costs (such as photocopying charges
etc).
3.7 If you need to carry out some unforeseen additional work you will let us know about
this (normally before you carry it out), and also provide us with the estimated cost of
carrying it out. This can arise because of unexpected difficulties, a change in your
requirements or a change in circumstances during the course of the matter (such as
unexpected action or inaction by the other party or parties involved in the matter).

3.8 Company / client can set a limit on your charges and the expenses you incur on our
behalf. If Company / client set such a limit, you can charge for work carried out and
expenses incurred up to the limit without Company / client needing to refer for approval
to carry out the work, and Company / client must pay your charges and the expenses up
to the limit. If it appears that the limit Company / client have set is likely to be exceeded,
you will inform Company / client. You will not normally exceed the limit without first
obtaining our approval to do so.

3.9 sums in advance :- you will offset such payments made in advance against the
invoices you will send to us from time to time and the final invoice. You will provide
Income tax PAN number & service tax number photocopy.

4 Invoices
4.1 You will send us invoices for your expenses on a regular basis during the course of the
matter. This will enable us to budget. All invoices sent to us are statute bills unless
otherwise stated.

4.2 Before Company / client pay, you submit fairly and accurately described detailed bill /
written statement showing specific services rendered and the charge for each.

4.3 If we have any queries about any invoice we receive, our official will contact you.

5 Electronic mail
Electronic mail enables us to communicate more quickly with our lawyers (and also for
lawyers to correspond with us more quickly). By accepting this covering letter allows you
to indicate you agree to letting us correspond by email.

6 Data protection
By you agreeing to render professional services acting for Company / client, holding and
processing in any form, and transferring, data you collect in relation to our company /
client for the purposes of providing legal services. No information concerning our company
/ client or the matter with which you are dealing with on our behalf will be disclosed or
passed onto a third party without our specific authority (subject to the proviso set out in
Clause 8 below).

7 Proof of identity
7.1 The rules & regulations of company / client now require to obtain satisfactory
evidence of the identity of their advocates. If you are an firm /organisation, these
requirements will apply to each Individual who deals with us on behalf of the firm
/organisation. We should be grateful, therefore, if you would provide us with documents
to verify your identity and address.

8 Confidentiality
Advocates are under a professional and legal obligation to keep the affairs of company /
client confidential. This obligation, however, is subject to a statutory exception.

9 The charges and expenses of another party

9.1 we are responsible for paying your charges and the expenses incurred on our behalf in
all circumstances.

9.2 A court may also require us to pay the legal charges and expenses incurred by
another party, usually when you are not successful in legal action against us or they are
successful in legal action against us. Such payments would be in addition to your charges
and expenses incurred.

10 Storage of papers and documents

10.1 You are entitled to keep copy of all the papers and documents generated by us or
received from us or other persons (including original documents) if some or any sums
owing by our company / client to you have not been paid at the end of our work on the
matter or after the termination.

10.2 You normally keep papers for no more than 6 years (except for those we ask you to
return to us). You keep the photocopy of papers of our case upto the end of 6 years after
the date of the final invoice you sent to us thereafter you have our express authority to
destroy the papers. However, you will not destroy papers we have expressly asked you to
deposit in safe custody.

10.3 You do not usually charge for retrieving papers or documents held in storage where
Company / client are providing continuing or new instructions.

11 Termination
11.1 We can terminate our instructions to you in writing at any time. But if we have not
paid all the sums owing to you, you are entitled to keep our papers and documents until
we do so.

11.2 During the course of the matter we may come to believe that you should stop acting
for us, for example if we cannot give you clear or proper instructions or it is clear that we
have lost confidence in the way in which you are carrying out work on our behalf.

11.3 You will only stop acting for us when you have a good reason to do so; for example:
11.3.1 if we do not pay first stage of your invoices, or
11.3.2 if we provide instructions which are unreasonable or would require you to breach a
professional rule or a duty to the court or involve the commission of a criminal offence.

12.4 If you decide to stop acting for us you will give us reasonable notice that you are to
stop acting. The precise length of the notice will depend on the circumstances.

12.5 If we decide that we no longer wish you to act for us, we will pay you for the actual
services rendered as per stages referred to in this letter plus any expenses incurred up to
the date of your ceasing to act for us.

12.6 If you cease to act for us (for whatever reason) we agree to send to the court and
every other party involved in this matter a notice. The notice will state that you are no
longer acting for us and, if appropriate, indicate who our new advocates are. We agree to
do this within 10 days of you ceasing to act for us (or two working days prior to a court
hearing). Our new advocates may do this for us. However, if we do not do this (or our
new advocates do not do this) then we authorise you to send to the court and the other
parties a notice indicating that you have ceased acting for us. If you send the notice then
we agree that the notice will indicate our address for correspondence as our official
address for service of documents relating to the case and will show us as acting in person.

12 Your service and complaints

12.1 your aim is to provide a professional service with which we will be satisfied.
However, we do realise that on some occasions our expectations may not be met or that
we may have a query or concern or simply be dissatisfied. If any of these occur, initially
we will raise them with the person(s) who is assisting you in the matter. If he / she
cannot resolve them to our satisfaction or would not wish to speak to the person(s), then
we will contact you [the person who has overall responsibility for our matter].

14 Online access
14.1 You have agreed that Company / client can access online progress reports
concerning our matter through our email addresses.

15 Further instructions concerning contentious matters

If we provide you with further instructions concerning other contentious matters, these
general terms and conditions for commercial litigation will apply, unless we agree
otherwise.

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Please indicate your understanding and acceptance of the above terms and conditions by
signing in the space provided below.

I unconditionally accept & agree.

Signature

Name

Date.

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Name of person(s) who will carry out all or the majority of the work in our matter is as
follows:-
1. Mr. / Mrs…………………………., Advocate [Associate] Mob. No. ………………………….