Client Engagement Agreement

Last updated: 20 July 2026

Parties

This Consulting Services Agreement ("Agreement") is entered into on [Effective Date] by and between:

FINLOG E&P Consultants, a proprietary consulting practice having its principal place of business at Mumbai, Maharashtra, India, represented by its Principal Consultant Mr. Adarsh Kumar Malpotra ("Consultant"); and

[Client Legal Name], a company incorporated under the laws of [Jurisdiction], having its registered office at [Address] ("Client").

The Consultant and the Client are individually referred to as a "Party" and collectively as the "Parties".

1. Scope of Services

The Consultant shall provide advisory services ("Services") to the Client as described in the Statement of Work ("SoW") or proposal annexed to this Agreement. The SoW will set out deliverables, timelines, assumptions, and specific dependencies. Any change in scope shall be documented in a written change order signed by both Parties.

2. Term and Commencement

This Agreement commences on the Effective Date and continues until completion of the Services or termination in accordance with Section 12, whichever is earlier. Retainer engagements shall renew only upon mutual written consent.

3. Fees, Taxes, and Payment Terms

• Fees: As set out in the SoW — typically an hourly rate, daily rate, fixed fee, or monthly retainer.
• Taxes: All fees are exclusive of Goods and Services Tax (GST) and other applicable statutory levies, which shall be charged additionally at prevailing rates.
• Invoicing: Invoices are raised as per the milestones or cycle specified in the SoW.
• Payment: Payable within fifteen (15) days of invoice date via bank transfer to the account specified on the invoice.
• Late payment: Interest at 1.5% per month (or the maximum permitted by law, whichever is lower) shall accrue on undisputed overdue amounts. The Consultant may suspend Services on continued non-payment beyond thirty (30) days.
• Expenses: Reasonable out-of-pocket expenses (travel, accommodation, offshore mobilisation, third-party data) shall be pre-approved by the Client and reimbursed at actuals.
• TDS: The Client may deduct tax at source as required under the Income-tax Act, 1961 and shall furnish TDS certificates in a timely manner.

4. Consultant's Obligations

• Perform the Services with reasonable skill, care, and diligence consistent with prevailing professional standards.
• Deploy suitably qualified personnel and maintain their availability as per the SoW.
• Comply with applicable Indian laws, industry standards, and Client site HSE requirements when working at Client premises.

5. Client's Obligations

• Provide timely, accurate, and complete information, access, and decisions required for the Services.
• Nominate a single point of contact empowered to give instructions and approvals.
• Ensure that all data, documents, and third-party materials shared with the Consultant are lawfully held and authorised for sharing.
• Provide safe working conditions at any Client site or offshore installation where the Consultant is required to be present.

6. Confidentiality

Each Party shall treat as confidential all non-public information of the other Party disclosed under this Agreement ("Confidential Information") and shall not disclose it to any third party without prior written consent, except: (a) to employees, subcontractors, or professional advisors bound by equivalent confidentiality obligations; or (b) as required by law, regulation, or an order of a court or regulator of competent jurisdiction. Confidentiality obligations shall survive termination for a period of three (3) years, and indefinitely for trade secrets.

7. Data Protection

Each Party shall comply with the Digital Personal Data Protection Act, 2023 ("DPDP Act") and other applicable data protection laws in India in respect of personal data processed under this Agreement. The Consultant shall process personal data shared by the Client only for the purposes of delivering the Services and shall implement reasonable technical and organisational safeguards.

8. Intellectual Property

• Pre-existing IP: Each Party retains ownership of its pre-existing intellectual property, including the Consultant's methodologies, frameworks, tools, checklists, templates, and know-how developed independently of the engagement.
• Deliverables: Subject to full payment of undisputed fees, the Client shall receive a non-exclusive, perpetual, royalty-free licence to use the specific written deliverables prepared for the engagement for its internal business purposes.
• Residual knowledge: The Consultant may retain and use general skills, experience, and residual knowledge acquired during the engagement, provided no Confidential Information of the Client is disclosed.

9. Independent Contractor

The Consultant is engaged as an independent professional and not as an employee, partner, agent, or joint venturer of the Client. Nothing in this Agreement shall create any employer-employee relationship or authorise either Party to bind the other. The Consultant is solely responsible for its own taxes, statutory contributions, and insurance.

10. Warranties and Disclaimer

The Consultant warrants that the Services will be performed in a professional and workmanlike manner. Except as expressly stated, the Services and Deliverables are provided on an "as-is" basis and the Consultant disclaims all other warranties, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, or achievement of specific commercial outcomes. Decisions taken by the Client on the basis of the Deliverables remain the Client's sole responsibility.

11. Limitation of Liability

To the fullest extent permitted by law:

• Neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or for loss of profit, revenue, goodwill, business opportunity, or data, arising out of or in connection with this Agreement.
• The Consultant's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total professional fees actually paid by the Client to the Consultant under the specific SoW giving rise to the claim in the twelve (12) months preceding the event of claim.
• The above limitations shall not apply to liability that cannot be excluded or limited under applicable law, including fraud or wilful misconduct.

12. Termination

• For convenience: Either Party may terminate this Agreement by giving thirty (30) days' prior written notice, unless a shorter or longer notice period is specified in the SoW.
• For cause: Either Party may terminate immediately upon written notice if the other Party commits a material breach that is not cured within fifteen (15) days of written notice, becomes insolvent, or is subject to insolvency, liquidation, or similar proceedings.
• Effect of termination: The Client shall pay for all Services rendered and expenses incurred up to the effective date of termination. Clauses relating to confidentiality, IP, limitation of liability, governing law, and dispute resolution shall survive termination.

13. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall directly solicit for employment any personnel of the other Party who was materially involved in the engagement, without prior written consent. General public recruitment advertisements shall not constitute solicitation.

14. Conflict of Interest

The Consultant shall disclose in writing any actual or potential conflict of interest that may reasonably affect the objectivity of the Services. The Consultant remains free to advise other clients, including in the energy sector, provided Client Confidential Information is not used or disclosed.

15. Force Majeure

Neither Party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, pandemics, war, terrorism, government action, cyclones, offshore evacuations, strikes, or infrastructure failures. The affected Party shall notify the other Party promptly and use reasonable efforts to mitigate.

16. Notices

All formal notices under this Agreement shall be in writing and sent to the addresses stated above, or to the email addresses nominated in the SoW, and shall be deemed delivered upon acknowledged receipt.

17. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest in the case of a merger, acquisition, or sale of substantially all of its assets.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Section 19, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction.

19. Dispute Resolution

The Parties shall first attempt in good faith to resolve any dispute through amicable discussion between senior representatives. Failing resolution within thirty (30) days, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator to be mutually appointed by the Parties. The seat and venue of arbitration shall be Mumbai, India, and the language shall be English. The arbitral award shall be final and binding on the Parties.

20. Entire Agreement

This Agreement, together with the SoW and any annexures, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, proposals, and understandings. No amendment shall be effective unless made in writing and signed by both Parties. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Signatures