1. Parties and Identification
The engagement letter identifies the parties — the institutional client (the bank, NBFC, or ARC by legal name and registered office) and the chambers (Unified Chambers And Associates, with Advocate Subodh Bajpai, Senior Partner, as the engaging advocate). Both parties are clearly identified with corporate identification details, registered offices, and authorised-representative names.
Typical Clauses
- Client: [Legal Name of Bank / NBFC / ARC] (CIN: [______]), having its registered office at [______]
- Counsel: Unified Chambers And Associates, New Delhi, represented by Advocate Subodh Bajpai, Senior Partner (Bar Council of Delhi Enrolment No. D/3264/25)
- Effective date of engagement: [DD/MM/YYYY]
- Authorised representatives for the engagement on each side, with contact details
2. Scope of Engagement
The scope clause specifies precisely what work the chambers are engaged to perform. Sophisticated institutional engagement letters define scope by mandate area, geography, forum, and matter type — not as open-ended retainers. Scope changes outside the defined ambit require a written amendment or a new engagement letter.
Typical Clauses
- Mandate areas (e.g., SARFAESI Section 13 enforcement, DRT original applications, IBC Section 7 admissions, Section 138 NI Act prosecution, OTS documentation)
- Forums covered (e.g., Delhi High Court, DRT Delhi, DRAT, NCLT New Delhi, NCLAT, district courts of Delhi)
- Geographic scope (e.g., matters in Delhi)
- Matter types (individual matter referrals, written opinions)
- Excluded scope (e.g., tax advisory, regulatory enforcement matters, criminal prosecution outside Section 138 NI Act)
3. Fees
Fees for each matter are agreed in writing before work on that matter begins.
4. Reporting Cadence and MIS Integration
The reporting clause sets out how the chambers will keep the institutional client informed. Strong engagement letters specify cadence, format, content, and escalation triggers. Reporting can be tailored to the institution's internal MIS — custom data fields, specific status definitions, bespoke escalation triggers can all be accommodated.
Typical Clauses
- Active-matter status: weekly written status reports per active matter
- Portfolio review: monthly summary across all active matters with categorical status breakdowns
- Escalation alerts: prompt notification of adverse interim orders, approaching limitation dates, or developments requiring a client decision
- MIS integration: data exports in client's preferred format (CSV/Excel/JSON) for ingestion into legal-management software
- Quarterly governance review: portfolio-level discussion with the client's GC office or panel-procurement function
5. Conflict-Management Framework
The conflict clause sets out how conflicts of interest are handled: a conflict check before engagement, continuing disclosure during the relationship, and consultation with the client when a borderline conflict arises.
Typical Clauses
- Conflict check against the chambers' records before the engagement letter is signed
- Ongoing duty of proactive disclosure where new instructions create potential conflicts
- Escalation framework for borderline conflicts (consultation with the institutional client before acceptance of new conflicting work)
- Right of the institutional client to require declination of new conflicting instructions
- Confidentiality obligations across the conflict-management framework
6. Confidentiality and Privilege
The confidentiality clause covers professional communications between advocate and client, protected under Sections 132 to 134 of the Bharatiya Sakshya Adhiniyam, 2023 (formerly Sections 126 to 129 of the Indian Evidence Act, 1872); the chambers' obligation to keep all client information confidential; restrictions on disclosure to third parties; and exceptions for disclosure compelled by law (court orders, regulatory inquiries). Document-handling and digital-storage provisions govern how the institution's data is kept.
Typical Clauses
- Advocate–client privilege under Sections 132 to 134 of the Bharatiya Sakshya Adhiniyam, 2023
- Chambers' confidentiality obligations covering all client information
- Restrictions on disclosure to third parties without express written consent
- Exceptions for legally compelled disclosure (court orders, regulatory inquiries)
- Digital-document handling: encryption at rest, access controls, audit logging
- Document-retention and destruction protocols at conclusion of engagement
7. Term, Termination and Transition
The term clause sets out the duration of the engagement — for the life of each matter referred, or for an agreed period. Termination provisions cover notice periods, completion of matters in progress, and orderly transition to successor counsel, so that the client's representation continues without a gap.
Typical Clauses
- Term (for the life of each matter, or as agreed)
- Termination by either party with [______] days' written notice
- Completion of in-progress matters notwithstanding termination of the broader engagement
- Orderly transition to successor counsel including file handover and knowledge transfer
- Survival clauses (confidentiality, indemnity, amounts due for work done)
8. Limitation of Liability and Indemnity
Liability clauses are negotiated for each engagement. They usually include an agreed limit on liability, exclusions for indirect or consequential losses, and indemnity provisions reflecting the allocation of risk between the parties.
Typical Clauses
- Liability cap (an agreed amount for the matter giving rise to the claim)
- Exclusion of indirect or consequential losses
- Reciprocal indemnity provisions reflecting the risk allocation
- Professional indemnity insurance details, where applicable
- Force majeure provisions
9. Governing Law and Dispute Resolution
Engagement letters are governed by Indian law. Disputes arising from the engagement are typically resolved through structured negotiation, followed by arbitration under the Arbitration and Conciliation Act 1996 if structured negotiation fails. Forum selection is typically Delhi.
Typical Clauses
- Governing law: Laws of India
- Jurisdiction: Courts at Delhi for any judicial proceedings
- Dispute resolution mechanism: structured negotiation followed by arbitration under Arbitration and Conciliation Act 1996
- Seat and venue of arbitration: New Delhi
- Language of proceedings: English
10. Bar Council of India Compliance
Every engagement is subject to the Advocates Act, 1961 and the Bar Council of India Rules, Part VI, Chapter II (Standards of Professional Conduct and Etiquette), including Rule 36. The engagement letter records that both parties acknowledge these rules and that the chambers will act within them.
Typical Clauses
- Compliance with the Bar Council of India Rules, Part VI, Chapter II
- Compliance with the Advocates Act, 1961
- No promise or guarantee of any outcome
- Right of the chambers to decline instructions inconsistent with the Bar Council of India Rules
Notice: This page is an illustrative reference for due diligence. It is not a contractual offer or a binding commitment. An engagement letter is signed only after a conflict check and agreement on scope. The structure is consistent with the Bar Council of India Rules, Part VI, Chapter II, including Rule 36.
Next steps for institutional enquiries
Banks, NBFCs, and ARCs interested in empanelment with Unified Chambers should review the institutional-counsel page at /for-banks-nbfcs for the full empanelment process and the empanelment-enquiry checklist of information to send. Direct enquiries are received at connect@subodhbajpai.in.
Institutional Counsel page