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The Investment Advisory Agreement is essential for investment advisers operating in India who provide professional investment advice to clients. This document is mandated by SEBI regulations and must comply with the SEBI (Investment Advisers) Regulations, 2013, along with other applicable Indian financial laws. It is used when establishing a formal advisory relationship with clients, whether individuals, corporations, or institutions. The agreement typically includes comprehensive details about services offered, fee structures, risk disclosures, and compliance requirements. It serves as a critical tool for protecting both adviser and client interests while ensuring regulatory compliance in the Indian market. The document should be customized based on the specific scope of services, client type, and investment strategies while maintaining alignment with SEBI guidelines and Indian contract law.

1. Parties: Identification of the investment adviser and the client, including registration details and contact information

2. Background: Context of the agreement, including adviser's SEBI registration status and client's investment advisory needs

3. Definitions: Key terms used throughout the agreement, including technical and regulatory terminology

4. Scope of Services: Detailed description of investment advisory services to be provided, including any limitations

5. Adviser's Obligations: Duties and responsibilities of the investment adviser, including fiduciary obligations and SEBI compliance requirements

6. Client's Obligations: Responsibilities of the client, including information provision and disclosure requirements

7. Fees and Payment Terms: Advisory fees structure, payment schedule, and related terms

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Confidentiality: Provisions for handling confidential information and maintaining privacy

10. Conflict of Interest: Disclosure and management of potential conflicts of interest

11. Term and Termination: Duration of agreement and conditions for termination

12. Risk Disclosure: Mandatory risk warnings and disclaimers as per SEBI requirements

13. Indemnification: Terms for mutual indemnification and limitation of liability

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability