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The Non Discretionary Investment Advisory Agreement is essential for investment advisors operating in India who provide professional investment advice while leaving investment decisions to their clients. This document is required under SEBI (Investment Advisers) Regulations, 2013, and must be executed before providing any advisory services. It sets out the advisor's obligations to provide unbiased advice, maintain regulatory compliance, and make required disclosures, while clearly establishing that the client retains full control over investment decisions. The agreement includes crucial elements such as fee structures, risk disclosures, and conflict of interest provisions, all tailored to meet Indian regulatory requirements. It's particularly important for documenting the scope of services, protecting both parties' interests, and ensuring transparency in the advisory relationship.

1. Parties: Identification of the Investment Advisor and the Client with complete details as required by SEBI regulations

2. Background: Context of the agreement, advisor's registration details, and basic premises of the non-discretionary advisory relationship

3. Definitions: Key terms used throughout the agreement including 'Investment Advice', 'Non-Discretionary Services', 'Investment Objectives', etc.

4. Scope of Services: Detailed description of non-discretionary investment advisory services to be provided, clearly stating that final investment decisions rest with the client

5. Advisor's Obligations: Duties, responsibilities, and obligations of the advisor including regulatory compliance, risk disclosure, and ethical requirements

6. Client's Obligations: Client's responsibilities, including providing accurate information, making investment decisions, and maintaining confidentiality

7. Fees and Payment Terms: Fee structure, calculation method, payment schedule, and any additional charges as per SEBI guidelines

8. Risk Disclosure: Mandatory risk warnings and acknowledgments regarding investment risks

9. Conflicts of Interest: Disclosure of potential conflicts and how they will be managed

10. Confidentiality: Provisions for protecting confidential information of both parties

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

12. Representations and Warranties: Standard and regulatory-specific representations from both parties

13. Indemnification: Mutual indemnification provisions and limitations of liability

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

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