CSR Agreement Template and Key Clauses (2026)

What is a CSR agreement, and when do you need one? A CSR agreement, more precisely a CSR implementation agreement, is the contract a company signs with an implementing agency to carry out a corporate social responsibility project on the company's behalf. In India, it is the document that connects a company's statutory CSR obligation under Section 135 of the Companies Act, 2013 to the NGO, trust, society or Section 8 company that actually runs the programme on the ground. You need one whenever a company funds CSR activity through a third party rather than running it in-house. Since the Companies (CSR Policy) Amendment Rules, 2021, the implementing agency must be registered with the Ministry of Corporate Affairs by filing Form CSR-1 and must hold a unique CSR registration number, mandatory for projects started on or after 1 April 2021. The agreement proves the money went to an eligible agency, pins down what the project will deliver, and creates the paper trail the board, the auditor and the company's CSR reporting all depend on. (Last verified October 2026.) CSR as a hard legal duty is distinctive to India. In most other countries, corporate social responsibility and ESG spending are voluntary or driven by disclosure rules rather than a statutory spend, so a "CSR agreement" there is usually just a grant or sponsorship contract. This template is built for the Indian statutory regime; adapt the compliance clauses if you are outside it. This article is general guidance, not legal advice. CSR obligations are set by statute and change over time, so have a qualified professional confirm the current rules before you rely on any agreement. ## CSR implementation agreement template Copy the block below and fill the bracketed fields. ```

CSR IMPLEMENTATION AGREEMENT This CSR Implementation Agreement ("Agreement") is made on [DATE] BETWEEN: [COMPANY NAME], a company incorporated under the Companies Act, 2013, [CIN], [address] (the "Company") AND [IMPLEMENTING AGENCY NAME], [trust / society / section 8 company], [address], CSR Registration Number [CSRxxxxxxxx] (the "Agency") 1. BACKGROUND AND STATUTORY BASIS The Company undertakes CSR under Section 135 of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014. The Agency is registered with the MCA (Form CSR-1, registration number above) and is eligible to implement CSR projects. 2. THE PROJECT The Agency will implement [project name], an activity falling under [item] of Schedule VII of the Act, in [location(s)], as described in Schedule A (objectives, activities, beneficiaries, milestones, timeline). 3. ONGOING PROJECT STATUS This project [is / is not] an "Ongoing Project" as defined in the CSR Rules. [If ongoing: its duration is [N] years, not exceeding three years excluding the year of commencement.] 4. CSR FUNDS The Company will disburse [CURRENCY/AMOUNT] as CSR funds, per the release schedule in Schedule B, tied to milestones. Funds are to be used solely for the Project and not for the Agency's general administration beyond any agreed limit. 5. UTILISATION AND UNSPENT AMOUNTS The Agency will use funds only for the Project, keep a separate account or clear project-wise records, and return or report any unspent amount so the Company can meet its obligations on unspent CSR under the Act (transfer of unspent amounts to a Schedule VII fund or an Unspent CSR Account, as applicable). 6. UTILISATION CERTIFICATE AND REPORTING The Agency will provide [quarterly] progress reports and a utilisation certificate, and will cooperate with any impact assessment the Company is required to commission. 7. NO ADMINISTRATIVE OVERHEAD MISUSE Administrative overheads charged to the Project will not exceed the limit the CSR Rules allow on the Company's total CSR spend, and exclude costs of designing, implementing, monitoring and evaluating the Project. 8. MONITORING AND AUDIT The Company may monitor, visit sites, and audit the use of funds. The Agency will keep records for [N] years and make them available. 9. BRANDING AND NO BUSINESS BENEFIT The Project is for CSR and confers no business advantage on the Company. Any acknowledgement of the Company's support follows the Act and does not turn the activity into marketing. 10. COMPLIANCE, ANTI-BRIBERY AND DATA The Agency will comply with applicable law, including anti-bribery and data-protection law, and will not use funds for any purpose excluded by the CSR Rules (such as activities benefiting only the Company's employees, or contributions to political parties). 11. TERM, TERMINATION AND RETURN OF FUNDS This Agreement runs for the Project duration. On termination or non- performance, the Agency will return unspent and misused funds within [N] days. 12. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of India; disputes are subject to [courts / arbitration seat]. Signed for the Company: __________ Signed for the Agency: __________ Authorised signatory / date Authorised signatory / date

- **Ongoing project (clause 3).** Decide whether the project is an "Ongoing Project". If it is, you get up to three years (excluding the year of commencement) to complete it, and unspent money moves to a special account rather than a Schedule VII fund. Getting this label right changes how unspent funds are treated.
- **Funds and unspent amounts (clauses 4 and 5).** Release against milestones and require clear project-wise accounting. The company, not the agency, carries the statutory duty on unspent CSR, so the agreement must make the agency report and return unspent money in time.
- **Reporting and impact assessment (clause 6).** Require utilisation certificates. Large projects above the prescribed spend threshold need an independent impact assessment, so build the agency's cooperation into the contract.
- **Overheads and excluded uses (clauses 7 and 10).** Keep administrative overheads within the Rules' cap and exclude the uses the Rules bar, such as activities that benefit only the company's own employees or amount to political contributions. ## Common mistakes to avoid - Funding an implementing agency that has no CSR-1 registration number, so the spend does not count as valid CSR.
- Mislabelling a project as ongoing, or failing to, which leads to the wrong treatment of unspent funds.
- No milestone-linked release or utilisation certificate, so the company cannot evidence how CSR money was used.
- Letting administrative overheads drift above the cap, or charging project design and monitoring as overhead.
- Allowing activities that the Rules exclude, or that give the company a business benefit, which can disqualify the spend. ## A note on jurisdiction Mandatory CSR is an Indian feature. Under Section 135 of the Companies Act, 2013, a company that meets any one of the thresholds (net worth of 500 crore rupees or more, turnover of 1,000 crore rupees or more, or net profit of 5 crore rupees or more in the immediately preceding financial year) must spend at least 2% of its average net profit of the three preceding financial years on CSR, through eligible, CSR-1 registered agencies or itself. The CSR Rules, 2014 as amended set the detail on registration, ongoing projects, unspent amounts, overheads and impact assessment. Outside India, the picture differs sharply: in the UK, EU, US, Singapore and Australia, corporate responsibility and ESG are largely voluntary or driven by disclosure and reporting rules, so a comparable agreement is usually a grant, sponsorship or philanthropy contract rather than a statutory CSR implementation agreement. Because the rules are India-specific and change, treat "varies by jurisdiction" as the default and confirm the current law before relying on any clause. (Last verified October 2026.) ## Where a contract workspace helps A template gives you a solid CSR implementation agreement. The ongoing work is everything after signing: keeping terms consistent across many implementing agencies and projects, checking each agreement for the registration number, Schedule VII item and reporting duties before you sign, tracking milestone releases and utilisation certificates, and keeping versions straight as the CSR Rules change. Drafting a CSR agreement tuned to how your company runs its programme, surfacing missing items such as an absent CSR-1 number or unspent-funds clause, editing terms in plain language, and keeping key dates such as milestone releases and impact-assessment deadlines in view is the kind of statutory work one AI workspace can hold in a single place, and [Adira](https://adiralaw.com) is one such tool. This template alone is enough to put a fair CSR agreement in place; one connected place simply keeps drafting, review and tracking together instead of scattered.