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Contracts & Licensing

Contracts form the legal backbone of every business transaction. Whether you're closing a high-value deal, onboarding a new partner, licensing intellectual property, or hiring vendors — well-drafted, enforceable contracts are essential for operational certainty, legal compliance, and risk mitigation.

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In India, contracts are governed by the Indian Contract Act, 1872, supplemented by sector-specific regulations, judicial interpretations, and commercial practices. Modern business transactions also require awareness of emerging areas such as SaaS contracts, IP licensing, and data-sharing agreements.

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Key Aspects of Contract Law in India​

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Contract Formation

Under the Indian Contract Act, a valid contract requires lawful offer and acceptance, consideration, capacity of parties, free consent, and lawful object. Drafting enforceable contracts involves ensuring that each of these elements is legally satisfied.

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Business & Commercial Contracts

Commonly encountered commercial contracts include:

  • Service Agreements

  • Vendor Agreements

  • Non-Disclosure Agreements (NDAs)

  • Software Development Agreements

  • Joint Venture & Shareholder Agreements

  • Employment & Consultancy Contracts

 

Each category requires tailored clauses around scope of work, remuneration, IP ownership, dispute resolution, termination rights, and indemnities.

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Licensing of Intellectual Property

Licensing agreements allow businesses to monetize and transfer rights over trademarks, copyrights, patents, software, and other intangible assets while retaining ownership. These contracts must clearly define:

  • Licensed rights (exclusive/non-exclusive)

  • Territorial and duration limits

  • Royalty or fee structures

  • Moral rights and revocation provisions

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Licensing is particularly relevant in sectors like media, technology, software, and branding.

 

Technology & Software Contracts

With the rise of SaaS, app development, cloud services, and APIs, technology contracts now involve complex considerations around:

  • Data privacy obligations

  • IP ownership of custom-built solutions

  • Service Level Agreements (SLAs)

  • Open-source compliance

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Software licensing contracts must address proprietary rights, user restrictions, termination, and post-termination obligations.

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Cross-Border Contracts & Compliance

In cross-border transactions, parties must account for:

  • Jurisdiction & governing law

  • Arbitration or mediation clauses (often under UNCITRAL or SIAC rules)

  • Foreign Exchange Management Act (FEMA) compliance

  • Enforceability of foreign judgments or arbitral awards in India

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Risk Management in Contracting​

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  • Force Majeure & COVID-era Clauses

  • Warranties, Representations & Limitation of Liability

  • Confidentiality & Data Handling

  • Termination for Breach or Convenience

  • Indemnity and Dispute Resolution

 

Well-structured agreements reduce the risk of litigation and allow parties to enforce rights without ambiguity.

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Applicable Legal Frameworks​

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  • Indian Contract Act, 1872

  • Specific Relief Act, 1963

  • Intellectual Property Laws (Trademarks, Copyrights, Patents)

  • Information Technology Act, 2000 (for digital/electronic contracts)

  • FEMA and sector-specific compliance for licensing arrangements

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