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.
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.
Key Aspects of Contract Law in India
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.
Business & Commercial Contracts
Commonly encountered commercial contracts include:
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Service Agreements
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Vendor Agreements
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Non-Disclosure Agreements (NDAs)
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Software Development Agreements
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Joint Venture & Shareholder Agreements
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Employment & Consultancy Contracts
Each category requires tailored clauses around scope of work, remuneration, IP ownership, dispute resolution, termination rights, and indemnities.
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:
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Licensed rights (exclusive/non-exclusive)
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Territorial and duration limits
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Royalty or fee structures
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Moral rights and revocation provisions
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:
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Data privacy obligations
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IP ownership of custom-built solutions
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Service Level Agreements (SLAs)
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Open-source compliance
Software licensing contracts must address proprietary rights, user restrictions, termination, and post-termination obligations.
Cross-Border Contracts & Compliance
In cross-border transactions, parties must account for:
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Jurisdiction & governing law
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Arbitration or mediation clauses (often under UNCITRAL or SIAC rules)
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Foreign Exchange Management Act (FEMA) compliance
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Enforceability of foreign judgments or arbitral awards in India
Risk Management in Contracting
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Force Majeure & COVID-era Clauses
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Warranties, Representations & Limitation of Liability
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Confidentiality & Data Handling
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Termination for Breach or Convenience
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Indemnity and Dispute Resolution
Well-structured agreements reduce the risk of litigation and allow parties to enforce rights without ambiguity.
Applicable Legal Frameworks
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Indian Contract Act, 1872
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Specific Relief Act, 1963
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Intellectual Property Laws (Trademarks, Copyrights, Patents)
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Information Technology Act, 2000 (for digital/electronic contracts)
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FEMA and sector-specific compliance for licensing arrangements
