Overview

Contracts are the operating system of commerce. When drafted with care, they allocate risk clearly, speed execution, and reduce disputes. When drafted loosely—or lifted from generic templates—they create ambiguity on price, performance, liability, taxes, data, and jurisdiction. Our work focuses on producing contracts that are clear, enforceable, and aligned with how regulators and courts actually read them.

Based in Ahmedabad and advising clients across India and abroad, we draft, review, negotiate, and manage contracts across corporate, commercial, IP & IT, construction/EPC, employment/HR, and finance/security domains. While contracts are creatures of agreement, good drafting must also account for regulatory overlays—tax incidence (direct/indirect), exchange control, data/privacy, competition/IP, and sectoral rules—so that what reads well also stands up in practice and also translates in optimization of other benefits e.g. tax. 

We handle end-to-end documentation as well as targeted assignments: issue-spotting and redlines on counterparty drafts, risk matrices for boards, negotiation support, and post-signing management.

 

Key Services

1) Contract Drafting

We draft clear, enforceable commercial and corporate agreements that reflect how the deal actually works. Every draft defines scope and deliverables, pricing and payment mechanics, and tax incidence (GST, withholding, and any gross-up). Timelines, acceptance criteria, and change control are specified to reduce ambiguity. We embed IP ownership and improvements, confidentiality and data protection, warranties and indemnities, limitation of liability, and termination with step-in and cure periods. Dispute architecture—governing law, seat or venue, interim relief, and enforcement—is designed for practical remedies. Schedules and annexures (Statements of Work, service levels, liquidated damages tables, service-credit regimes, data-processing addenda, escrow and security formats) make the contract operational from day one.

2) Contract Review

We independently review counterparty drafts or legacy templates to test enforceability and surface risk. The review produces a prioritised issue list, a redlined mark-up, and a concise risk matrix covering indemnities, limitation of liability, liquidated damages, warranties, termination, and change orders. We flag regulatory overlays—DPDP/data privacy, open-source, competition and IP, GST and withholding, and FEMA/exchange control—and propose precise drafting fixes. We also map evidence requirements (invoices, logs, Statements of Work, acceptance records, shipping bills) so positions are provable if challenged. The outcome is a set of clear recommendations and negotiation-ready fallbacks.

3) Negotiation Support

We plan strategy from term sheet to signature and run the document sequence in the right order—master agreements, Statements of Work, change orders, and ancillary documents. We identify leverage points, prepare fallback positions, and align commercial asks with legal safeguards on price, milestones, warranties and remedies, liability caps, IP and confidentiality, and tax clauses. We coordinate with business, finance, tax, and technical teams so commitments are bankable and compliant, including DPDP and FEMA requirements and any cross-border licensing constraints. We capture closing conditions in a checklist and align sign-off, approvals, and conditions precedent to avoid last-minute surprises.

4) Contract Management

We treat contract management as the post-signature operating system that preserves value, compliance, and provability. It is not just negotiation support; it is how the signed deal is run day-to-day with discipline and evidence.

1. Repository and metadata. We create a single, searchable store for final signed agreements, schedules, amendments, and change orders. Every record carries consistent metadata—counterparty, effective and expiry dates, renewal windows, price escalations, governing law/seat, indemnity caps, GST/withholding allocation, DPDP status, and FEMA/exchange-control flags—so queries and audits are fast.

2. Obligation register:- We extract actionable obligations into a tracker with owners and due dates. Deliverables, SLAs, audits, certificates, insurance, notices, data-processing duties, tax filings tied to the deal, and compliance undertakings are all assigned and monitored. This turns promises in the contract into tasks that can be checked off.

3. Renewal and expiry control:- We calendar renewal windows, auto-renewal opt-outs, price-revision triggers, and termination notice periods. Decision prompts go to business owners early, so you do not roll into another term by silence or miss scheduled escalations or step-downs.

4. Change-order and amendment governance:- We define how scope, price, or timelines can change after signature. Written instruments, version control, and named approvers are mandated, and each change is linked to tax and compliance consequences, so commercial adjustments remain enforceable and auditable.

5. Notice and dispute mechanics:- We standardise notice templates, permitted modes, addresses, deemed-delivery rules, and evidence of dispatch. Cure periods, escalation ladders, and pre-dispute steps are operationalised so rights are preserved without last-minute scrambles.

6. Evidence and audit readiness:- We align what the contract requires with the records you actually produce: acceptance certificates, SLA logs, measurement books, delivery and shipping documents, LUT/shipping bill references, and Section 65B certificates for electronic evidence. The goal is that every key clause has an evidence trail by design.

7. Authority, signatures, and approvals:- We maintain a clean chain from term sheet to final execution with signatory authority, board resolutions/POAs, and an approval trail. This prevents challenges to assent and eliminates version confusion.

8. Right-sized tooling and training:- We design and implement the post-signature operating system for your contracts. For small teams, we deploy a tracker-based kit (metadata, calendars, SOPs, training). For larger teams, we lead the legal workstream of your CLM—defining fields and workflows, loading templates and clause libraries, setting access rules, configuring obligation tracking, and testing dashboards with your vendor and IT. We do not sell software; we make your chosen tools run with legal discipline so renewals, notices, taxes, and evidence never fall through the cracks.

9. Governance and refresh. We run periodic hygiene checks, update clause packs when laws change (GST, withholding, DPDP, FEMA), and report KPIs such as on-time obligations, renewals due, deviations from template, and audit completeness. Management gets clear visibility and can correct drift early.

In management we use operational SOPs: who does what, when, and with which template or form. These SOPs cover renewals, notices, change orders, approvals, evidence retention, and audit responses. They are concise instructions for running the contract, not for negotiating it.

 

Categories of Contracts That We Draft, Review and Help Manage (Illustrative)

While we provide above services in relation to all sorts of commercial contracts, we illustratively name a few here.

1. Corporate Contracts

• Shareholders’ Agreements (SHAs), Share Subscription/Purchase Agreements (SSAs/SPAs)
• Joint Venture/Strategic Alliance Agreements
• Voting/Investor Rights, Governance & Board Protocols
• Business Transfer/Asset Purchase Agreements
• Confidentiality, Non-Solicit, Non-Compete covenants linked to M&A

1. Commercial Contracts

• Supply, Distribution, Agency, Franchise & Dealership Agreements (domestic & international)
• Master Services Agreements (MSAs), Statements of Work (SOWs), Service Level Agreements (SLAs)
• Outsourcing/BPO, Manufacturing, Logistics & Warehousing
• Marketing/Reseller/Affiliate, Commission & Incentive structures
• Settlement & Compromise Deeds; Novation/Assignment

1. IP & IT Contracts

• Software Licence Agreements (on-premise & cloud), SaaS subscriptions, EULA/ToS
• International Technology Licensing (territory, exclusivity, royalties, audit rights)
• Code Escrow Agreements (release conditions, verification, updates)
• IP Assignment & Inbound/Outbound Licensing; R&D/Collaborations
• Website/e-commerce terms, Privacy & Cookies; DPDP-aligned data processing addenda

1. Construction & Engineering (EPC)

• EPC Turnkey Contracts; Design-Build; O&M Agreements
• Sub-Contractor & Supply Contracts; Performance Guarantees
• Milestone/Payment, Variations/Change Orders
• Delay, LDs, Caps on Liability; Interface & HSE obligations

1. Employment & HR

• Employment & Consultancy Agreements; C-suite contracts
• NDAs, IP Assignment; Confidential Information protocols
• Non-Compete/Non-Solicit (jurisdiction-sensitive), Garden Leave
• ESOP/Phantom ESOP documents; Policy handbooks

1. Finance & Security

• Loan/Facility Agreements; Working Capital, Term & Mezzanine
• Security: Pledge/Mortgage/Hypothecation; Inter-Creditor & Subordination
• Escrow/Trustee, Guarantee & Comfort Letters
• Keepwell, Covenants, Events of Default; Step-in rights

 

Our Approach — Beyond Drafting: Legal, Tax & Regulatory Alignment

We start by drawing out your commercial intention—the result you actually want—then stress-test it against the controlling law and tax framework (Contract Act, GST, Income-tax, Competition Act, FEMA/DPDP). We explain where the initial path creates avoidable exposure and educate you on lawful alternatives that better serve the same objective (for example, framing a settlement as damages/compensation rather than a taxable “supply,” or limiting an agency mandate to solicitation to avoid PE exposure). With your informed agreement, we re-shape and draft so the chosen characterisation flows from the document itself—its recitals, consideration language, obligations, and remedies—and is provable across notices, logs, invoices/shipping records, and accounts. This intent-led, law-first method frequently reduces tax and regulatory cost, prevents downstream disputes, and saves clients substantial money that wasn’t originally in scope.

Illustrations (intent → advice → drafting → outcome)

1) Settlement framed as “supply”

• Client’s intent: settle a dispute; planned to raise an invoice with GST and offer the sum to Income-tax.
• Our advice & alternative: facts supported damages/compensation, not a taxable supply. Educated on GST s.7/“tolerate” risks and ITA capital-receipt treatment.
• How we draft: recitals + consideration language as compensation, no performance obligations, no “invoice” verbs; narrow TDS/gross-up fallback; align pleadings, accounting and board notes.
• Result: characterisation better matches law; typically lower tax friction and fewer refund/credit disputes.

2) International agency with full closing powers

• Client’s intent: appoint Indian “agent” to negotiate and conclude sales, hold stock.
• Our advice & alternative: that posture risks PE; propose solicitation-only mandate, no contract conclusion, no local title/stock; consider distributor model if needed.
• How we draft: authority and reporting limits, clean GST/TDS allocation, FEMA-aligned payments, recognise representative-assessee rights without cashflow leakage; curate correspondence as evidence.
• Result: PE risk mitigated, tax position clearer, same commercial goal achieved.

3) EPC liquidated damages treated as automatic debt

• Client’s intent: contractor faced LD claims and threatened BG encashment; assumed LDs are “debt”.
• Our advice & alternative: educate on Section 73/74—LDs are damages, not debt, and must track breach/causation/caps.
• How we draft: LD clause tied to milestones, measurement books, notices, and cure; BG wording synced to underlying breach, not mere demand.
• Result: stronger defence to wrongful LD/BG calls; better footing in SARFAESI/IBC context.

4) Absolute non-poach between competitors

• Client’s intent: stop attrition via no-hire pacts.
• Our advice & alternative: absolute restraints risk Contract Act s.27/Competition Act issues; propose a hiring code of conduct instead.
• How we draft: respect notice periods, require relieving letters, forbid collusion on wages; carve-outs for unsolicited applicants/public ads; protect trade secrets via a separate NDA.
• Result: lawful, enforceable conduct framework that still addresses attrition.

5) Cross-border SaaS fees as “royalty” by default

• Client’s intent: license software; assumed royalty with high withholding and GST confusion.
• Our advice & alternative: where facts permit, frame as export of services (SaaS), avoid “intermediary” risk, and align DPDP + DPA.
• How we draft: scope of rights, uptime/credits, data processing, code escrow; tax clauses for withholding/GST with clear documentary trails (LUT/shipping refs not used if pure services).
• Result: classification that is defensible and often reduces tax/regulatory drag, while preserving the same commercial outcome.

 

Related Services

• Corporate & M&A — Shareholders’/investment agreements, JV/SPAs, governance documents; ensures contract terms align with control, exits, and funding.
• Banking & Finance — Loan/facility, security/escrow, inter-creditor arrangements; covenants and remedies coordinated with commercial contracts.
• International Taxation & FEMA — Withholding/TDS, treaty and PE analysis, pricing/remittance mechanics, and foreign-exchange compliance embedded in contracts.
• Indirect Tax (GST & Customs) — Tax-incidence clauses, place-of-supply, composite/mixed supply, documentary trails; customs valuation interfaces where relevant.
• IP & IT / Data & Privacy (DPDP) — Licensing/SaaS packs, DPA/Privacy terms, cross-border data transfers, code escrow, open-source controls.
• Employment & HR — Executive contracts, lawful non-solicit/hiring protocols, trade-secret protection, ESOP/phantom ESOP documentation.
• Dispute Resolution (Arbitration & Courts) — Choice of law/seat, interim relief strategy, enforcement pathways aligned with the contract’s dispute architecture.

 

FAQs

1) Why not use an online template?

 

Templates rarely capture sector nuances, tax incidence (GST/TDS), DPDP/data issues, or enforcement mechanics. We draft so the intended legal characterisation follows from the text and is provable.

 

2) Do you charge separately for document perusal and consultation?

Yes. Perusal and a strategy consultation are distinct professional services. Fees depend on document volume/complexity and the depth of analysis requested.

 

3) Can careful drafting reduce unintended tax or regulatory exposure?

 

Drafting doesn’t change the law; facts + law drive the result. Our role is to surface the correct legal characterisation your facts already support (e.g., damages vs supply; solicitation-only agency to avoid PE; SaaS export vs intermediary) and then memorialise it coherently and provably across the agreement and paperwork. Accurate framing with consistent evidence helps avoid overpayment and downstream disputes.

4) How do you handle restraint clauses (non-solicit / non-poach) in India?

 

We avoid blanket “enforceable/not enforceable” claims. Instead, we draft narrow, purpose-linked restraints tied to legitimate interests (confidentiality/trade secrets), add carve-outs (unsolicited applicants, public ads), and steer clear of absolute no-hire pacts that risk Section 27/Competition Act issues. For attrition control, we prefer hiring codes of conduct plus retention levers (ESOPs, policies).

5) How do you prevent “disguised supply” problems in settlements/licences?

 

By aligning recitals, consideration language, and obligations with the true intent; excluding performance that looks like a supply; avoiding “invoice/consideration/service” verbs; and keeping paperwork (accounts, pleadings) consistent.

 

6) Why do governing law, jurisdiction, and arbitration seat matter?

 

They determine interim relief, evidentiary standards, speed, and enforceability where the counterparty’s assets are located. We choose forums for practical enforcement, not by boilerplate.

 

7) What do you mean by “provables by design”?

 

Every key clause has a built-in evidence trail—acceptance certificates, SLA/ticket logs, measurement books, change orders, and notice mechanics—so positions can be proved before regulators, tribunals, or courts.

 

8) Do you implement contract management tools?

 

We don’t sell software; we design the legal workflow that runs on your tools. For small teams we deploy tracker-based kits; for larger teams we lead the legal workstream of your CLM (fields, workflows, templates, access rules, dashboards).

 

OFFICE DETAILS 

To maintain transparency and consistency across all public listings, the exact details of our office are provided below. These are aligned with the firm’s Google Business Profile (GMB), ensuring accuracy for search visibility and authenticity.

 

R & D Law Chambers

604 Entice, Bopal-Ambli Road, Ahmedabad, Gujarat – 380058, India

Phone: 09898550411 | +91 9898550411