- Commercial Contract Drafting, Review & Negotiation
- Master Service & Service Agreements
- Vendor, Supplier & Procurement Agreements
- Consultancy & Independent Contractor Agreements
- Agency, Distribution & Franchise Agreements
- Non-Disclosure & Confidentiality Agreements
- MoUs, Term Sheets & Letters of Intent
- Corporate Structuring & Governance
- Shareholders' Agreements
- Share Purchase Agreements
- Share Subscription & Investment Agreements
- Joint Venture & Strategic Collaboration Agreements
- Partnership & LLP Agreements
- Founders' Agreements
Commercial Contract Drafting, Review & Negotiation
Commercial contract drafting, review and negotiation covers the agreements a business runs on, with customers, vendors, consultants, distributors and partners, so that each one records the deal accurately, allocates risk sensibly and can be enforced in India if the relationship goes wrong.
Indian contracts are governed by the Indian Contract Act, 1872, with remedies under the Specific Relief Act, 1963 and, where the parties choose it, arbitration under the Arbitration and Conciliation Act, 1996. Stamp duty, which varies by state, affects whether a contract can be relied on as evidence.
When you need it
When the other side sends its draft
A draft prepared by the other side is written to protect them. A review identifies the terms that shift risk onto the business and proposes changes.
Before a new commercial relationship
A new customer, supplier, distributor or partner is the moment to set scope, payment, liability and exit terms, before work starts and positions harden.
When selling to large companies
Enterprise customers and government buyers use long standard contracts with broad indemnities and uncapped liability. Knowing which terms to push back on, and which are normal, saves time.
When templates no longer fit
Templates that worked for a small business often fail as it grows: new services, new markets, personal data and intellectual property all need terms of their own.
When a dispute is starting
Before responding to a claim or a notice, it helps to know exactly what the contract says about termination, liability, notice periods and how disputes are resolved.
How the process works
Six stages, from understanding the deal to keeping track of it after signing. Timings are typical, not promised.
- 1
Understand the deal
A call or meetingStart with the commercial terms: what is being supplied, the price and payment terms, the duration, what matters most to the business and where the real risks lie. A contract that misstates the deal cannot be fixed by good clauses.
Documents
- Any term sheet, proposal, quotation or email setting out the deal
- The other side’s draft, if there is one
- 2
First draft or review
Commonly within a week for standard agreementsPrepare a first draft, or review the other side’s draft and mark it up with an issues list that explains each proposed change and how much it matters.
- 3
The clauses that carry the risk
Part of the draft or reviewGive the most attention to the terms that decide who bears a loss: the scope of work, payment and late payment, limitation of liability, indemnities, intellectual property, confidentiality, data protection, termination, force majeure, governing law and dispute resolution.
- 4
Negotiation
Depends on the other sideExchange mark-ups and, where it helps, take part in calls with the other side. The aim is a signed contract that the business can live with, not a win on every clause.
- 5
Stamping and signing
At signingPay the stamp duty that applies in the relevant state, usually through e-stamping, before or at signing, and sign by hand or by an electronic signature valid under the Information Technology Act, 2000.
Documents
- Details of the signatories and their authority to sign
- The state where the contract is executed
- 6
After signing
On signingRecord the dates and obligations that matter, such as renewal and notice periods, payment milestones and reporting duties, so that rights are not lost by missing a deadline.
Common questions
They depend on the type of agreement, whether it is a first draft or a review of the other side’s draft, and how much negotiation is expected. The scope of work and the fee are agreed in writing before work begins.
It can be. The Indian Contract Act does not require most contracts to be in a particular form, and the Information Technology Act recognises contracts made electronically. Whether an exchange of messages amounts to a contract depends on whether there was a clear offer, acceptance and agreement on the essential terms.
Yes, for most commercial contracts. Electronic signatures that meet the requirements of the Information Technology Act, 2000 are legally recognised. A few documents, such as certain property documents and negotiable instruments, are excluded and still need physical execution.
Most do. Stamp duty is set by each state. An unstamped or under-stamped contract cannot be relied on as evidence until the duty and any penalty are paid, so it is simpler to stamp it at signing.
A promise by one party to make good specified losses the other suffers, for example from a breach of the contract or a third-party claim. Indemnities can be broad, so their scope, any cap and the procedure for claims are usually negotiated closely.
Generally yes. A limitation of liability clause can cap damages, often at the fees paid under the contract, and exclude indirect or consequential losses. Some liabilities, such as those for fraud, are usually left uncapped.
It depends on the relationship. Arbitration is private and can be quicker and easier to enforce abroad, while courts can suit smaller or simpler disputes. The clause should name the seat, the rules, the number of arbitrators and the language, as unclear arbitration clauses are a common source of delay.
Related
To discuss a contract, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 29 September 2026.