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DB Legal

Commercial Contract Drafting, Review and Negotiation

Indian-law commercial contract support for domestic and international businesses, from initial structure through negotiation, implementation, amendment and exit.

Commercial contracts allocate operational responsibility, payment risk, performance standards, intellectual property, data obligations, liability and exit consequences. For an overseas business contracting with an Indian counterparty, the agreement must also address Indian enforceability, tax and payment mechanics, stamp duty, foreign exchange, electronic execution and dispute-resolution considerations.

DB Legal drafts, reviews and negotiates individual contracts, suites of standard templates, cross-border agreements and recurring business arrangements. The Firm also advises on the interpretation, amendment, renewal, termination, assignment and novation of existing contracts.

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Business operations and services

  • Master services agreements, statements of work and work orders.

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  • Professional, consulting, advisory and support services agreements.

 

  • Outsourcing, managed services and business-process arrangements.

 

  • Operations and maintenance agreements.

 

  • Facilities, administrative and shared-services arrangements.

 

  • Advertising, marketing, sponsorship and agency agreements.

 

  • Tender documents, requests for proposal and bid terms.

Supply, procurement and manufacturing

  • Supply, purchase, procurement and vendor agreements.

 

  • Contract manufacturing and toll-manufacturing arrangements.

 

  • Original equipment manufacturer and private-label arrangements.

 

  • Quality, inspection, testing and acceptance documentation.

  • Warehousing, logistics, transportation and fulfilment contracts.

 

  • Long-term supply, minimum commitment and take-or-pay structures.

Distribution and market access

  • Distribution, dealership, reseller and channel-partner agreements.

 

  • Agency, commission and business referral arrangements.

 

  • Franchise and brand-format arrangements.

 

  • Exclusive and non-exclusive territory arrangements.

 

  • Import, export, sourcing and exporter-of-record arrangements.

  • Marketplace seller, fulfilment and platform contracts.

Technology, software and intellectual property

  • Software development and implementation agreements.

 

  • Software-as-a-service, cloud and platform terms.

 

  • Software, trademark, copyright, know-how and technology licences.

 

  • Technology transfer, product development and collaboration agreements.

 

  • Maintenance, support, service-level and escrow arrangements.

 

  • Data-processing, confidentiality and information-security provisions.

 

  • Assignment, ownership and permitted-use arrangements for intellectual property.

Strategic and corporate arrangements

  • Term sheets, memoranda of understanding and letters of intent.

 

  • Confidentiality and non-disclosure agreements.

 

  • Collaboration, co-development and strategic alliance agreements.

 

  • Non-compete, non-solicitation and non-circumvention arrangements, subject to applicable law.

 

  • Escrow, retention and payment-security documents.

 

  • Assignment, assumption and novation agreements.

 

  • Settlement, waiver and release documents for commercial relationships.

Hospitality, consumer and property-linked contracts

  • Hotel management, brand licence, franchise and technical services agreements.

 

  • Restaurant, food and beverage and operator arrangements.

 

  • Lease, leave and licence and commercial occupancy documents.

 

  • Property management and facility-operation agreements.

 

  • Consumer terms, warranties, returns and customer-facing policies.

Contract risk allocation

The Firm advises on scope and deliverables, performance standards, acceptance, pricing and payment, taxes, representations and warranties, indemnities, exclusion and limitation of liability, insurance, intellectual property, confidentiality, data protection, audit rights, regulatory compliance, subcontracting, assignment, change control, force majeure, suspension, termination, transition, governing law and dispute resolution.​

Contracts with Indian counterparties

For international clients, DB Legal can review a global or home-jurisdiction template and identify provisions that require India-specific treatment. These may include execution and stamp duty, enforceability of restrictive covenants, indemnity and damages, tax withholding, foreign currency payments, data and cybersecurity, product and consumer obligations, dispute resolution, interim relief and the practical enforcement of termination or payment rights.

Contract systems and recurring support

  • Preparing standard contract templates and clause libraries.

 

  • Developing fallback positions and negotiation playbooks.

 

  • Reviewing third-party paper against an agreed risk matrix.

 

  • Conducting contract audits and identifying renewal, change-of-control and termination provisions.

 

  • Supporting high-volume negotiations and business escalation processes.

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