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Contracts & Transactions

Commercial Contracts

Contracts reviewed before signing, while the terms can still be changed.

The Problem

What Is at Stake

Most commercial disputes begin in a contract that was signed quickly or drafted for a different deal. The liability cap that does not cover the risk that actually arises, the termination clause only one side can use, the arbitration clause naming a seat no one intended: none of these are visible while the relationship is going well.

For a growing business, contracts are also how risk is shared across suppliers, customers and collaborators. A distribution agreement decides who carries inventory and credit risk; a service agreement decides who pays when a deadline is missed. Reading these documents for their commercial effect, not only their wording, is where a review earns its cost.

KP Juris reviews, drafts and negotiates commercial contracts for businesses, and analyses breach, termination and renewal positions when a relationship changes.

Scope

Matters We Advise On

  1. Supply and purchase agreements
  2. Service and master services agreements
  3. Distribution, agency and franchise agreements
  4. Collaboration and joint venture agreements
  5. Contract risk review before signing
  6. Negotiation support with counterparties
  7. Renewals, terminations and breach analysis
  8. Confidentiality and non-disclosure agreements

Approach

How We Approach It

  1. 01

    Start with the deal

    Understand what the business needs the contract to achieve and where the real exposure lies.

  2. 02

    Mark up for risk

    Review liability, indemnity, termination, payment and dispute resolution terms, with a short note on each issue and why it matters.

  3. 03

    Support the negotiation

    Prepare positions and fallback wording, and concentrate on the points that change the economics.

  4. 04

    Record what continues

    Summarise obligations, renewal dates and notice periods so the contract can be managed after signing.

Key Considerations

What to Know Before You Act

Indemnity and liability caps

An indemnity is a promise to make good specified losses. Read it with the liability cap and the exclusions, because together they decide who bears a loss.

Termination and exit

Check who can terminate, on what notice and for what reasons, and what survives termination, such as payment, confidentiality and transition obligations.

Dispute resolution clauses

Name the seat of arbitration, not only the venue, together with the governing law. Ambiguity here regularly produces a preliminary dispute before the real one.

Restrictive covenants

Section 27 of the Indian Contract Act, 1872 makes agreements in restraint of trade void, subject to narrow exceptions. Non-competes that apply after a relationship ends are rarely enforceable; confidentiality terms are treated differently.

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