What types of contracts does AMLEGALS handle?

AMLEGALS provides comprehensive contract advisory across 43+ contract types including Technology contracts (SaaS, AI/ML, Cloud Services), Data Privacy agreements (DPAs, DPDPA compliance), Commercial contracts (MSAs, Supply, Distribution), IP & Licensing, Employment agreements, and International Trade contracts.

What is the TCL Framework for contracts?

The TCL Framework is AMLEGALS proprietary approach that examines every contract through three lenses: Technical (understanding the operational realities), Commercial (aligning business objectives), and Legal (ensuring compliance and risk mitigation). This integrated approach ensures contracts that work in practice, not just on paper.

Does AMLEGALS handle DPDPA-compliant contracts?

Yes, AMLEGALS specializes in DPDPA-compliant contracts including Data Processing Agreements, Cross-Border Transfer Mechanisms, Data Sharing Agreements, and Consent Management frameworks. Our Vibe Data Privacy™ framework ensures comprehensive compliance with the Digital Personal Data Protection Act, 2023.

Can AMLEGALS help with AI and technology contracts?

Yes, AMLEGALS has dedicated expertise in AI/ML Contracts, AI Governance agreements, AI Training Data Licensing, SaaS Agreements, Cloud Services agreements, and System Integration contracts. We address emerging issues like algorithmic accountability, model ownership, and AI liability allocation.

Does Press Note 3 apply to all Chinese investments in India?

Press Note 3 applies to investments where the beneficial owner is from a country sharing land borders with India. For China, this captures direct investments, investments through intermediate holding companies (regardless of where incorporated), and investments where Chinese entities exercise control through voting rights, board seats, or contractual arrangements. Minor portfolio investments below certain thresholds may be exempt, but any investment providing control or significant influence requires government approval. The test focuses on beneficial ownership and control, not just immediate investor nationality.

How can Indian companies protect IP when manufacturing in China?

IP protection in China requires multiple layers: (1) Register IP in China—first-to-file rules make registration essential; (2) Use carefully drafted NDAs with Chinese manufacturers including Chinese-language versions, specific confidentiality obligations, and penalties; (3) Implement need-to-know information partitioning so no single party has complete technical knowledge; (4) Conduct regular audits with surprise inspection rights; (5) Include robust arbitration clauses—SIAC or HKIAC seats often provide better enforcement prospects; (6) Monitor Chinese markets for infringement; (7) Consider whether manufacturing can be structured to keep critical IP processes in India. No single measure suffices—layered protection is essential.

What arbitration seat is best for India-China disputes?

Singapore (SIAC) is generally preferred for India-China disputes. Singapore offers political neutrality, a respected arbitration law, efficient procedures, and enforceability of awards in both India and China under the New York Convention. Hong Kong (HKIAC) provides similar advantages but faces increasing concerns about judicial independence. CIETAC (Beijing) is disfavoured by Indian parties due to procedural and enforcement concerns. Indian seats (Mumbai or Delhi) may face resistance from Chinese parties and enforcement challenges in China. The seat choice affects procedural law, court support and supervision, and enforcement pathways—Singapore provides the optimal balance for most India-China commercial disputes.

How do payment mechanisms work for India-China trade?

Payments between India and China flow through normal banking channels but face additional scrutiny. Letters of credit remain common for goods trade, providing payment security for both parties. Direct remittances require compliance with RBI liberalized remittance scheme limits for individuals and corporate payment authorization documentation. Chinese exchange controls may create delays on the China side. Payment timing may be affected by enhanced due diligence at correspondent banks. Contracts should specify currency (typically USD rather than INR or CNY), payment milestones tied to verifiable events, and mechanisms for handling payment delays. Escrow arrangements with neutral third-party banks may be advisable for significant transactions.

India-China Business Contracts | Cross-Border Agreements

Overview

India-China commercial relations operate within a distinctive regulatory environment. Since April 2020, Indian FDI policy requires government approval for investments from countries sharing a land border with India, capturing virtually all Chinese investment. This regulatory overlay transforms how India-China transactions are structured and documented.

Despite these restrictions, bilateral trade exceeds $115 billion annually. Chinese suppliers remain critical to Indian manufacturing in electronics, pharmaceuticals, and capital equipment. The commercial imperative of these supply chains exists in tension with regulatory caution. Contracts must navigate this landscape with precision—enabling essential commercial activity while ensuring compliance.

India-China contracts face additional complexity in IP protection, payment mechanisms, and dispute resolution. Chinese IP enforcement remains challenging despite improvements. Cross-border payment restrictions exist on both sides. Arbitration seat selection requires careful consideration given both countries' arbitration laws and enforcement patterns.

Key Considerations

FDI Approval Requirements

Government approval pathway under Press Note 3 (2020), documentation requirements, and structuring considerations for Chinese investment into India.

Beneficial Ownership Tracing

Requirements to trace beneficial ownership to countries of concern, including investments through third countries like Singapore or Mauritius.

Supply Chain Structuring

Procurement arrangements that maintain commercial efficiency while addressing security concerns in sensitive sectors.

IP Protection Mechanisms

Contractual protections supplementing Chinese IP registration, including confidentiality obligations, audit rights, and enforcement provisions.

Payment and Currency

RBI regulations on payments to China, currency conversion, and mechanisms for managing payment risks.

Dispute Resolution

Arbitration seat selection, enforceability considerations under CIETAC, SIAC, and Indian arbitration institutions.

Applying the TCL Framework

Technical

Technical specifications that protect proprietary information while enabling supply
Quality control and inspection protocols for Chinese manufacturing
IT security measures for data exchanges with Chinese counterparts
Product testing and certification for Chinese-origin goods
Supply chain visibility and traceability mechanisms

Commercial

Payment terms managing cross-border transfer risks
Pricing structures addressing currency fluctuation and duty changes
Volume commitments balanced against supply security concerns
Supplier diversification obligations reducing concentration risk
Force majeure provisions addressing regulatory disruption

Legal

FDI compliance representations and covenants
Beneficial ownership disclosure and verification mechanisms
IP protection clauses enforced through Chinese and Indian law
Arbitration clauses with carefully selected seats and institutions
Termination rights triggered by regulatory changes

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"India-China commercial relationships require more contractual precision than any other bilateral corridor. Where treaty frameworks are thin and regulatory environments complex, the contract must do heavy lifting. Every provision matters because fallback protections are limited."

Anandaday Misshra

Founder & Managing Partner

Common Pitfalls

Indirect Investment Blindspots

Failing to trace beneficial ownership through holding structures, creating FDI compliance exposure for investments routed through third countries.

Over-reliance on Chinese IP Registration

Assuming Chinese patent or trademark registration provides adequate protection without contractual enforcement mechanisms.

Inadequate Dispute Resolution

Selecting CIETAC arbitration without considering enforcement challenges for Indian parties in Chinese proceedings.

Supply Chain Concentration

Creating single-source dependencies on Chinese suppliers in sectors where regulatory or geopolitical disruption is foreseeable.

Payment Mechanism Failures

Not accounting for payment delays, currency conversion limitations, or documentary requirements for India-China remittances.

India-China Regulatory Framework

Press Note 3 of 2020 requires government approval for FDI from countries sharing land borders with India, capturing China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, and Afghanistan. Beneficial ownership tracing extends this to investments from other jurisdictions where ultimate beneficial ownership lies in these countries. Security reviews apply to investments in sensitive sectors. BIS standards create additional requirements for Chinese-origin electronics and telecom equipment. Anti-dumping duties apply to numerous product categories. Quality Control Orders restrict certain imports. RBI regulations govern payment mechanisms. The bilateral investment treaty relationship is minimal—China and India have no BIT in force. Dispute resolution must rely on contractual arbitration or domestic courts.

Practical Guidance

Trace beneficial ownership comprehensively—investors routing through Singapore, Mauritius, or UAE still require approval if ultimate beneficial ownership is Chinese.
Structure supply relationships with diversification capabilities—contractual rights to qualify alternative suppliers and shift volumes if needed.
Secure IP through multiple mechanisms—Chinese registration, contractual obligations, audit rights, and enforcement undertakings.
Select arbitration seats carefully—Singapore (SIAC) often provides optimal balance of neutrality and enforcement capability.
Build regulatory change provisions into long-term contracts—the India-China regulatory landscape continues to evolve.
Maintain documentation of security reviews, approvals, and compliance for investments with any Chinese beneficial ownership.

Frequently Asked Questions

Related Practice Areas

International Trade Corporate & Commercial Regulatory

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