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.

Why do most India-US contracts choose New York or Delaware law?

New York and Delaware offer predictable, sophisticated commercial law developed through decades of court decisions. New York's courts include a dedicated Commercial Division with expertise in complex business disputes. Delaware's Court of Chancery provides specialized corporate and commercial jurisprudence. Both states honour choice of law provisions with minimal public policy exceptions. For contracts above $250,000, New York allows parties to select New York law even without New York nexus. Delaware similarly respects party autonomy. This predictability reduces legal risk compared to states with less developed commercial jurisprudence or more interventionist consumer protection approaches.

How do US export controls affect India-US technology collaborations?

US export controls (primarily EAR for dual-use items, ITAR for defence articles) apply to technology transfers including deemed exports—disclosure of controlled technology to non-US persons, even within the US. India benefits from Strategic Trade Authorization (STA) eligibility, simplifying licensing for many items. However, certain items require individual licenses regardless of destination. Technology classification (ECCN determination) is essential before any disclosure. License conditions may impose restrictions on re-export, end-use, or end-user. Indian companies employing US-origin technology must maintain compliance programs tracking these obligations. Violations carry severe civil and criminal penalties including debarment from export privileges.

When does CFIUS review apply to Indian investments in US companies?

CFIUS jurisdiction covers transactions that result in foreign control of a US business and, under FIRRMA, certain non-controlling investments in TID US businesses (technology, infrastructure, data). Mandatory filing requirements apply to investments in certain critical technology companies or where foreign government involvement exists. Voluntary filing is advisable for transactions that may raise national security concerns even if not mandatory—CFIUS can initiate review of non-notified transactions for up to five years. Real estate near sensitive facilities triggers separate CFIUS authority. Penalties for failing to file when required can reach the transaction value. Indian investors should assess CFIUS implications during due diligence and build filing timelines into transaction schedules.

How are Indian judgments enforced in the United States?

The US has no treaty with India for judgment recognition. Enforcement relies on state law—most states follow either the Uniform Foreign-Country Money Judgments Recognition Act or common law principles. Courts generally require that the Indian judgment be final, from a court with jurisdiction, and not contrary to US public policy. Due process concerns may arise if Indian procedures don't meet US standards. Enforcement is typically available for money judgments; injunctive or specific performance orders face greater resistance. Arbitral awards are more readily enforceable under the New York Convention, making arbitration often preferable for significant disputes.

India-US Business Contracts | Cross-Border Agreements

Overview

The United States represents India's largest trading partner with bilateral trade exceeding $120 billion annually. The commercial relationship spans technology services, pharmaceuticals, aerospace, defence, and increasingly, direct investment in both directions. US law presents Indian businesses with a distinctive challenge—federal-state dualism where contract law is primarily state law, while regulatory matters often involve federal agencies.

India-US contracts must navigate this layered legal landscape. Choice of law typically selects a particular US state (Delaware and New York dominate commercial practice), but federal law may preempt or overlay state rules in regulated industries. Export controls, sanctions compliance, and data privacy requirements add federal dimensions to virtually every significant transaction.

The absence of a comprehensive India-US free trade agreement means tariffs and market access depend on WTO schedules and sector-specific arrangements. Investment protection relies on the 2004 India-US BIT, though neither country has ratified it. Commercial contracts therefore carry more weight in structuring protections that treaty frameworks might otherwise provide.

Key Considerations

1

State Law Selection

Understanding why Delaware and New York dominate choice of law provisions, the practical implications of state selection, and when other states may be preferable.

2

Export Control Compliance

EAR, ITAR, and deemed export requirements affecting technology transfers, with particular attention to India's changing status under US export control regulations.

3

CFIUS Considerations

Committee on Foreign Investment in the US review requirements for investments in US businesses, including FIRRMA's expanded jurisdiction.

4

US Data Privacy Patchwork

State privacy laws (CCPA/CPRA, Virginia, Colorado, others), sectoral federal laws (HIPAA, GLBA, COPPA), and the implications for data flows to India.

5

IP Protection Mechanisms

US patent, trademark, and trade secret protection, including the Defend Trade Secrets Act's provisions for cross-border enforcement.

6

Dispute Resolution

US litigation costs and discovery burdens, arbitration alternatives, and enforcement of Indian judgments in US courts.

Applying the TCL Framework

Technical

Export classification (ECCN) for products and technology under EAR
Technical security requirements for defence and dual-use items
IT infrastructure decisions affecting US data privacy compliance
Product safety and standards requirements (UL, FDA, FCC)
Cybersecurity controls for government contractor compliance

Commercial

Currency risk allocation between USD and INR
Transfer pricing documentation for related-party transactions
Payment terms considering US commercial practice
Performance metrics aligned with US market expectations
Insurance requirements for US market operations

Legal

Delaware vs New York vs other state law selection
UCC Article 2 application to goods contracts
Federal regulatory compliance integration
IP assignment and work-for-hire under US law
Non-compete enforceability varying by state

“

"The US market is unforgiving of compliance failures—export control violations, CFIUS non-filing, data breaches—but equally rewarding of businesses that get it right. Indian companies that invest in understanding the regulatory landscape don't just avoid penalties; they compete effectively against domestic players who take compliance infrastructure for granted."

AM

Anandaday Misshra

Founder & Managing Partner

Common Pitfalls

Ignoring State Variation

Assuming US law is uniform when critical matters—contract interpretation, non-compete enforcement, privacy obligations—vary significantly by state.

Export Control Blindspots

Failing to classify technology transfers or assuming deemed export rules don't apply to routine technical exchanges with Indian personnel.

CFIUS Surprises

Not anticipating CFIUS jurisdiction over investments that may trigger review, particularly in technology, data, or critical infrastructure sectors.

Discovery Cost Underestimation

Not accounting for the expense and burden of US-style discovery in dispute resolution, making arbitration often preferable.

IP Assignment Defects

Work-for-hire assumptions that fail under US copyright law, requiring explicit assignments that may need additional consideration.

US-India Regulatory Framework

India-US trade operates under WTO MFN terms with no comprehensive FTA. GSP benefits for India were terminated in 2019. The 2004 BIT remains unratified. Export controls are governed by EAR (Commerce) and ITAR (State), with India holding relatively favourable treatment under Strategic Trade Authorization. CFIUS reviews are mandatory for certain transactions and discretionary for others—FIRRMA expanded jurisdiction to non-controlling investments in sensitive sectors. US data privacy lacks federal comprehensive law; instead, sectoral federal laws (HIPAA, GLBA, COPPA, FERPA) and expanding state laws (CCPA/CPRA leading) create a patchwork. SEC regulations apply to securities-related activities. FCPA anti-corruption provisions apply to US nexus transactions. State-level variations affect employment, licensing, and commercial practice.

Practical Guidance

Select governing law deliberately—Delaware for entity matters, New York for commercial contracts, with awareness of mandatory local law application.
Classify all technology transfers under EAR before exchange—deemed export rules apply to disclosures to Indian nationals even within the US.
Assess CFIUS implications early in any US investment transaction—voluntary filing often advisable even when not mandatory.
Consider arbitration (ICC, AAA, or JAMS) to avoid US litigation discovery burdens while preserving enforcement options.
Use IP assignment language that satisfies US formalities—work-for-hire is narrow, and assignments need consideration under some state laws.
Build in compliance certification requirements for ongoing regulatory obligations rather than one-time representations.

Frequently Asked Questions

Related Contract Types

Joint Venture Agreements

Commercial & Corporate

Collaborative structures with governance frameworks and exit mechanisms

Technology Licensing Agreements

Intellectual Property

Patent and trade secret licenses with field-of-use restrictions and royalty structures

Software Licensing Agreements