Technology royalty and FEMA pricing
Commercial contracts in India are governed by the Indian Contract Act 1872, the Sale of Goods Act 1930, the Specific Relief Act 1963 and, for arbitration clauses, the Arbitration and Conciliation Act 1996. The enforceability of a contract depends on competent parties, free consent, lawful consideration and a lawful object. Restraint-of-trade clauses (Section 27), penalty clauses (Section 74), and limitation-of-liability provisions each have settled positions under Indian law that differ from common-law jurisdictions. AMLEGALS drafts, reviews and negotiates contracts that account for these positions from the outset.
Disputes arising from commercial contracts are resolved through negotiation, mediation (including under the Mediation Act 2023), arbitration or civil litigation. The choice of dispute-resolution mechanism, the seat and governing law, the limitation period (governed by the Limitation Act 1963), and the availability of interim relief each affect the enforceability and the time to resolution. AMLEGALS structures the dispute-resolution clause and acts in proceedings when disputes arise.
Drafting and reviewing commercial agreements — supply, distribution, licensing, service, outsourcing and joint-venture agreements — with provisions that are enforceable under Indian law.
Advising on commercial terms, risk allocation, representations and warranties, indemnities and conditions precedent during negotiations.
Structuring the dispute-resolution clause — arbitration (ad hoc or institutional, domestic or international), mediation under the Mediation Act 2023, or court litigation — to suit the commercial relationship.
Pursuing or defending claims for breach of contract, specific performance under the Specific Relief Act 1963, injunctive relief and damages in arbitration or court proceedings.
Analysing limitation-period exposure under the Limitation Act 1963 and the enforceability of liquidated-damages, penalty and exclusion clauses under Sections 73 and 74 of the Indian Contract Act.
Ensuring that contracts are properly stamped under the Indian Stamp Act 1899 (or the applicable state amendment) and that regulatory approvals, if required, are obtained before execution.
An unstamped or insufficiently stamped instrument is not admissible in evidence under Section 35 of the Indian Stamp Act 1899 (or the applicable state amendment) unless the deficiency is made good with the penalty. The underlying obligation is valid, but enforcement is blocked until the stamp duty and penalty are paid.
Post-termination non-compete clauses are void as a restraint of trade under Section 27 of the Indian Contract Act 1872. Non-solicitation clauses (of employees or clients) are generally upheld if they are reasonable in scope and duration, but each case is assessed on its facts.
Under Article 55 of the Limitation Act 1963, a suit for compensation for breach of a contract must be filed within three years from the date the right to sue accrues (typically the date of breach). Different articles apply to specific-performance claims, accounts and negotiable instruments.
Under the Specific Relief (Amendment) Act 2018, specific performance is no longer a discretionary remedy — it is the default remedy for breach of contract, and the court must grant it unless the exceptions in Section 14 apply. Damages are awarded only when specific performance is not obtainable.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
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