An NDA is the first legal document that should be executed before beginning discussion on a commercial relationship, which requires you to disclose confidential or any sensitive information about your business to another entity. An NDA ensures that information pertaining to a business is kept secret by the receiving party.

In case of large and complex business transactions ( M & A), Joint Ventures, Cross-border restructuring deals, before the parties enter into a detailed agreement finalizing all commercial terms, they normally execute a broader agreement which lays down certain heads of agreement outlining a framework. The Heads of Agreement /Letter of Intent / Term Sheet puts across the intention of the parties to enter into an agreement.

Exclusivity Agreement is used where there appears to be an opportunity to sell a product or service.Exclusivity Agreement ensures that the seller and buyer are both not exploring deals elsewhere other than with each other over the duration of their negotiations.

One of the parties ( i.e.the Company ) engages an entity ( called the Introducer) to find an investor (or acquirer) or a lender to meet its funding requirement. The introducer receives a certain percentage of the amount of the funds raised percentage / invested as its commission. The commission arrangement could apply to a one-off financing or financing for specific projects. A Marketing, Sales or a Distribution agreement could also have a percentage-based commission, but the difference between such an agreement and the commission agreement is that a marketing agreement is of a repetitive nature, i.e. the commission is paid on each sale made.

A higher commission (often in excess of 7 – 10 per cent )could be paid in such arrangements, which is of a very high amount & the commissions are of a lesser percentage volume ( .5 -2 % ).

An MOU is a document describing a common bilateral or multilateral understanding between the parties. It may or may not take the form of a binding agreement, but it expresses a convergence of will between the parties. There may be good faith or best efforts responsibilities that the parties assume in order to work out the commercials of a deal in the future.

A Finder’s fee Agreement is an agreement in which a person who is a middleman refers some clients, leads, or customers to another person who wants these clients.

A non-circumvention and fee protection agreement is ordinarily drawn as an additional protection to the underlying agreement in international trade transactions wherein an intermediary or broker plays the role of introducing the buyer to the seller & vice versa, for the exchange of particular goods & services for an agreed consideration. A fee or concession is asked by the intermediary, for example,7% upon the deal’s finalization as a consideration for generating potential customers. Sometimes, the buyer or seller who has requested the services of such intermediary may circumvent (i.e. dodge or bypass ) the payment provisions by using indirect means. In order to avoid such circumvention by the buyer or the seller, the agreement is drawn.

An interim services agreement is a separate ad-hoc contract from the main agreement proposed to be entered into by the parties, wherein one party is the service provider and the other is the one who wants to avail those services. It regulates the interim arrangements or provision of such interim services by a service provider to its client or potential client in the interests of time. These services include the appointment of an interim managerial head in companies, schools, or other areas in the requirement of similar sort of services. In addition, consultation services, insurance services, employment services, and transition services due to the winding up of a company are some of the likes of the interim services agreement. For instance, Interim insurance services: Short-term life insurance is one of the interim insurance services provided to the employees, who have changed their jobs, for covering risks during the gap period between leaving the job and getting a new employment.

It is an agreement between two or more parties. The parties under the said agreement agree to test and evaluate a new product or service offered by one of the parties. The purpose of the agreement is to evaluate the said product or service and in case the results of the evaluation are positive, further negotiations are undertaken to facilitate a sale or subscription of the product. Such agreements are limited by time and scope. Time, because the evaluation is to be done in a small duration which usually spans a couple of months. Scope, because of unusual parlance, the product offered for evaluation is devoid of some of its capabilities during the evaluation period. This is because the business offering its product under the Evaluation Agreement wants the other party to purchase such a product, and unlocking all premium features is one way to incentivise such a purchase.

An option agreement grants an option to the option holder to purchase the shares of an existing shareholder at a predetermined price (or pricing formula) on the occurrence of certain events. This is known as a call option. If an existing shareholder wants to have an option to be able to sell his or her shares to another shareholder, it is called a put option. You can similarly grant options for debt or other rights. For example, one party may have a call option to buy another party’s loan given to a company. Call and put options are very common in investment transactions and are included in the investment documentation itself.

The Option Agreement will give the right to the party to the contract to the first chance of purchasing a specific piece of property at a specific price at some future date. It is a legally binding agreement between the buyer and seller, which is legally enforceable by law. This type of agreement is most commonly used for real estate, but can be used for other things, as well. Investors can use real estate option contracts to secure high-profit investments at relatively low
risk. Traditionally, the seller has the right to decide whether to sell their property to a particular buyer, but when an option contract is executed between the parties, the buyer gets the exclusive right to buy the property at a predetermined price at some future date, but would not be obligated to do so. On the other hand, the seller won’t be able to sell that particular piece of property to any other buyer during the pendency of the agreement or without the prior consent of the buyer.

A legal document that lists out the powers that a person delegates to a POA holder & for which he /she constitutes the POA holder to act on his/her behalf. Its necessity arises when a person is not available or is not capable of carrying out his dealings.

Event management contract is required for the appointment of an event manager for supervising every particular aspect during an event (e.g. marriage, business conference, etc.). A music concert, wedding, book launch event, any corporate event, cocktail parties etc. may require an event management contract. Functions involved could be booking of venue, decorations, catering, performances and other logistics.

A band performance agreement is an agreement that contains the terms and conditions of understanding between a band or their representative and the music venue or promoter who is responsible for organizing the performing event. Organiser could be an independent agent, agency, music venue owner, club venue or promoter. Artist could be a solo performer, band leader, band, musicians, DJ, etc.

Proofreading contracts is the process of checking i for spelling, grammar, inconsistencies, punctuation issues, formatting flaws, and typos after it has been completed. Both are essential and intertwined elements of the drafting process.

Proofreaders must devote a significant amount o time and effort to their tasks, making it one of th most demanding positions in the writing/editin industry. It all comes down to paying attention to detail and having a good eye for abnormalities.

Often people have the idea of starting a new business on their mind but few people come up with a product /a prototype / a service & try to find a product/service / market fit. Even few people know what to do to start building a business around that product / the service. The founders of a company often have no clue about how to launch or scale up a business, and this is where the role of advisors becomes significant.

ESOP creates incentives for employees through stock options & sweat equity scheme. The convenience of being able to offer stock options / sweat equity to employees is one of the distinguishing features of a company as a business structure. These methods offer novel ways to incentivize & retain employees. The purpose of the ESOP is to promote an ongoing mechanism for rewarding executives of the company for their continued / valuable services & the ESOP is made for a selected category of employees of the company as decided from time to time by the management of the company.

A Leave & License Agreement is a document that bestows the Licensee with the permission to occupy the Licenser’s proposition. The occupancy is granted on a Leave & License basis and not on a tenancy basis. The Leave and License agreements do not transfer the property but provide a license to the licensee to occupy the property until the duration of the agreement, which is entered upon by mutual consent.

Corporate Leasing is a part of the rental industry, this kind of leasing could be commercial as well as residential. Corporate lease is also known as Commercial Lease, Commercial Lease Agreement, Business Lease and Industrial Lease. A Corporate lease is initiated by way of a Corporate Lease Agreement. This agreement is essentially a legal contract structured when renting immovable property to or from a corporate when renting business property. This could be residential or commercial. Further, corporate leasing also involves the lease of assets such as vehicles, machinery etc. A commercial lease would entail the owner/ landlord of the property also legally known as the lessor’s details and specifications and the lessee’s desire and purpose of such corporate leasing.

Seldom, a lease would require a guarantor who would stand as a guarantee for such non-payment of the lease amount. The agreement also contains the lease amount payable, duration of the lease, any such information required at the discretion of the parties. Corporate leasing is often availed by companies to put a roof over their employees’ heads, especially when transferring from a hometown or previous location. This would save a major chunk on accommodation overheads in hotels, guest houses etc. The same ideology can be used for commuting individuals who spend weekends in different cities.

A perpetual lease is an agreement where the land is allotted to a person over state land in accordance with the provision laid down under the Urban Land Ceiling & Regulation Act,1976. A person who is holding the property is responsible for the terms and conditions laid down under the deed, failing which amounts its termination from the land.

Perpetual leases are always issued for some defining purpose laid down under the Urban Land (Ceiling & Regulation ) Act 1976. It is basically issued for agricultural or commercial purposes. The perpetual lease can also be issued for some other purposes, required the sign of other authorities and also the person taking perpetual lease must disclose the purpose he wants to issue for

A security service agreement is an agreement between a security service provider and a client for the provision of security services. The service may be for domestic or commercial purposes as per the requirements. Usually, domestic security arrangements are not very complex and just involve security guards to guard the entrances and exits and patrol the area.

On the other hand, commercial security arrangements vary according to the nature of security needed and the threat levels involved.

A manufacturing agreement is used to define the rights and responsibilities of the parties when one party manufactures products for another.

It is used when manufacturing or a portion of it is not carried out inhouse. For example, such an agreement can be used when Apple outsources the manufacture of Gorilla Glass to the company Corning.

A venue hire agreement is drawn up between parties to hire a particular premise for a one-off event or for multiple events over an agreed period. One person is the Hirer (the person who wants to hire the premises) and the other is the owner (the person who owns the premises).

Wedding events, music concerts, celebratory events (anniversary or birthday or any of the same sort), commercial business meetings, academic conferences (book launch events, discussion on burning issues/celebrated topics/controversial topics), etc., are the events that can have a venue hire agreement.

A Supplier Contract is a legal agreement between a business and a supplier for the delivery of agreed products or services. These contracts establish the stipulations of the working relationship between both the parties, i.e. the business and the supplier. The terms of the contract clarify the services the supplier has to provide and for what duration. In business, suppliers play a rather imperative role. They act as the middleman between the manufacturer and the customer. A sign of a principled supplier is to ensure building a relationship with their clients while complying with the terms of the contract religiously.

Supply Chain Contracts are agreements that are deliberated & signed by the companies and the seller/ producer/ manufacturer. In order to run a business smoothly, companies rely on supply chain contracts to ensure that the required resources arrive in time & a pre-determined manner

A marketing agreement is a contract by which one company will provide marketing services for another company’s goods or services. What constitutes marketing services will vary from contract to contract according to terms stipulated in the agreement.

A marketing partnership agreement, like any other business contract, explains what is anticipated of the hired marketing agency or consultant, as well as the scope of work for which they have been employed. It is a legal document that explains why a marketing agency or marketing consultant was recruited in the first place. It serves as a record of what all parties have agreed to, and it goes into detail on points such as payment, schedule, and deliverables.

It also serves as a written record that protects all parties by clarifying what is expected of whom and when. For example, because the marketing partnership agreement explicitly states the scope of the project, the company cannot fraudulently claim that the marketing agency did not keep its end of the bargain.

(Agreement between Advertiser & ad agency & Broadcaster)

Advertisement is a way of promoting a product and is carried throughout the world in different forms and manners. It is one of the important factors in the success of a product as it helps in reaching the mass. The medium of advertisement may be graphical, audio, multimedia or print.

An advertising agency agreement is used by an advertiser when retaining the services of an advertising agency. It includes provisions on the scope of advertising and marketing services and ownership of creative work product and intellectual property. Although drafted in favour of the advertiser, this agreement contains integrated drafting notes and negotiating tips that also address the interests of the advertising agency and the broadcaster.

A representation/agency agreement is used to regulate the relationship between a principal and an agent. An agent acts as a representative of the principal and follows the instructions of the principal. A representative/agency agreement sets out the parameters under which the agent acts on behalf of the principal to sell goods or provide services to the principal.

A rate contract is an agreement between the supplier & purchaser to supply items for a fixed unit price for a specified period of time i.e. till the validity of the rate contract.. Rate contracts are generally employed by governmental ministeries and departments since they require items in bulk.

Rate contracts are administered under the administrative rules & directives on procedures for procurement by the Government ,which are outlined in the General Financial Rules ( GFR ), 1947, which were recently modified in 2017.

A consultancy agreement governs the appointment of a consultant who is an expert and has a wide range of knowledge in a particular field, which is provided in the form of services to a company or client. Consultancy services range from consultation with respect to fields of securities, risk management, software development, software repairs, audit and taxation, marketing, etc.

Under a management agreement, the owner of a facility, asset, property or business transfers the management of that asset, business or relevant premises to a third-party manager to manage in return for the payment of a management fee.

A reseller agreement governs the relationship between a reseller and the owner. A reseller buys products or gets products on promise of payment and resells the products to the end users. The price he pays to the manufacturer or owner who sells him the product is known as the wholesale price and the price he gets for the product from customers is Called the retail price.. A reseller agreement sets out the duties and obligations of the reseller and the owner.

A concession agreement is a contract between a Government Authority and a Private entity, through which the Government grants certain rights to the Private entity for a limited period of time. These agreements are common in the development of infrastructural projects under the PPP ( Public Private Partnership ). Concession
Agreements are made either for the purpose of executing an infrastructure project or for providing services related to an infrastructure project.

Engineering, procurement and construction (EPC) contracts are the contracts used primarily in complex industrial and infrastructure
projects like power plants, bridges, dams etc. EPC contracts involve a deal between the owner and a contractor, who is required to deliver certain design, construction, logistics, transport etc. related work to the Project financer. As it transfers the liability to the contractor and mitigates risks of the project, it is favourable for the Project financer. The project financier is absolved of a lot of complexities of engaging and interacting with a lot of people as it only has to appoint a single contractor and oversee the work and progress. They are reassuring for the Project financiers as the contractor is also obliged to deliver the required result within a particular time frame and at a pre-decided cost. But, as a result of these contracts, the contractor tends to establish a great deal of control over the Project designs, selections and decisions. Hence, the Owner must specify and mark clearly the required services and the milestones that need to be achieved. But we can say that the owner has leverage in these agreements.

Public-Private partnership (PPP) contracts are agreements between public and private entities, in which the private entity is hired by the public body and is remunerated on a performance basis. They are typically long-term arrangements with most of them signed for a term of 20-30 years. The rationale behind this model is to combine the capabilities of the public and private sector to achieve optimal results.

Types of PPP Contracts

There may be a variety of PPP models that can exist. Some of the
common ones are explained below

A BOT i.e. Build-Operate-Transfer is an arrangement in which the
private entity undertakes construction work, operates it for a certain
period of time and then it is taken back by the government. e.g. Toll roads.

B BOO i.e. Build-Own-Operate is a model in which the ownership
remains with the private party and it continues to operate that project. It is often used for water treatment or power plants.

C BOOT, i.e. Build-Operate-Own-Transfer.

D BBO, i.e. Buy-Build-Operate. In this model, the government sells the facility to the private entity. The private party renovates and operates the facility.

E DB, i.e. Design-Build, is a type of PPP model in which the private party has an additional responsibility of designing the framework of
the project. It reduces time and complications and helps the public entity save money, as only a single party is involved. It burdens the private party with an additional responsibility.

F DBF, i.e. Design-Build-Finance.

G DCMF, i.e. Design-Construct-Maintain-Finance, is a framework in which the private party designs and constructs the project, and then leases back the property. E.g. Prison projects.

H Management Agreements- Under a management agreement, the
public entity transfers the management of the asset, business, property, etc., to the private party for a particular period.

I O&M, i.e. Operations and Maintenance, is an arrangement where the private party takes the responsibility of maintaining and operating the public property/project for a specific amount of time with certain obligations which are specified in the Operations and maintenance agreement.

PPA, aka Electricity Power Agreement, is a legal contract between two parties, one of which generates electricity ( the seller/developer), and the one who purchases this generated electricity ( the buyer/borrower).

O&M contracts stand for operation and maintenance contracts. As the name suggests, it is a contract between a company with a devised plan/project in hand and an independent individual or an organisation with the expertise and ability to execute such a plan/project effectively in reality. It has a resemblance to event management operations between parties. O&M projects can be mostly seen in
government projects, which are allotted to an independent contractor based on the tender furnished. O&M agreements are usually related to projects such as road projects, electricity maintenance projects, water and sanitation projects

A purchase agreement is a contract that specifies the terms and conditions of a sale of goods. It is the most important legal document in a sales process. The purchase agreement relates to buying & selling goods rather than services.

This agreement is a document in which the supplier/manufacturer allows distributors to deliver goods to resell in a certain place. In such a contract, a joint partnership of two businesses is required to distribute the goods. It is done through the supplier’s permissions or business methods. The distributor is exclusively authorised to do such activities and is allowed to gain profit by applying the cost to the goods. No unified jurisprudence on the analogicality of both civil and commercial law is applicable to the distribution agreement, as it lacks legal regulation.

There are different kinds of distribution agreements, like exclusive rights, sole rights, non-exclusive, selective distributorship agreements, etc. Exclusive rights agreements are those that prevent the supplier from seeking sales in their area and appointing any other distributors in the same area.

Sole rights allow the supplier to seek sales but do not allow appointing any other distributor in the same area. Non-exclusive rights are those in which the supplier can appoint as many distributors and seek direct sales in the same area. Selective distributorship agreements are those where the supplier will appoint distributors as per their own requirements.

The term ‘franchise’ has not been described in the Indian legal framework. However, its meaning can be deduced from the Finance Act of 1999, which states that a ‘franchise’ is an agreement that authorises the ‘franchisee’ to sell or produce goods, provide services, or continue pursuing businesses recognised with the franchise owner.

A franchise agreement is a legally binding written agreement between the franchisor and the franchisee. The agreement specifies the franchisor’s expectations of the franchisee, as well as how the business must be run. It is an agreement in which the franchisor (company) agrees to grant the franchisee its use of the enterprise name or company system.

A) Single Unit Franchise

The far more conventional as well as traditionally common type of franchise model is indeed the single-unit franchise (also known as the direct unit franchise). Under this, the franchisee obtains the right and obligation to develop and operate one franchise from the franchisor. In this, Franchisees will invest their own wealth and use their own managerial skills. For example, When a franchisee buys their first franchise, they are referred to as a single unit franchisee.

B) Multi-Unit Franchise

Under this type, the franchisor grants an entity (the multi-unit franchisee) the right and obligation to start and operate multiple franchised units. The franchisee agrees to set up a certain number of places over a fixed period of time. The multi-unit franchisee should be monetarily and operationally capable of producing multiple units. For example, If a franchisee is successful with their first franchise, they may decide to open a second, third, or even fourth franchise with the same franchisor. A franchisee is considered a multi-unit owner if he or she owns more than one franchise unit.

C) Area Development Franchise

This framework is equivalent to a multi-unit franchise. Under this, the franchisor provides an organisation or agency (the area developer) the right and obligation to help launch several franchised units. For example, Area developers are similar to multi-unit franchisees in that they agree beforehand to develop a certain number of franchise locations within a specific time frame and geographical area. This approach is best suited for franchisees seeking market exclusivity and possessing the financial resources to secure that exclusivity with the franchisor.

D) Master Franchise

The master franchisee has both the right (and sometimes even the obligation) to recruit other franchisees and the right and duty to establish and operate a number of sites in a specified area. The franchisor gives the right to of an entity (the master franchisee) for a particular country, province, or region, enabling the master franchisee to offer a full range of services and products via sub-franchising in almost the same manner in which the franchise owner operates its own company. For example, A master franchisee is equivalent to area development in a way that they are required to open a certain number of locations within a specific time frame and geographical area. The master franchisee, on the other hand, is able, and sometimes required, to sell franchises to other prospective franchisees. The master franchisee then serves as a go-between for the franchisee and the franchisor.

Difference Between Licensing And Franchise

The essential difference between licensing and franchise is that a franchise is essentially given when the model of the business is perfected, and they can now expand (quite similar to licensing indeed). The brand that is giving a franchise they must give the brand some leverage and benefit in order to make the opening of a franchise a good deed. In a franchise, the business is run in accordance to the manner and instruction that has been given to you in exchange for a particular fee Meanwhile in licensing we see that there is a slight difference that is how much control is required for you as an owner would you like to give or /and take. You would be licensed to use the brands goods and benefit from the brand recognition but would run it on your own this would, in turn, give you much more control in comparison and also a licensing agreement is much cheaper in comparison to a franchisee agreement since you would then be responsible for the costs that are normally associated with a business that would in a franchisee include a franchise fee.

The sponsors generally provide financial support to the organizers and get multiple benefits in return, such as brand promotion, marketing, and various rights, including the right to sell their products etc.

Types of construction contracts

The construction contract is one of the contracts which includes risk in terms of uncertain expenditure. so, different projects have different contracts as per the suitability of the owner and the constructor

A) Lump sum contracts
A lump-sum contract is a very simple and basic type of contract in nature, in which the consideration amount is fixed against all the work done in the scope of work. Mainly, it is used in small amounts of projects.

B) Time and materials contracts

This type of contract is usually preferred where there is no specific scope of work. Consideration is based on time like amount per hour or the amount per day, and the materials used in the project. That consideration only includes the amount of material used in the project and wages of the labour or employees as per the working hours or days. In this case, the contractor should provide earlier all the material price quotes to the client and attach it to the agreement, that material price added in consideration as per the list mentioned
under the agreement only.

C Cost-plus contracts

In this type of contract, consideration is decided on the basis of the cost incurred in the project and the additional fixed amount as a profit to the constructor. Profit can also decide on the percentage of the cost, depending upon the mutual consent of parties.

D Unit price contracts

A unit price contract is a contract in which total work is divided into different units of work and for the same, price is quoted by the contractor based on each unit of work. consideration is mainly based upon the measurements. This type of contract is also known as a measurement contract.

E GMP contracts

GMP stands for Guaranteed Maximum Price, it is a type of contract where a maximum limit of cost is fixed, and if the limit extends then the contractor has to bear an extended amount. This type of contract can be worked with other types of contracts like Time and Material contracts.

In a Joint Development Agreement the land owner provides a developer with his land for the construction of a real estate project wherein they generally share the profits as per terms and conditions of the agreement that is mutually agreed upon by the parties.

A Joint Development Agreement helps to club resources of both the parties for the development of the project which is economically viable and beneficial for both the involved parties.

The Joint Development Agreement can be divided into two types. They are

A. Area Sharing Joint Development Agreement

In Area Sharing Agreement, the landowner and the developer enter into an agreement where the development rights to construct or develop a complex is bestowed on the developer by the landowner. In return to that the landowner is assigned a portion of the constructed area in the form of flats by the developer as consideration.

B. Revenue Sharing Joint Development Agreement

In a revenue sharing joint development agreement, the developer is providing taxable service to the owner of the land. The value of the service is in proportion to the share of the developer in the market value of the developed building sold in the project.

Tripartite Agreement involves three parties to the agreement i.e. seller/developer, buyer/borrower and financial institution/lender. It is usually executed when the home buyer is in need of money to complete the transaction with the developer. The financial institution comes into the picture wherein they lend money and if the borrower is not able to repay the money, then the property would belong to the financial institution, which the home buyer can’t deny and have to accept them as the new owner of the property.

All the copies of the original documents need to be attached to the tripartite agreement and this agreement is of utmost importance, especially when the home buyer is buying an under-construction

The tripartite agreement needs to be stamped in the state where the property is situated.

It is the obligation of the developer to set out in the tripartite agreement that the property has a clear title. Furthermore, it should also mention that the developer has not entered into any other or new agreement for the sale of the said property with any other party.

In a net listing, agreement the owner establishes a minimum amount that he or she wants to receive from the sale of the property and allows the broker to keep any amount above the minimum as a commission. While the seller gets what he or she wants for the sale.

A brokerage agreement helps a property owner/buyer to authorize a real estate broker to find a buyer/seller for the property on their terms, for which they pay the commission to the broker.

Types of brokerage agreements

A Open brokerage agreement

In this type of brokerage agreement, the seller/buyer of the property retains the right to employ any number of brokers. It is a nonexclusive type of brokerage agreement. Here, the seller/buyer is obligated to pay a commission only to the broker who successfully finds a prospective buyer/seller. They retain the right to sell/buy the property.

B Exclusive right to sell the brokerage agreement

An exclusive right to sell a brokerage agreement is the most commonly used contract as a brokerage agreement. In this type of agreement, a broker is appointed as the sole seller’s broker and has the exclusive authorization to present the property for buying/selling. The broker receives the commission no matter who sells the property while the brokerage agreement is in effect.

Real Estate Broker
Under the provisions of real estate law. Only a broker can list, sell or rent as an agent of another person’s property. They have to procure a license to show the property to interested buyers/sellers, filling the contracts and listing agreements of the property

a Forward Exchange Contract is entered between the Parties to negate the prospective risk due to fluctuation in currencies, in this agreement the parties agree to a fixed exchange rate towards the consideration at the time of execution of the agreement, thereafter, even if the currency rates fluctuates at the time of payment, the party will receive the amount on the basis pre-agreed fixed exchange Rate. Hence, such an agreement acts as a tool to mitigate future risk,
provides certainty, and helps the parties in assessing their profits more accurately.

As the Name suggests this agreement is related to the marketing aspect of the business, the foreign territory sometimes can be unfamiliar territory to adequately and effectively target the correct consumer base or the market, the exporter is sometimes not conversant with the prevalent market practice and demand specified areas to promotes its product and to strategies against this downside, the exporter hires a local agent/agency from the foreign country, the agent can be an individual or a company/firm. The primary obligation of the Agent is to promote the product of the exporter in the domestic market.

This Agreement is related to the practical aspect of the business, exporting through seaways has been the most prevalent practice in international trading, and in order to ensure this a strong and readily available logistics handling is pivotal for unbridled and smooth transborder trading. Therefore, an Exporter is required to ensure entering into an agreement with a logistic service provider for transportation, distribution, or storage of the exporter`s product.

It is also called as ‘Piggyback Agreement’, this type of agreement is also related to the execution of business activities, such agreement has an essence of an agency agreement as well as a logistics agreement. In BCA an Exporter Company/Firm enters into a collaboration agreement with a foreign firm to use its distribution channel for the supply of the Exporter`s Product in exchange of commission- based payment to the foreign firm towards the same, the primary purpose behind such agreement is to avoid establishing a presence in the market and developing distribution channel from the beginning as the same could be overwhelming for a new foreign entrant.

However, it shall be noted that a BCA may not just be limited to utilize the distribution channels of the other party; the word Collaboration can be widely interpreted, and the parties may enter into different types of terms and conditions of Collaboration depending upon the subject matter of the business at hand. In fact, its wide implication distinguishes it from agency agreement because in this agreement the foreign company will be obligated to procure all the sanctions, approvals, permissions, licenses, and other requirements of the Government and of any statutory authorities required for giving effect to all the terms and conditions of this agreement, such arrangements make it a more comprehensive and much-preferred choice for the Exporters.

A co- founders’ agreement or a founder agreement or a founders’ collaoboration agreement governs the professional agreement between the founders who had a new business. In the face of options such as partnership, LL.P., company or a non–profit entity such as a trust, society or a registered non–profit organization, what is a cofounder’s agreement for? These business ventures require registration and some filings with statutory authorities. When there is just an idea and where a group of people have come together to try and see if they can build a prototype, it makes little sense to make a detailed agreement about a future business. In the initial business, revenues are often absent; if revenue generating potential is identified subsequently, a formal business venture can be adopted.

The mutual rights and duties of partners amongst themselves and those of a Limited Liability Partnership as a separate legal entity shall be governed by the agreement between the partners called the LLP Agreement. The Limited Liability Partnership Act, 2008 does not lay down extensive rules and provisions like the Companies Act, 2013 and gives a lot of freedom to the partners of an LL.P. to structure their partnership.

According to section 4 of the Companies Act, 2013, the MoA is a legal document specifying information about the shareholding of the company. It is prepared for the purpose of registering the company. It is also called the charter of the company. The six clauses of MoA are 1 Name Clause 2. Domicile Clause, 3. Objects Clause, 4 Liability Clause,e Capital Clause, 6 Subscription Clause.

The Articles of Association of a company are that which prescribes the rules, regulations and the bye- laws for the internal management of the company, the conduct of its business, the manner of making calls, director’s / employees qualifications, powers and duties of auditors, forfeiture of shares, etc.

SHA is drafted between a particular section of the shareholders and company or every shareholder of the company. SHA details the rights and obligations of the shareholders. SHA regulates the sale of shares. SHA protects the minority shareholders and company. SHA provides for the appointment of directors and quorum requirement, matters requiring special resolution, provides veto rights to certain shareholders, restricts the right to transfer shares freely. AN SHO is not mandatory in the Indian Law but it is binding in nature.

SPA is drafted when one of the shareholders of the company wants to sell his equity to another shareholder and wants to exit the company. Buyer can be an individual and even a company.SPA is drafted into the following cases

1) Either existing promoters will sell the shares.
2) New investors will purchase shares from existing shareholders to
give them an exit.

Consideration is credited into the accounts of the sellers of the shares
(who is generally an investor / promoter of the company who wants
to sell his stake in the company.

SHA is a faster method to acquire the stake in the company vis a vis
the SSA ( Share Subscription Agreement ). SPA does not lead to the
dilution of the stake of the existing shareholders of the company.

SSA is drafted between the company and the subscribers of the issuance of new shares by the company. Considerationpaid by the buyer of shares is credited in the accounts of the company as the company issues additional shares at a predetermined price. When a company issues new shares, it can lead to the dilution of the stake of the shares already held by shareholders. When a company issues new shares, the consideration of that shares goes into the account of the company, When any founder sells his / her share, the consideration of that shares goes into the accounts of the founder. The issuance of new shares of the company can be made by company when a company wants to diversify its business or wants to enhance the scale of its business

BTA is an agreement to transfer the business of a company. It is done as a going concern, i.e the business acquires the business as it is without stopping its functioning. In BTA, the buyer does not exclude certain liabilities. The buyer has to take the whole business. In India, a BTA is used to effect what is known as a ‘ slump sale’. BTA and slump sale are used interchangeably, with the latter being used for the purposes of the Income Tax Act, 1961.

When a buyer agrees to purchase a company’s liabilities and assets, it is known as an asset purchase. As a result, the buyer assumes both the benefits and risks of the asset or business purchase. The term “asset purchase” is commonly used in the context of corporate mergers and acquisitions. It’s frequently used when a buyer wants to buy a single division or business unit within a larger corporation. The buyer is protected by an asset purchase because he will only be responsible for the assets listed in the asset purchase agreement.

An asset purchase is different from a stock purchase agreement, in which the shares of the company are sold. The buyer avoids the complications associated with minority shareholders refusing to sell their shares by purchasing assets rather than stock.

The following items can be purchased as assets:

1. Intellectual property,
2. Goodwill,
3. Premises,
4. Licences,
5. Plant and machinery

Open Source License is an agreement wherein permission is given by the owner of the Open Source Software ( OSS ) to exercise its exclusive rights held by the owner. The rights from copying and creating derivatives of the product to distribution.

one of the most powerful tools to grow a business is Joint Ventures (JVs). JVs can be said when specifically, one person teams up with another person or an agreement between a group of people or between business entities so that they can expand their business and have a larger market presence.

The origins of JV can be traced back to the 1920s. This concept was first used by the American Companies in particular and people in other export nations followed suit. This concept of doing business spread around the world at the end of the II World War. In the 1909s the term “joint venture” gained popularity as the markets of Europe and China opened up.

Purpose of the joint venture
Parties in a joint venture come together in order to attain their business goals which would be harder or costly to attain independently. When a joint venture is established with an ideal partner this helps the party to leverage the resources of the other partner to gain access to new markets, sharing each other’s capabilities or strengthen their position in the current market to diversify into new businesses.

Types of joint ventures

There are 4 most important types of joint venture that are practised
by the companies:

A Project-based joint venture- This is a type of JV, where the parties come together with a motive to accomplish a particular task.
B Vertical Joint Venture– This is a type of JV, where the parties are at different level of the same product and decided to come together in a JV

C Horizontal Joint Venture– This is a type of JV, where the parties are competitors and decide to come together

D Functional-based Joint Venture– This is a type of JV, where the parties come together in order of getting a mutual benefit by the
synergy of the two parties.

JVs in India can be of two types: Contractual Joint Venture

This is the type of joint venture that can be used when the company is not in need of a detached legal entity or it is not feasible for the company to create one.

When the JV is needed to be established for a temporary term or there is a limited activity or, that involves a temporary task this is it type of agreement that is preferred by the company.

Equity-Based Joint Venture

Here, the legal entity address independent is created when there is an agreement of two or more parties.

For this entity that is created independently, the associated parties agree to provide resources or money as their contribution towards the assets or capital to the corporate identity

Examples- Hindustan Aeronautics Ltd, Vistara, Mahindra Renault Ltd., ICICI Lombard, ICICI Prudential Life Insurance Company Ltd.

The sale and purchase of a ship or vessel is one of the important tasks in the shipping industry.

Transportation Services Agreements are entered into between the goods provider and those who offer transportation for those goods. In these types of agreements, the goods provider will agree to pay some amount to the service provider and in return, the service provider will agree to deliver the goods to the vendors or distributors or customers.

When the parties enter into a contract to supply the goods and commodities through maritime, they also think about managing the ship for such transactions. In earlier days, the ship owners used to look at several functions like financial management of the vessel, employment of personnel, maintaining the vessel, technical supervision, operation, etc. But now, the ship owners usually hire resources to manage the operations carried on the ship while supplying goods.

A ship may cost as much as the cost of buying a factory

Thus, it is always better to employ professionals to manage the operations of the ship.

Thus, ship owners nowadays delegate their functions in various areas to ship management companies, chartering companies, etc

When a ship manager enters into a contract with a third party for the purchase of goods or services and transport, they become obligated as the contracting party towards the third party.

A lease agreement is between the shipowner and the lessee or charterer. Under this agreement, the charter party puts the vessel on rent, either in full or part, for a stipulated period of time.

The terms of this agreement are formed on the basis of the shipowner, charterer and the market. The parties will also comply with the laws applicable to the transaction to keep the trading from any legal interference.

There are two types of charter viz., time charter

parties and voyage charter parties. In case of voyage charter, the parties can make their own terms of the contract and if possible, make changes in the standard terms to align with the requirement of the parties and the same should be accepted by them.

In time charter, the vessel can be on lease for specified period of time and the time which have been agreed by both the parties. In this kind the charterer controls the ship’s commercial activities. Thus, the terms of contract should explain about fuel consumption, loading capacity, speed of the ship and most importantly the time for usage of the ship should be mention clearly in the agreement.

Import and export contract is a contract between importer and exporter of various countries for selling and purchasing of goods and commodities. The contract is useful for the international trading of certain products like industrial supplies, raw supplies, manufactured goods or e-commerce delivery. These contracts will include the requirements such as quantity order, price per unit, delivery conditions, payment terms, documents and retention of title, etc.

A contract of affreightment is a contract between a ship owner and another person whereby agreeing to transport the goods in a stipulated period of time.

This contract is popular with small coasters employed in short voyages and it is cost effective also.

Contracts of Affreightment are also used by government authorities for international trading.

Since ages, merchants are engaged in maritime commerce ways to minimize the impact of threats of their trade presented by natural and man-made perils.

Marine insurance covers the loss or damage of ships, cargo, terminals, and other transport by which goods and commodities are transferred, acquired, or held between the points of origin till delivery point.

Seafarers’ employment contracts gained importance since the enforcement of the Maritime Labour Convention (MLC). MLC mandates the shipowner/employer to have written employment agreements with all seafarers working on seagoing ships. The payment of wages of seafarers shall match the standards formed by MLC.

The agreement must be signed by both parties i.e., the seafarer and the employer/shipowner.

A Collective Bargaining Agreement is an agreement that is made between an employer and a trade union, whereby agreeing on terms and obligations of employment relating to rates of pay, hours of work and other conditions of crew employed on the ship.

Freight Forwarding is a service used by companies engaged in the import and export of goods. It provides a guarantee that the goods will be delivered to the proper destination and maintained in good condition.

For this purpose, companies enter into an agreement with Freight Forwarder. A Freight Forwarder is a commission agent performing on behalf of the importer and exporter, in activities like loading and unloading, storage of goods, maintaining quality of goods, arranging local transport, collecting payment from customers, etc. In simple words, a freight forwarder will provide services which cover the total transportation and distribution process.

Portal usage and Supplier Agreement is a part of an E-commerce vendor which comprises an agreement between the supplier and owning the company portal where the supplier of the goods transacts with the third parties via an online website or portal.

The advertisements which are delivered through various modes like search engines, websites, social media and mobile apps at a higher level Is known as digital marketing. Digital marketing is a method by which the companies including the major and the minor endorse their services, goods and brands by using these online media channels to increase its popularity and sale. These days, consumers, for the purpose of researching on the products they wish to buy, rely heavily on the digital modes.

An Online contract or an electronic contract is an agreement modeled, signed & executed electronically usually over internet. In case of an online contract, the seller who intends to sell their products present their products present their products, prices and terms for buying such products to their prospective buyers.

Types of Online Contract
Online contracts can be of three types as underneath:

1. Shrink-wrap agreements

Shrink wrap contracts are usually a licensing agreement for software purchases. In the case of shrink-wrap agreements, the terms and conditions for access to such software products shall be enforced by the person buying it, with the initiation of the packaging of the software product. Tightening- up agreements are simply the agreements that are accepted by users, for instance, Nokia pc-suite, at time of installing the software on a CD-ROM. Sometimes, after
loading the product onto your computer, additional conditions may only be observed and then, if the buyer disagrees, he has an opportunity to return the software product. The shrink-wrap Agreement provides protection by exonerating the product manufacturer of any violation of copyright or intellectual property rights as soon as the purchaser tears the product or the coverage for accessing the product. However, the validity of shrink-wrap agreements does not exist in India with a stable judgment or precedent.

2. Click or web-wrap agreements

Click-wrap contracts are web-based contracts that require the user’s consent or consent through the “I Accept,” or “OK” button. The user
must accept the terms of use of the particular software with the clickwrap agreements. Users who disagree with the terms and conditions cannot use or purchase the product after cancellation or refusal. Someone almost regularly observes web-wrap agreements. The terms of use shall be set down before acceptance by the users.

For instance, online shopping agreement, etc.

3. Browse-wrap agreements
A browsing wrap agreement can be called an agreement which is to be binding on two or more parties through the use of the website. In case of an agreement on browsing, an ordinary user of a given Website is to accept the terms and conditions of use and other website policies for continuous use. We usually witness such kinds of online contracts in our daily lives. Although this online agreement is becoming common in all of our businesses, there is no precise judicial precedent regarding its validity and enforceability. Other countries, such as courts in the USA, have dealt with those online agreements and held that both Shrink-wrap Agreements and Click-Wrap Agreements are enforceable as far as the general principles of the contract are not violated.

Online Platform refers to a wide range of services available on the Internet which includes marketplaces, search engines, creative content outlets, app stores, communications services, payment systems, social media, services comprising the so-called “collaborative” or “gig” economy, and much more. An online platform can be defined as a digital service that facilitates interactions or communications between two or more distinct but interdependent sets of users, who can be either firms or individuals, and who interact through the service via the Internet.

When you enter into a contract with a service provider or from an internet provider, you are provided with a platform service agreement from the provider. This service agreement explains the relationship between the user and the service provider

For a business to be successful requires a good vendor with quality of services. A vendor agreement is an agreement entered into between a business owner and the vendor or a service provider for the supply of goods and services. Different businesses will have different types of vendor agreements. For instance, an e – commerce website such as Amazon, Flipkart, Grofers, Bigbasket etc. would require logistic services, vendors to sell goods and services such as products or raw materials on their websites so they enter into a vendor agreement before selling or providing any services to these websites.

Merchandising Rights mean the distribution, licensing, sale or other exploitation of tangible goods that utilize names, likenesses or characteristics of artists in their roles or other materials / services included in the program / an episode or the title, props, sets or expressions or other elements of the program and that are made for sale to the general public. Merchandising Rights do not include publishing rights and Home video rights / services, commercial tie-in rights.

A Website Development and Maintenance Agreement is a contract between an individual/company/business (in short “Client”) and the website development and maintenance developer company (in short “Developer”). The contract lists the scope of work to be done by the developer for the client, roles and responsibilities of both the parties, terms and conditions to be followed by both the parties while performing their duties under the contract, warranties and representations, assignment of duties, etc.

There are generally two parties in this contract;

namely the “Client” and the “Developer”

When a client takes the services of a developer for building a website, he approaches them in one of the given ways: (a) “Build a website for me, I have no domain knowledge”; (b) “Build a website for me with particular specifications as quoted.

If the client has no domain knowledge, then the Developer usually provides a questionnaire to the client to understand his demand, i.e., what kind of website he demands and what all he requires in his website. In case the client already has the knowledge of the domain, he can provide the developer with a Request for Proposal (RFP) form, quoting his specifications. After going through the Request For Proposal (RFP), the developer can understand the client’s needs and can also further negotiate for building the website.

In both the cases, either the questionnaire or the RFP, forms the part of the contract, so that the Developer becomes bound by the requirements of the Client.

A Software Development agreement is one which governs the relationship between a software development company and its client. One party enters into a contract with the other party for the development of software particular to their needs. The agreement itself lays down the specification of what the client company requires from such new software and it also includes all rights and obligations of both parties. It is important to frame the obligations of both parties properly and carefully so that the software meets the needs of the client company.

Imagine software which is useful to monitor the medical conditions of patients undergoing surgery. If the software malfunctions at a critical time during an operation, will the hospital authorities or the doctor under whose supervision the patient is being treated be held liable for this ? Can the victim or / Hospital ( Being the end user of the company) sue the software company ?

Companies around the globe run on several custom software applications and this software is developed by the software developers. Implementation of this software is crucial to the running of the business thus, the developers enter into license agreements with the companies. The developers store the “source code” critical for business in the escrow account. The source code is defined as a “logical statement in sequential format written in a computer programming language”.

It directs the software and controls the data. The source code is written and designed by software developers and they use programming languages such as C++ or Java to develop a source code.

After the formulation of the source code they are made into “executable codes”. The executable code is used to download, install, and can run on a computer system of the organization. But the executable mode prevents the customer from seeing the actual function of the software or modifying the operation of the software.

Repairing the software or making any operational changes is only possible with the help of the source code, and this source code and documentation related to it remain with the escrow agent. The source code or the documentation is released only when the developer or the licensor files bankruptcy and fails to carry the obligations under the license agreement. The arrangement between the licensor and the licensee is an arrangement and can also be termed as a “software escrow agreement”.

A clickwrap agreement for a licensor that makes its application programming interface (API) available to developers or other users. The term clickwrap refers to license terms that are provided by the licensor and are not meant to be negotiated or signed by the parties. Instead, the licensee indicates acceptance by taking another specified action, such as clicking a link or button. Clickwrap terms are drafted to be favorable to the licensor.

Cloud computing is defined as the use of computing resources, including data, software, and computation, which are delivered to users as a remote service over a network. The name comes from the cloud-shaped symbol utilized to represent the complex infrastructure it contains in system diagrams.

Increasingly, cloud computing has become a new means of delivering information technology services. By adopting cloud technologies, businesses can leverage cost-effective, scalable and integrated IT resources to remove geographical or cost limitations upon their workflows and service delivery mechanisms. Many companies are capable of providing purely internet-based services or can maximize the efficiency of their intra-corporate processes through cloud computing services, simply by outsourcing the storage, collection and provision of data to servers or processes running on the cloud. Companies such as Google, Microsoft, Amazon, etc., are all major providers and users of cloud computing services.

It is an agreement between a customer and a consultant/consultancy firm acting as an independent contractor/developer, the customer engages the services of the consultancy firm to develop a website in accordance with the terms and conditions of the agreement

Companies are looking for effective mechanisms to collect recurring payments from their customers. Hence, NACH (National Automated Clearing House) has provided a simplified mechanism.

NACH is the centralised electronic-based payment solution that helps the banks, corporate sectors, government and other financial institutions to handle bulk payments.

The process goes somewhat like this:

1. The corporate (or money-collecting agency) collects the NACH mandate form from customers. With the mandate form, the customer gives the corporate the authority to debit his account for a certain period and at a certain frequency

2. The corporate verifies the details provided by the customer in the mandate form.

3. After verification of details, the corporate forwards the NACH mandate to its bank.

4. The corporate’s bank then shares the NACH mandate with the National Payments Corporation of India (NPCI).

5. Once the information is validated, the NPCI forwards the mandate to the customer’s bank for approval. Only fully validated transactions are forwarded to the customer’s bank for debiting.

6. Once approved by the customer’s bank, the corporate is authorised to collect funds from the customer’s account.

A master service agreement, or MSA, is a contract reached between parties, in which the parties agree to most of the terms that will govern future transactions or future agreements. A master service agreement allows the involved parties to more quickly negotiate future transactions or agreements, because they can rely on the strong foundation of the master agreement for future business, so that the same terms need not be repetitively negotiated, and you only need to negotiate terms specific to the latest deal.

An MSA is a very common thing in professional services.

It allows you to take things project by project with the service provider without having to re-negotiate and re-sign off on how you and that provider are going to treat each other every time.

In this way, it serves as the foundation of the ongoing relationship, regardless of what project they’re working on and how, or even if they’re between projects for the moment.

A Service Legal Agreement (SLA) is an essential tool for communication and conflict reduction between a service provider and an end-user. An SLA applies to everyone who is seeking service from an online service provider.

In simple terms, an SLA is like any other agreement between two parties. An SLA is a contract between the service provider and the client that mentions the expected level of services to be fulfilled by the service provider. A service provider could be anyone such as an IT service provider (Y) offering Software- as-a-Service (SaaS) to the enduser (Company X).

An SLA can either be legally binding between the parties or informally negotiated.

An Operational Legal Agreement (OLA) is a bunch of sub-agreements within the functional grounds of an organisation dedicated to the delivery of the overall SLAs to the customers. An OLA can be entered into by the service providers within the organisation with the internal management team or external management team to maintain efficiency towards responding to the issues of the customers. Thus, it may be considered as a subset of an SLA.

A Domain Name Transfer or Assignment Agreement is a transfer of property agreement – the property in question is a domain name, its transfer is governed by this agreement. When you sell a website or if your company is acquired by another entity, or if your domain name is purchased by someone else, you will need to execute a domain name assignment agreement.

In the online environment, websites which sell products and services intend to encourage third parties to promote their products and services. For example, Amazon can pay you a commission for writing book reviews on your own site, if you hyperlink to the paid version of the book on Amazon and if a customer purchases the book from Amazon after clicking on that link. In this situation, you become an affiliate.

It is like an ordinary commission agreement, except that the money is collected directly by Amazon and then paid to you.

A software/hardware sale and purchase agreement is a contract between a buyer and a computer supplier. The contract sets out the arrangements for the purchase of computer hardware products, equipment or software.

When you purchase a laptop or desktop for personal use this is not relevant, but when you purchase on an industrial scale it will be very important for you to document the terms for purchase of hardware and software.

Similarly, if you purchase heavy-duty servers or equipment which is assembled on a made-to-order basis and not available off-the-shelf, you will enter into this agreement.

Privacy Policy is an integral part of website development. There is a risky temptation to copy privacy policies of similar websites and use them as your own. The Information Technology ( Intermediary Guidelines ), 2011 requires every intermediary to publish a privacy policy.

Terms of service/terms of use are generally used by organizations/websites offering their products or services to the people. The terms can either be found in the form of a disclaimer or a link. The most common scenarios where one can find them are websites operating in domains related to e- commerce, online streaming websites, software, etc. The user does not have any capacity to negotiate these terms and has to either accept them or leave the webpage.

The Statement of working is important information which is submitted by either the patentee or the licensee to the IPO (Indian patent office) that clearly states the commercial exploitation of a patent in India. This statement of working system also checks if the patent meets the reasonable requirements of the public.

Legal provisions

Statement of working needs to be submitted for all patents in force under Section 146(2) of the Indian Patent Act and under rule 131. These statements are required to be filed on an annual basis with respect to all the granted patents in India. These statements of working disclose the extent to which the patented invented has been worked on the commercial scale. The timeline for filing of the working statement is March 31st of every year for each preceding calendar year. This statement is submitted by filing prescribed Form-27 each year within 3 months from the end of the calendar year. This form can be filed online by either the patentee or the licensee, or by a patent agent/ attorney who has the address of service in India. In case, the patentee or licensee is residing outside India, he must contact an Indian patent agent/ attorney for submitting this form at the IPO.

An agreement between a company that creates and supplies an application, underlying source code, or related product and its enduser is called a Software Licensing Agreement. The purpose of this agreement is to protect the intellectual property of the software developer and to limit any claims against them that may arise from the use of the software.

Copyright infringement happens when a copyrighted work is distributed, reproduced, publicly displayed, performed, involved in a derivative work or otherwise used without permission from the owner of the copyrighted work. Such infringement can cause loss of revenue and a damaged reputation to the owner of the copyrighted work. Sometimes it becomes a challenge to protect valuable intellectual property. DMCA takedowns give the owner of the copyrighted work, another tool to protect its assets on the internet.

The Digital Millennium Copyright Act (DMCA) came into being on October 28, 1998 with the objective to implement two World Intellectual Property Organization (WIPO) treaties i.e., (1) WIPO Performances and Phonograms Treaty and (2) the WIPO Copyright Treaty. The object of DMCA is to protect the rights of both copyright owners and consumers by regulating digital material.

DMCA plays an important role protecting a brand’s reputation keeping safe copyrights and trademarks associated with that brand.

Bill Payment Services is an online banking service that allows you to make direct payments to the third party through the internet at any time and anywhere. There are various online payments services such as; Paypal, google checkout, amazon payments, Braintree, Wepay, Bharat Bill Payment Service, and many more.

Bill Payment Service Agreement is an agreement entered into between the person who wants to make payment (Biller) and the bank through which online payment is being made (Service). A person shall be held liable under Section 25 of the Payment and Settlement Act 2007 and Section 138 of the Negotiable Instruments Act, if the person fails to make electronic payment or credit card bill payment due to insufficiency of the account balance.

Bill payment can be scheduled to one -time payment or recurring payment. In one -time payment, you can make a payment on that day itself when you enter payment details or you can schedule a payment for a future date; as the case may be. In recurring payment, payments can be made weekly, bi-weekly, semi-monthly, monthly, quarterly, semi-annually, or annually.

An Order Fulfilment Agreement is a legal binding contract between the Manufacturer (also known as the Supplier), e-commerce platform (also known as the Retailer) and Service Provider (also known as the Logistics Company, wherein the Retailer can also be Service Provider) wherein the Retailer places the orders to the Supplier and the Service Provider provides such services in accordance to the details provided by the Retailer.

An Internet Banking Services Agreement governs a customer’s use of his / her banking service account and contains the terms and conditions attached with performing banking functions on accounts linked to the service.It is a contract that establishes the rules covering electronic access to a customer’s accounts at his /her bank via online banking.

The development of E – commerce typically requires a combination of efforts such as the ability to develop a website that lends itself to the type of commerce that will be conducted on the site, as well as the actual operation of the type of commerce that will be conducted on the website.

Every E-commerce or other online website or platform lists their conditions of use on their website which is to be accepted by any person / customer who visits the shopping website in order to use the services offered at the website. Some websites allow for automatic acceptance of conditions of use as and when the consumer begins to use their site, while others require the consent to be expressly stated by clicking on “ I accept “ to the conditions of use. Terms and conditions of use are different from terms and conditions of sale which is applicable to sale of a product from the website when an order is placed. Terms and conditions of use are applicable to websites which do not sell products or services as well, or to websites such as Facebook and You Tube.

A SaaS company (the Provider) hosts software applications on its technology infrastructure and make those available to customers (the Customers) over the internet.

In the regular Software licensing model, customers need to purchase the complete Software, which is very expensive. Then they need to host it on their technology infrastructure and have at least a couple of software developers to customize and maintain the Software on an on-going basis. All this adds to the total cost of ownership of the Software.

Under the SaaS model, all customers share the same technology infrastructure to access the software application. The application source code remains the same for all customers. Bug fixes, security updates, and new features are rolled out to all customers.

The term ‘ Licence’ has been derived from the Latin Term ‘Licentia’ meaning freedom or liberty. The Licensee is given a right to make specified use or sell property or items covered by the IP by means of a contractual license without which the licensee would be liable for the infringement of licensor’s property rights

LEGAL PROVISIONS FOR DIFFERENT TYPES OF IP

Section 49 of the Trademark Act 1999 states that one registered proprietor and the registered user shall apply jointly by way of an agreement in writing to the Registrar for the permitted use of the trademark.

Section 30 (3) of the Coptright Act, 1957 states that the copyright owner may grant an interest in his copyrighted work by a license in writing signed by him or his agent.

Section 68 of the Patents Act, 1970 states that a Patent License shall only be valid if it is reduced to writing. Further, Section 69 of the patent Act requires a licensee to get himself registered with the Controller of Patents.

Section 30 of the Designs Act, 2000 states that a license will only be valid if it is in writing and the same shall be registered with the controller within six months of its execution or such further period as may be allowed by the controller.

The Licence of know-how is not required to be in writing in India. But it is recommended that to avoid ambiguity the license of know-how must be in writing.

This work – for – hire agreement is entered into by the company and an independent artist to perform some specific work. It is the main document to be executed when you work with a person in the creative industry on a project basis.

Where this is between an employer and employee, then copyright in all work done by the employee in the work-for-hire agreement will belong to the employer by operation of law. (See Section 17 proviso (a), Copyright Act, 1957). However, that does not apply to other forms of intellectual property, except portraits, paintings, engravings, photographs and cinematograph films under section 17 proviso

(b) of the copyright act; so even in employment agreements an IP assignment clause is included.

An inventions agreement can also be called by the following names (you should know this so that you are not confused):

• Employee Confidentiality and Inventions Assignment Agreement
• Proprietary Information Agreement
• Employee Intellectual Property Assignment Agreement
• Protection of Company Interests Agreement.

This agreement is between the Employer and the Employee, whereby a technical employee agrees that all inventions created or conceived by the employee during the course of employment are the property of the employer. This type of agreement is crucial for success in a business where Intellectual property rights are in involved.

Whether your employees are creatives, engineers, chemists, inventors, or any number of specialized roles, an Employee Invention Agreement helps make sure that the employer own the inventions that employees create at a workplace. It also protects the company’s confidential information.

The process of music license is governed by the Copyright Act, 1957. Music Licensing is a process of taking permission for the use of Musical composition / work. A Music License Agreement is a deal between a third party and the creator(s) for use of the composition, in exchange for money.

Music licenses are mostly entered into between music distributors and music creators . Under these agreements, a music distributor does not get any ownership rights related to music, and only gets a right to distribute the music owned by a music creator. Music License Agreements are also entered into between different production houses. Some movies make use of songs from other movies. In order to do this, production houses need to secure a license from the owner of that music. This is extremely common in cases where old Hindi film songs are remixed in new movies.

The term “Phonogram” in general parlance refers to the sound made by an individual while pronouncing a particular term or a word. However, in the legal world it is used in reference to the master recordings of music, speeches, audiotapes, cassettes, compact disks and other such recordings. Therefore, the term “phonogram recording” is a term used in reference to the recording of music, sounds, speeches and other such recordings. While the term “phonogram” is certainly archaic in nature and has been replaced with an even more modern terms such as music, audio and sound recordings, in most legal documents and laws such recordings are still referred to as phonogram recordings.

An independent record label contract (indie contracts) is the agreement that record labels use in order to create their ownership rights over the music recordings of the lead recorder (singer/artist/band). Also, via this agreement they can get various licensing, selling, and promotional rights in relation to these recordings.

A Synchronization License is a contract between a music user or audio-visual output creator and the owner of a composition or song which is copyrighted, grants permission to release the song in a video mode through online / digital portals such as DVDs/ YouTube/ Blueray discs). This permission is also called sync rights or synchronization rights.

“Sync” licenses are agreements for the use of music in audiovisual projects. Used in its strictest sense, a sync license refers to the use of a musical composition in an audiovisual work.

The term “master use” license is sometimes used to refer to the use of a music recording (sometimes referred to as a “master”) in an audiovisual work.

Sync and master use licenses can make money for songwriters, and master use licenses can make money for recording artists. It is possible for a license to include both a grant of rights in a song and a master if the same person wrote the song and produced the master.

The agreement provides one entity with the license or authorization to use the content in the manner so described in the agreement. For example, a themed location such as Magic Mountain or Universal Studios may want to license film content for their 4D theatre, such as Shrek 4D. They would procure the license from the rights holders in order to exhibit the film.

You can use this for license of any kind of content. If you write content for a specific entity, usually the organization which commissions the work includes an IP assignment clause in a services agreement.

If you are paid consideration for it, it may not make sense to retain ownership as the content cannot be reused.

However, for music, movies, songs or other content which is intended to be reused and replayed by different users, a Content license Agreement can be executed. Artists, authors, content-creation and technology companies must know about such an agreement as well.

Under E-book publishing agreement an e-book publisher acquires the right to publish an e-book edition of a newly written manuscript or previously published book. Such rights may be conveyed by the author directly or by the book publisher under a subsidiary rights clause of the original publishing agreement.

The territory under this agreement is quite broad since geographical restrictions on the distribution of electronic media are exceedingly difficult to police. This agreement can provide an author with an with an advance against future royalties (although Kindle SelfPublishing Agreement does not allow that) the author will earn from sales of work.

This publishing agreement provides for a contributor to contribute content on a particular topic on the website based on a schedule in return for a share in the website owner’s revenue.

This is different from an e-book publishing agreement as content in different forms (audio podcasts, text and video) is periodically published on another entity’s website from time to time when it is released.

The publisher pays a royalty to the person who is contributing the content. Royalty can be based on the sales of the publisher’s product which is triggered by the contributor’s content, on the sales of the contributor’s content itself (if all content is accessible only on a paid basis) or on the basis of the traffic or views (more visitors and longer duration of online sessions increases the importance and credibility of the publisher’s website and can also generate more revenues).

An arrangement where the contributor contributes for free in return for publicity and credibility is also possible.

Whether the publicity to the contributor can help in generating work for the contributor, the contributor may pay for getting the forum and opportunity to publish the content. That to repeatedly attract the visitors, the website owner has to provide new and refreshing content. Hence, connection of payments made for content with the actual user engagement is going to be important.

This is very important for professional services (e.g. accountancy or legal services) where advertising is difficult and the only way to effectively market yourself is to publish educational content.

If you want full ownership over the work that someone else has performed for you (i.e. you want to not just use it but reproduce, distribute, translate, modify and profit from it), you will need to take ownership of its intellectual property. This is undertaken by executing an intellectual property assignment agreement.

An artist agreement and a celebrity endorsement agreement and are very similar to each other. Both involve a person who is a celebrity, who is well known in his field, or an artist who is also very proficient in his field. They both charge compensation for the role performed by them. The main difference between them is that in a celebrity endorsement agreement, the brand uses celebrity’s fame to reach more potential customers and in an artist agreement, the artists come into an agreement with the production houses for a particular movie or an event.

With the increase in the use of the internet, the scope of copyrighted work also increased as now the copyrighted work can be distributed, broadcasted and published through digital platforms generally known as OTT (Over the top) platforms like – Amazon Prime, Hotstar, Netflix.

Creative content like videos, movies, sound recordings can be licensed to digital platforms. The content creators provide the license to the digital platforms to exploit the digital rights in respect of the content in exchange for the compensation and the agreement covering this transaction is generally known as the digital rights exploitation agreement.

India is a member of the following conventions

1. The Outer Space Treaty of 1967,
2. The Rescue Agreement of 1968,
3. The Liability Convention of 1972,
4. The Registration Convention of 1975, and
5. The Moon Treaty of 1979

Technology Transfer Agreement is the transfer of intellectual property from one organization to the other. Whereas a Licensing Agreement can be defined as the permission granted by the property owner (being the Licensor) to the party making requests for such a permission (being the Licensee) for a specific period of time. The term “property” mentioned above generally includes real estate holdings or personal possession but in Licensing Agreement it usually means Intellectual Property such as Patent, Copyrights and Trademarks.

Technology Transfer Agreement pertains to a specific method of transfer of technology along with its use under particular terms & conditions. The word ‘Transfer’ does not purport to mean the actual transfer or delivery of technology but is rather a process through which a technology is developed for one specific purpose and used by individuals on a large scale.

The said agreement can also be for a License Agreement or a knowhow agreement. The transfer is usually conducted through documents, software programs, raw materials, ministries and Schooling.

On the other hand, Licensing Agreements is nothing but a deal amongst owner’s (Licensor) patent, trademark or brand and the person (Licensee) who shall be granted permission for the usage of Licensor’s patent, trademark or brand subject to a monetary prearrangement, which the Licensee shall be obliged to pay to the Licensor as a result of the usage such patent, trademark or brand by the Licensee.

Technology transfer agreements can be bifurcated into vertical and horizontal technology transfer.

• Vertical Technology Transfer is when there is a conduction of new technologies from a new range of technology while the technology is still exploration and advancement.
• A Horizontal Technology transfer agreement is the swing of wellknown technology from one organization to another.

the following elements mentioned below should remain present in a technology transfer agreement.

1. The sale, vending or grant of license by the owner of technology with respect to its proprietary rights;
2. An obligation to transfer confidential information;
3. Process know how;
4. Application know how;
5. Engineering know how;
6. Manufacturing know how;
7. Management know how; and
8. Design Know how.

Video games are frequently made based on sports players and movies, and can involve that is why a license of relevant trademarks may be required from the relevant sports federation or the movie production house. You’ll need to check if the federation/ production company has the ability to provide a license to create a game on the characters and personalities of the movie stars/ sports players. Usually agreements executed by the actor/ sportsperson with the
federation/ production company allow the federation or the movie production company to undertake monetization of the characters through creation of video games and character merchandising (i.e. toys, trinkets, etc.).

A research and development agreement may be executed between a company or a university with an independent researcher or a research organization, for research and development of an idea or product. The agreement normally relates to manufacturing, technology and intellectual property companies, educational, academic and other non-governmental research organizations or charitable entities.

The agreements vary from an engagement to carry out research to joint cooperation or collaboration arrangements between parties.

A Proof of Concept aka Proof of Principle agreement is an exercise in which the main focus is on determining whether an idea can be turned into a reality and if the idea is practical enough to be executed.

In 1930’s, the concept of character merchandising came into the picture when Walt Disney Studios started licensing their very famous characters, such as Mickey, Minnie and Donald. And later on, a department store was established by one of its employees which specialized in the exploitation of such characters and granted a number of licenses for the manufacture and exploitation of such characters and distribution of low priced merchandise to the mass market in the form of posters, clothing, toys, badges. The adaptation or secondary exploitation of a fictional character by the creator of one or more authorized third parties is known as character
merchandising.

Merchandising means promotion and marketing of some event or organization by means of specially made goods and services and making them available in retail stores.

Sports Merchandising principally involves licensing, agreements and intellectual property laws to cope up with the logo and patent – related issues. Sports Merchandising can be classified as 1 merchandising related to sports personalities. 2 merchandising related to teams or clubs 3 Merchandising related to events, leagues and tournaments.

The loan agreement is a contract between a lender and a borrower under which the lender makes a vailable loan monies to the borrower. In essence, the loan agreement provides the contractual basis under which the loan is made. The borrower agrees to pay the loan sum and abide by the terms of the loan agreement in exchange for the loan.

A loan agreement is a contract which can only be entered into if the Lender has effectively transferred the funds to the borrower. However, a facility agreement is intended by the parties, wherein, the Lender only promises to lend a loan to the Borrower upon the latter’s request.

Types of Loan agreement:

Unsecured loans: An unsecured loan is advanced to a borrower, commonly to small business owners, on an unsecured basis. Bank credit card, Personal Loan, Equipment Line of Credit are some examples of unsecured loans.

Secured loans: Automobile loan, Line of Credit, Short Term notes, Long Term notes, Real Estate loan (including mortgage) are the types of secured loan.

Syndicate Loan Agreement is also called Syndicated Bank Fund. Banks provide loans to various Corporations, Startups, Proprietors and even the Government on a very large scale. Oftentimes the loan amount is so huge that even the bank is unable to lend the same. In such cases two or more banks ( Lenders / Syndicates ) enter into a loan agreement to lend money to one borrower. Such an agreement is called a syndicated loan agreement.

Hypothecation Agreements are used to create security over movable properties such as plant and machinery, raw materials, trading stocks ( Inventory ), furniture, ships , aircraft, and other vessels. The most common use of hypothecation is in financing of cars and bikes in India. In Hypothecation, the possession of property remains with the borrower.

Under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. ( SARFAESI ), The definition of Hypothecation is given.

Section 172 of the Indian Contract Act defines pledge – A pledge is used when the lender / pledge takes actual possession of assets ( i. e. certificates, goods , gold, jewellery, advance against stock, Advances against National Saving Certificates )

Pledging shares means raising loans by keeping shares as security. Shares are considered as assets. The person who is the owner of shares and wants the loan against the shares are known as Pledgor / Borrower and the person who gives the loans / Who receives the pledge is known as Pledgee / Lender.

A corporate Guarantee is a legal agreement between a borrower, lender and guarantor whereby a corporation (e.g. an insurance company ) takes responsibility for the debt repayment of the borrower provided it encounters bankruptcy.

(1) NDU’s are signed by the debtor in favour of the lender in relation to any loan obligation undertaken by the debtor. An NDU ensures that the debtor does not transfer the shares held by it in a company by way of outside arrangement such that the creditor is left without access to significant assets of the debtor. NDU is mainly used in the Stock Market as shareholders, predominantly promoters, tend to undertake a loan against their shares in the company. The shares are transferred to an escrow demat account for the purposes of this arrangement of NDU, but the beneficial ownership over the shares does not change, thereby remains with the debtor & the creditor is not able to dispose them off to clear off the dues ( unlike a pledge )

(2) In Banking Industry NDU’s are coupled with a POA ( Power of Attorney ) thereby appointing a security trustee. NDU’s along with a POA ensures that there is a positive and a negative covenant in the arrangement such that if the debtor fails to keep up with its dues against the creditor, the security trustee can exercise his powers under the POA to alienate the shares in favour of the creditor.

Intercreditor Agreement aka Intercreditor Deed is an agreement between two or more creditors deciding in advance how their competing agreements are resolved and how to work together with their mutual borrower. Lenders enter into an intercreditor agreement to define their respective rights.

Under an English mortgage the mortgagee acquires a right to take possession as soon as the mortgage is executed.For all practical purposes, he is the owner and the mortgagor has a right in equity to redeem his property if he is able to repay the amount on a certain date. If he fails to repay the amount, he would lose the right to redeem. In an English Mortgage, the mortgagee is empowered to take a security and convert it in a sale. In India, even if the mortgage is an English Mortgage, the mortgagee cannot automatically convert the security into a sale.

The transferor ( Mortgagor ) borrows a sum of money from the transferee ( Mortgagee) by delivering the title deeds of a specific immovable property. The transferor ( Mortgagor ) does it with an intention to keep the property as a security for the repayment of the loan.

An agreement which has already been executed can be amended in two ways:

1) It can be completely overhauled and a new agreement can be executed by the Parties. You can copy-paste the clauses you want, delete what you don’t want and then add any new clauses which are necessary. An express clause will be there in the agreement stating that all previous documents are repealed or annulled by the parties. These may be called Restated or Amended Agreements. Articles of Association are frequently amended in this manner.

2) Another way can be to execute a new agreement which specifically states which of the terms of the old agreement are to be deleted or modified and adds the new terms required. In this case the two agreements will need to be read together to arrive at the meaning of the transaction. When the amendments are not significant and do not require earlier entire agreement to be overhauled, this method can be followed.

Addendum is different from amendment. An amendment and addendum both provide for changes and alterations in the already existing agreements. An addendum is drawn for an agreement that is still being constructed, as in those agreements which are at a development stage and are not executed between the parties. Contrary to that are the amendments, that are applied to the
agreements which were considered as complete, agreed upon by parties, and executed as well.

A Novation agreement is a replacement to an already existing agreements u/s 62 of the Indian Contract Act, 1872.

A termination agreement will detail the cessation of a contract and specific obligations, releases from the parties as well as provisions in respect of the respective accrued rights and liabilities of the parties under or pursuant to the existing original contract being terminated. It governs the rights, responsibilities, and benefits of the parties arising from the termination. Although contracts may already have a termination clause specifying circumstances when the relationship can be terminated and a clause specifying which provisions survive, when a relationship involving a high degree of collaboration is terminated, parties may need to specify what happens posttermination in a new agreement as well. A termination agreement is used to formally record that all parties involved in a contract have agreed to its cancellation. It helps the parties to mutually terminate the contract. Where an existing contract is sought to be terminated as per its termination provisions, a letter will be sufficient.

Lease Financing of Equipment / Plants and machinery, as the case may be, is in fact a lease of “ equipment / Plant and Machinery in which the LESSOR retains the ownership of the equipment / Plant and machinery and the LESSEE is entitled to possession and use of the equipment or plant and machinery at specified rentals. The rentals are to be paid over a period of years which will cover depreciation and overhead expenses.

Post Incorporation Contract Adoption A post incorporation contract adoption is an agreement for the adoption by an entity of an agreement entered on its behalf or for its benefit prior to incorporation or establishment. This contracting parties under this contract usually are incorporaters or promoters of a company or business, the incorporated entity itself and a contracting party to the pre-incorporation contract. This agreement is necessary because the
promoters of a business or company may need to or be required to enter into various pre-set up or incorporation agreements. They would enter into such agreements for and on behalf of the company/corporate entity or as agents.

The contract which needs to be adopted may relate to future activities and needs of the corporate entity following incorporation set up. The adoption of the pre-existing agreement can be done in various forms.

The entry into a Post Incorporation Contract Adoption Agreement allows the corporate entity to adopt a pre-incorporation agreement directly or by transfer of a party’s rights and obligations undertaken by the promoters under that pre- incorporation contract to itself. Sometimes the document is merely in the form of a novation agreement but can also be drafted as a post incorporation contract adoption agreement.

1. Relinquishment Deed

In the relinquishment deed the person gives up his legal rights over a property to somebody else. For instance, when a person dies intestate i.e.without a will and his property is given to his legal heirs ( two brothers ). One of the brothers decides to transfer his rights over the property to his brother due to any reason. In the relinquishment deed the consent of the other party is a must.

2. Release Deed

A deed which can be enforced towards anyone who has a pure interest in the property regardless of the fact whether they are a family member or not. This transfer of property is known as Release deed. For instance, After a loan is entitled to a loan from the bank. In this case the bank takes full control of the property, which was previously owned by the actual owner, as collateral. As soon as the full amount is paid to the bank , property is transferred back to the owner along with the release deed.

3. Sale or Lease of Debutter Property

A Debutter is an endowment and much less a trust although it can be created through the medium of trust in which event the ownership of the property vests in the trustees and the deity is the beneficiary. It is a gift to God and not a gift to a living person within the meaning of The Transfer of Property Act.

4. Deed of Endowment

The word “ Endowment “ means that it is a deed settled on any person or institution. It is an act of settling a fund, a permanent provision for the performance of a public institution, charity, hospital, college etc. and it may consist of property set apart for the worship of some particular deity or for the establishment or maintenance of a religious or charitable institution or for the benefit of public or some section of the public in the advancement of religion commerce, health, safety or any other object beneficial to mankind.

5. Deed of Exchange of Property

It is a sort of barter where two persons mutually transfer the ownership of one thing for the ownership of another; neither things or both things being money only, the transaction is called an exchange u/s 118 of the Transfer of Property Act. In addition to the Transfer of Property there may be payment of money by one party to equalize the exchange and such payment will not make the exchange lose its character as such.