Corporate Law — Commercial & Operational Contracts
End-to-End Commercial Contract Management for Growing Business Needs
Contractual obligations and operational risks go hand in hand for any business you can think of. That is where we help you bridge the gap between what the law says and the operational reality that your business demands specifically. We ensure that the contract is drafted in a manner which allows both parties to meet the objective whilst ensuring least operational requirements.
In short
It is here that business becomes more than handshakes and enters the area of enforceability. We draft and negotiate joint ventures, franchises, software as a service agreement, master services agreements, reseller agreements, distribution agreements, and virtually any agreement between two parties you can think of. What do we spend most of our time doing? Looking at those clauses that no one pays attention to until something goes wrong. Indemnity. Termination events. Scope of non-competition. Force majeure. Dispute resolution procedures. Those are the clauses that dictate how things will go down when things start going wrong.
A joint venture agreement decides how two companies will share control and profit for the years ahead. A vendor contract dictates who bears the cost of late delivery. An NDA signed before a funding conversation determines whether a competitive party can use the information exchanged in that conversation legally. Businesses execute dozens of these agreements in a year as a formality to make a deal official, and rarely revisit them until a dispute erupts, making a business realize whether its contracts were foolproof or just felt foolproof.
Commercial and operational contracts govern joint ventures, licensing, service and vendor agreements, franchise and distribution arrangements, confidentiality, data protection, and platform terms and conditions for SaaS or e-commerce businesses, including employment documentation for a company's own employees. Each of these contracts serves a different purpose and is negotiated with different stakeholders, but all of them fall prey to the same kind of failures. A termination clause that was taken from a previous agreement but is completely irrelevant to the current business arrangement. An indemnity clause that doesn't specify the extent of liability. A privacy policy that was drafted three years ago that doesn't account for the latest data protection laws. These agreements do not seem like a concern when they are first executed, but all of them become a concern eighteen months later when a vendor misses a deadline, or a platform user complains, or a former employee joins a competitor despite the non-compete clause they once signed.
The Indian Contract Act, 1872 governs agreements, while the Consumer Protection (E-commerce) Rules, 2020 dictate what a platform can and cannot ask its users to do. The Digital Personal Data Protection Act, 2023 then governs personal data processing, storage, and transmission, including international transfers. None of these laws answer what a company's termination clause against a particular vendor must say, or whether an NDA signed with a particular investor is airtight enough to remain in force if challenged in court. Our job is to translate these standards into the specific clauses, agreements, or policies that a business needs to have in place before signing off on the next round of funding, platform launch, or employee onboarding.
This is why we look at contracts as a connected ecosystem instead of standalone documents that a business executes with one counterparty without cross-referencing others. A vendor agreement and a data protection policy must align on liability, in case the vendor agreement's counterparty is responsible for a data security breach. A franchise agreement and an HR policy must be consistent on how disputes are resolved, whether the counterparty is a franchisee or an employee. Businesses that draft these contracts and agreements separately and fail to review them holistically often find out about inconsistencies only when all of them have to be reviewed together in the midst of a dispute. That is where Corrida legal comes into the limelight with answering the right legal questions at the right time.
What We Handle
What our commercial & operational contracts work covers
It is here that business becomes more than handshakes and enters the area of enforceability. We draft and negotiate joint ventures, franchises, software as a service agreement, master services agreements, reseller agreements, distribution agreements, and virtually any agreement between two parties you can think of. What do we spend most of our time doing? Looking at those clauses that no one pays attention to until something goes wrong. Indemnity. Termination events. Scope of non-competition. Force majeure. Dispute resolution procedures. Those are the clauses that dictate how things will go down when things start going wrong. And they will start going wrong. This isn't pessimism. It's reality. We also review such contracts from the perspective of operational reporting and the method to reduce the same. This approach ensures that the operations are seamless, financially less constraining and contain the fewest hurdles for our client.
A. Business & Investment Agreements
- Drafting, reviewing, and negotiating business contracts with respect to partnerships, joint ventures, and collaborations; licensing and assignment agreements in case of IP, technology, and brand usage.
- Comprehensive advisory support and structuring of shareholders' agreements, share purchase agreements, investment agreements, term sheets, and pitch decks.
B. Service & Vendor Agreements
- End to end drafting, reviewing and negotiating of service agreements when a contract, including the definition of scope, obligations, and payment terms.
- Guiding clients through the complexities of structuring franchise distribution and reseller agreements for retail and B2B businesses.
- Clarification on payment terms and enforceability of indemnity, termination, and dispute resolution clauses to avert probable business disputes.
C. Confidentiality & Data Protection
- Drafting and review of non-disclosure agreements, confidentiality agreements, employee data protection agreements, cross-border data transfer agreements in compliance with General Data Protection Regulation (GDPR), Digital Personal Data Protection (DPDP) Act, 2023, and other relevant laws and regulations, including personal information collection statements, privacy notices, and consent forms. These documents are drafted meticulously in compliance with data protection laws, trade secret protection regulations, and Intellectual Property confidentiality principles.
- Strategic advisory on confidentiality with respect to service providers, partners and investor relations.
- Restructuring of employee and vendor data protection policies in compliance with the DPDP Act, 2023, as may be updated from time to time.
D. Drafting of Platform and Digital Agreements
- Effective contracts form the foundational infrastructure for technology-oriented businesses, irrespective of whether you are launching a SaaS product, a software, or an e-commerce platform. We believe in drafting inclusive clauses that equitably govern all parties to the contract.
- We draft, review and negotiate:
- Terms of service as compliant with the prevalent Consumer Protection E-commerce Rules 2020, which govern user experience and usage of platforms.
- Privacy policies covering data security and regulatory compliance in consonance with the existing GDPR rules and the IT Act.
- Disclaimers and end-user license agreements for digital and e-commerce platforms
E. Industry-Specific Operational Contracts
- Operational contracts are those legally binding agreements that govern the day-to-day infrastructure management and business operations. We draft the following operational agreements in compliance with the Indian Contract Act, 1872, ensuring that all legal elements are covered in these contracts. Drafting and negotiation of service level agreements and marketplace agreements for B2C and e-commerce platforms.
- We also draft consulting, manufacturing, and outsourcing agreements, as well as agreements with respect to warehousing, distribution, and logistics services basis the clients' requirements
F. Employee Contracts & HR Policies
- We believe in drafting legally viable, employment agreements, including permanent fixed term and contractual employment provisions, design, designing and structuring of executive employment contracts, non-complete and non-solicitation agreements, structuring and assisting with employees, stock options, plans and other employee incentive schemes.
- Designing HR packages, including workplace policies, handbooks, anti-harassment policy, disciplinary framework, compliance with labourers, employee benefits, and termination policies.
- Drafting legally compliant agreements for independent contractors, consultants, freelancers, while complying with the classification under labour laws. Remote work in hybrid work policies include assisting with employment obligations, data security and performance obligations while complying with labour laws and dispute resolution principles.
Why Corrida Legal
Why Businesses Trust Corrida Legal with Their Commercial and Operational Contracts?
A contract is put through its paces only once, and rarely at the most convenient time for a business. No one reads a service agreement as long as everything keeps running smoothly. They only read it when the delivery is late, or the user of a particular platform has a complaint, or a former employee joins a competitor despite the non-compete clause they once signed. By the time an issue arises, the time for renegotiating a particular clause has passed, and a business has to take responsibility for whatever wording was in a contract at the time of signing. This is why no contract we draft is intended to be a mere formality for a business, even if the intent to execute it was nothing more than a formality. Every agreement, from a joint venture to a service agreement, we prepare for a business, assuming that, at some point, someone will read it in an entirely different context from the one it was signed in and need legal reassurance that the document they first skimmed over in a few minutes is completely airtight.
A business does not need a lecture on what the Indian Contract Act says about indemnity clauses or what the DPDP Act demands for a privacy policy. What a business needs is an indemnity clause that is easy to enforce and a data processing agreement that would not leave a company exposed to a regulatory probe in case of a vendor's data security breach. Everything we do is focused on the practical application of law, not the theory, and we design every contract we draft around that practical application, rather than a theoretical background.
Agreements also rarely remain relevant long after they are signed. A franchise agreement executed three years earlier might be completely out-of-date by now, and a vendor contract might need to be revised again if the business has grown exponentially since it was first executed. We do not vanish the moment ink is on paper. We continue to work on an ongoing basis with a business, since the agreements that mattered a year ago rarely matter as much three years later, and the agreements that will matter three years from now are unlikely to be the same agreements that mattered a year ago.
From joint venture agreements to vendor contracts, privacy policies, franchise agreements, and employment contracts, we always approach our work with the understanding that an agreement only matters in the context of what it is needed for. If a business wants contracts that protect its interests for the long term, rather than feel good in the moment but leave a company exposed to litigation later down the line, we would be glad to help. This is where Corrida Legal helps the business address the right legal queries at the right time.
Schedule a consultation with Corrida Legal to get your commercial contracts in order.
Where We Advise
Commercial & Operational Contracts advice across India
Our lawyers work with businesses from our Gurgaon, Delhi and Mumbai offices and advise clients across India, supported by partner firms in Dubai, Singapore, the UK and the USA.
Discover Frequently Asked Questions from Our Support
Prior to entering into any commercial agreement, the executor must carefully review all the obligations being established by the contract. These key obligations are performance, liability, rights to terminate the contract, and the terms of the contract.
At Corrida Legal, we provide a comprehensive review of the contract, ensuring that any contract that is being executed has undergone a clause by clause review to ensure that the rights of our client have been safeguarded.
Corrida Legal, with years of experience in the drafting and reviewing of contracts, provides a comprehensive range of contracts ranging from employment agreements, non-disclosure agreements, and master service agreements to sector specific contracts such as terms of service. We at Corrida Legal ensure that each and every contract is tailored to your requirements and instructions.
Non-disclosure agreements are agreements between two parties restricting the transfer of information to any third party. It is important to review such a contract to prevent excessive restrictions.
We at Corrida Legal provide an in-depth review of the non-disclosure agreement to protect the client by specifically reviewing the definition of the term “information”, duration of the agreement, liability, and other provisions.
At Corrida Legal, we provide services which are more comprehensive than just the preparation or review of the clause. We provide a comprehensive due diligence of the counterparty to ensure that the obligations and statements presented in the agreement are enforceable.
Corrida Legal whilst preparing the contract of employment undertakes to cover three grounds which ensure that our services are able to best serve you. Firstly, we ensure that the contract is concise and reader friendly. Secondly, we ensure that we review all the operational and internal policies prior to preparing any document to ensure that it remains compliant. Lastly, we ensure that we protect the client against any potential future risk. These steps ensure that the document is clear, harmonised with the operations of the client and least likely to create dispute in the future.
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