Contract Clause Library for Indian Law
Twenty common contract clauses explained under Indian law, each with a standard wording, a balanced alternative, a drafting checklist and the positions each side usually takes.
Risk allocation
Who bears loss when something goes wrong: indemnities, liability caps and warranties.
Indemnity clause
Indemnity clause meaning under s.124 Indian Contract Act, with a sample clause, a balanced version, drafting checklist and negotiation tips for India.
Limitation of Liability clause
Limitation of liability clause in India: s.73/74 Contract Act, liability caps, carve-outs, a sample clause and a balanced version with drafting tips.
Warranty clause
Warranty clause meaning in India: Sale of Goods Act conditions vs warranties, a sample clause, a balanced version, disclaimers and drafting tips.
Termination & disputes
How the contract ends and where disagreements are decided: termination, force majeure, arbitration, courts and escalation.
Termination clause
Termination clause in India: termination for breach, convenience and insolvency, cure periods, s.39 Contract Act, a sample clause and drafting tips.
Force Majeure clause
Force majeure clause in India: s.32 and s.56 Contract Act, frustration, notice and termination rights, a sample clause and a balanced version.
Arbitration clause
Arbitration clause in India: seat vs venue, institutional vs ad hoc, appointment and stamping under the 1996 Act, with a sample clause and drafting tips.
Governing Law and Jurisdiction clause
Governing law and jurisdiction clause in India: s.28 Contract Act, exclusive jurisdiction rules, a sample clause, a balanced version and drafting tips.
Dispute Resolution clause
Dispute resolution clause in India: tiered escalation, mediation, s.12A Commercial Courts Act and arbitration, with a sample clause and drafting tips.
Data & IP
Protecting information and ownership: confidentiality, personal data under the DPDP Act and IP assignment.
Confidentiality clause
Confidentiality clause in India: what to cover, exclusions, duration and remedies, with a sample clause, a mutual version and NDA drafting tips.
Data Protection clause
Data protection clause under India's DPDP Act 2023: fiduciary vs processor, security, breach notice, deletion and transfer, with a sample clause.
Intellectual Property Assignment clause
IP assignment clause in India: Copyright Act s.18-19, work for hire limits, patents and trade marks, with a sample clause and a licence-back version.
Boilerplate
The "standard" clauses that decide how every other clause is read: assignment, severability, notice and entire agreement.
Assignment clause
Assignment clause in India: assigning rights vs novating obligations, s.62 Contract Act, group transfers and consent, with a sample clause and tips.
Severability clause
Severability clause in India: s.24 and s.58 Contract Act, blue-pencil and replacement wording, with a sample clause and drafting tips.
Notice clause
Notice clause in India: registered post, courier and email, deemed receipt, General Clauses Act s.27 and IT Act s.13, with a sample clause and tips.
Entire Agreement clause
Entire agreement clause in India: BSA 2023 s.94-95 (ex Evidence Act s.91-92), misrepresentation carve-outs, sample clause and drafting tips.
Commercial
Money and market behaviour: payment terms, non-compete, non-solicitation and change of control.
Payment Terms clause
Payment terms clause in India: credit period, GST and TDS, disputed invoices and the MSMED Act 45-day rule, with a sample clause and drafting tips.
Non-Compete clause
Non-compete clause in India: s.27 Contract Act restraint of trade, employment vs commercial contracts, what courts enforce, sample clause and tips.
Non-Solicitation clause
Non-solicitation clause in India: employees vs customers, s.27 Contract Act risk, enforceability after termination, sample clause and drafting tips.
Change of Control clause
Change of control clause in India: defining control, consent vs termination rights, M&A and FDI angles, with a sample clause and drafting tips.
India-specific compliance
Formalities that decide whether an Indian contract can be relied on in evidence at all.
Frequently asked questions
What is a contract clause library?
A clause library is a central, approved set of standard clause wordings, each with guidance on when to use it and pre-agreed fallback positions. Legal teams use it to draft faster and keep risk positions consistent across contracts.
Can I copy these sample clauses into my contract?
They are starting points for contracts governed by Indian law. Replace every bracketed placeholder, adapt the wording to your deal, and have the final contract reviewed by a qualified advocate.
Which Indian laws matter most for drafting contract clauses?
The Indian Contract Act, 1872 (especially sections 23, 27, 28, 56, 73, 74 and 124), the Arbitration and Conciliation Act, 1996, the Digital Personal Data Protection Act, 2023, the Indian Stamp Act and state stamp laws, and the Registration Act, 1908.
What is a fallback clause position?
A fallback is a pre-approved alternative to your standard clause that a negotiator may accept without escalation — for example, a liability cap of two times fees instead of one. Positions beyond the fallback go to an approver.
Related templates, tools and guides
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