Business Agreement Drafting

Business agreements are comprehensive legal documents that govern the relationships, rights, obligations, and liabilities between parties in a business arrangement. In India, the legal framework for business agreements spans the Indian Contract Act 1872, the Indian Partnership Act 1932, the Companies Act 2013, the Limited Liability Partnership Act 2008, and the Arbitration and Conciliation Act 1996 (for dispute resolution). Common business agreements include Partnership Deeds (defining the terms of a partnership firm including profit/loss sharing ratio, roles, capital contribution, and dissolution procedure under the Indian Partnership Act 1932), Shareholder Agreements (SHA — governing the relationship between shareholders of a private limited company, including voting rights, tag-along and drag-along rights, anti-dilution clauses, and exit mechanisms), Co-Founder Agreements (defining roles, equity vesting schedules with cliff and vesting periods, IP assignment to the company, and handling of a co-founder\'s departure), Distributor Agreements (governing territorial rights, minimum purchase obligations, pricing, returns, and exclusivity), and Agency Agreements (establishing the principal-agent relationship, commission structure, authority to bind the principal, and indemnity). Critical clauses in every business agreement include IP ownership (all business-related IP must belong to the company, not individuals), non-compete and non-solicitation provisions (typically 1–3 years post-exit), dividend and profit distribution policy, dispute resolution via arbitration at ICC or domestic arbitration forums, and governing law (Indian law, specific jurisdiction).