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PARTNERSHIP DEED
A partnership deed is a written legal document to avoid unnecessary misunderstanding, harassment, and unpleasantness among the partners in the event of any dispute. It contains the partner’s details, objectives of the business, registered office address, the contribution of partners, profit and loss ratio, management rights etc.
Partnership agreement must be printed on a Non-Judicial Stamp Paper with a value based on the contribution of partners and/or assets of the firm. The partnership agreement is usually signed in the presence of all the partners and witnesses.
Once the deed is drafted, the PAN and TAN of the partnership firm has to be applied.
DRAFTING A EMPLOYMENT AGREEMENT
An Employment Agreement governs the employment of a person with a firm, and contains, among others, clauses on:
- Details of the employer and the employee.
- The position of the employee and the joining date.
- The job requirements and the remuneration payable.
- Representations and warranties from the employer.
- Representations and warranties from the employee, on the qualifications and suitability to the job and performance.
- The policies applicable to the employee, such as the leave policy, dress-code policies, etc.
- Non-compete and non-solicit, accompanied by a clause that lends credibility to the efforts and resources by the employer to train the employee to justify a reasonable duration non-compete.
- Assignment of intellectual property for work performed during the course of employment.
- Rights available to the parties for breach of any clause of the agreement.
- Term and termination.
- Dispute resolution.
- Governing law of the agreement and governing law of the dispute resolution clause.
Other general terms such as sever-ability, waiver, survival of clauses, etc.
Do you need it?
Are you employing any people? What do you do if the employee shares your confidential information to your competitor? What do you do when your employee uses office time to develop some new technology that rivals your business? What do you do when your employee resigns to join a competitor, or opens up a competing business and actively instigates your other employees to leave? Protect yourself. Get an employment agreement drafted.
DRAFTING A NON-DISCLOSURE AGREEMENT
An NDA or CDA or MNDA are all confidentiality agreements entered into to ensure confidentiality of any matter disclosed or discussed between parties.
- Contents of an NDA – A NDA typically contains the following clauses:
- Name and details of the parties.
- The business relationship between the parties.
- The nature of the information that is likely to be disclosed, and how.
- Details of the information that is to be considered confidential.
- Non-disclosure obligations concerning confidential information.
- The manner in which the information may be disclosed – such as under request from a court.
- Representations and warranties with respect to the information that is disclosed.
- The remedies for breach of the non-disclosure and other clauses.
- Term and termination.
- Dispute resolution.
- Governing law of the agreement and governing law of the dispute resolution clause.
Survival of certain clauses such as non-disclosure, damages / remedies for breach, dispute resolution. - Other general clauses.
Do you need it?
If you are entering into any agreement with any party where you are sharing details that you would like to ensure are not divulged to the public, or are going to have discussions with entities for new ventures, new associations, or any other matter that entails you making available certain information to the other party, you would be wise to enter into an NDA to protect the confidentiality of the agreement.
DRAFTING AN ONLINE TRAVEL AGENT AGREEMENT
An Online Travel Agent Agreement or an OTA is a specific agreement one enters into when partnering with individuals for reservations on or through one’s portal or such similar needs.
If you have a portal offering certain services, say hospitality, travel, leisure, and such, and are desirous of enabling third-party ‘agents’ to book such services on behalf of any other person/persons, say a walk-in customer, you can get an OTA drafted.
A simple example of an OTA requirement would be the document a hotel signs with third-party agents, or a travel portal signs with individual agents.
DRAFTING A INTELLECTUAL PROPERTY ASSIGNMENT / TRANSFER AGREEMENT
An IP assignment agreement is a document whereby a transfer of Intellectual Property takes place. It is usually entered into when you transfer / acquire all Intellectual Property in any particular work, either as a result of it being a precondition to a type of investment, or as a result of any work order, or any other similar requirement.
An IP assignment / transfer agreement generally contains the following clauses:
- Details of the parties.
- Business relation between the parties.
- Complete and accurate description of the intellectual property.
- Representations and warranties as to such accuracy of information and the ownership of the IP.
- The manner in which it is assigned or transferred.
- The obligations of the transferor to assist the transferee in the assignment of the IP, by doing such acts as necessary, including providing representations and requests to the relevant IP regulatory authority.
- Remedies for breach of the agreement.
- Dispute resolution.
- Governing law of the agreement and governing law of the dispute resolution clause.
- Other provisions such as survival of clauses, severability, etc.
DRAFTING A SLA – Service Level Agreement
A Service Level Agreement (SLA) is entered into when one party is providing services to the other, in exchange for consideration. It is an important document that becomes the foundation of the business relation the parties have, and the recourse open to them in the event something goes wrong.
If you provide or receive any goods, products or services, odds are, you would need an SLA. To explain, let’s take an example: You have a business you built from scratch and have rendered excellent services to a firm, but they are questioning the quality of the service to refrain from paying you the consideration agreed upon. Now, imagine the converse. You are a startup that has outsourced tech / app development to a firm that is not delivering the app in a timely manner, or is delivering sub-standard work.
If you have an SLA, there would be clauses in there on the exact scope of services to be provided, the quality, quantity, the payment terms, and what happens in the event of a default. In the absence of an agreement, you would be left with very limited options.
Contents of an SLA – [SLA usually contains the following clauses]:
- Name and details of the parties.
- The business relationship between the parties and the services provided.
- The conditions and details associated with such service.
- The fees for such services and the payment schedule.
- Representations and warranties by the service provider and the service recipient.
- The damages for breaches of the agreement.
- The term of the agreement.
- Termination clause.
- Dispute resolution clause.
- Governing law of the agreement and governing law of the dispute resolution clause.
- Other general terms such as sever-ability, waiver, survival of clauses, etc.
DRAFTING A VENDOR AGREEMENT
A Vendor Agreement is a document entered into with any particular vendor for any particular service. It can be a vendor on an online portal, or a vendor providing services through another entity. Similar to an SLA, a vendor agreement defines the terms on which the relationship is built.
Contents of a Vendor Agreement: A vendor agreement usually contains the following clauses:
Name and details of the parties.
The business relation between the parties and the services provided (including whether it is online or offline).
The conditions and details associated such as how the service is provided.
Other details of the service such as how information is shared with the vendor, the turnaround time for the vendor, etc.
Specifications of quality of the goods / services to be provided, including details of the returns / refund policies of the vendor if it’s an online vendor on a platform.
Representations and warranties by the vendor and the company.
The damages for breaches of the agreement.
Term and termination.
Consideration – how the payment to the vendor would work.
Dispute resolution clause.
Governing law of the agreement and governing law of the dispute resolution clause.
Other general terms such as sever-ability, waiver, survival of clauses, etc.
Do you need it?
If you are availing any service through a third party and are selling it as a package on your portal, or are tying up with one particular service provider for any service, say pick up and transit of all your orders or something along those lines, you would require a vendor agreement.
Alternatively, if you are selling your goods / services on an online portal, it would be prudent for you to enter into an agreement with the portal.
DRAFTING A MASTER SERVICE AGREEMENT AND STATEMENT OF WORK
A Master Service Agreement is entered into when one party is providing services to the other, but it is on a continual basis or when the scope of services are only broadly fixed. It’s different from an SLA (Service Level Agreement) in that the MSA is broadly an agreement between two entities or persons to render certain services but the terms of the service such as the time frame, the deliverables, the payment terms, etc. are not fixed.
After an MSA is entered into, the parties enter into Statements of Work (SOW) or Work Orders (WO) which contains the details specific to that particular project. Each SOW / WO is a binding document that relies on the MSA for interpretation in the event of any dispute.
If you are in the services industry or want to have a long-term association with a company or
person for certain things, where the specifics for each deliverable / project are yet to work out, you will need an MSA and SOW’s to be entered into.
Thus, while an SLA will contain all details pertaining to the deliverables, the MSA will contain broad details of the engagement and may contain some of the other terms such as term and termination, and dispute resolution. More often than not, the SoW or WO will contain exact terms on the deliverables, representations and warranties, consequences for breach thereof,and dispute resolution clauses. If there is a conflict between the terms of a SoW and the terms of the MSA, it would need to be specified which would prevail. Hence, such a clause would also be usually present in either the SoW or the MSA.
DRAFTING A MEMORANDUM OF UNDERSTANDING
A MoU is an agreement entered into that establishes formal ties between the parties. While largely unenforceable, it establishes intent to enter into legally binding obligations / partnerships on a variety of matters. MoU’s are generally entered into where the parties are exploring synergies but do not want to be too strict on the manner in which it would work out.
An MoU is mostly followed by a proper legally enforceable agreement which establishes the legal relationship between the parties.
DRAFTING A FOUNDERS AGREEMENT
A Founder Agreement is a very important document that governs the inter rights and obligations of founders, their responsibilities, their shareholding, their exit clauses, etc.
Imagine a scenario where you co-found a company along with your friends. Fast forward a few months, business is booming and you are looking at investment. However, your co-founder is becoming a bit of dead-weight, is refusing to perform, or is creating hurdles to the investment.
(Or)
Scenario Two – Your co-founder and you have just got a big investment into the company, but one of you is unhappy about the new responsibilities, or the number of shares held, or any other factor. The difference of opinion arises from some verbal agreement from when you started the business but is threatening to derail the company now. Scenario three: Your co-founder exits the company leaving you high and dry and is pressuring you to refund his investment amount.
For all of these scenarios, and more not explained above, it is best to get a Founders Agreement drafted that addresses all these questions.
Contents of a Founders Agreement – A founders agreement may contain the following clauses:
- Details of the parties to the agreement.
- The business relation between the parties.
- The duties of each founder and the manner in which it is to be performed.
- Representations and warranties of each Party.
- Assignment of intellectual property.
- The obligations of the transferor to assist the transferee in the assignment of the IP, by doing such acts as necessary, including providing representations and requests to the relevant IP regulatory authority.
- Details of shareholding in the company.
- Restrictions on transfer of shares, such as through a right of the first offer (RoFO) or right of first refusal (RoFR).
- Remuneration payable for duties performed.
- Remedies for breach of the agreement.
- Dispute resolution.
- Governing law of the agreement and governing law of the dispute resolution clause.
- Other provisions such as survival of clauses, severability, etc.
DRAFTING AN INDEPENDENT CONTRACTOR AGREEMENT
An Independent Contractor Agreement is, as the name suggests, an agreement you can enter into for a specific set of services, and / or as an alternative to an Employment Agreement. By entering into an IC agreement, the other party is a contractor and you do not have liabilities with respect to employment such as ESI and PF.
In many respects, the contents of an independent contractor agreement are similar to that of a service level agreement.
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