RM Legal advises businesses, start-ups, and promoters on structuring, drafting, reviewing, and negotiating commercial agreements across a wide range of business and transactional contexts. Our focus is on creating contracts that are clear, enforceable, and aligned with commercial objectives.
What We Do
We assist clients in drafting, reviewing, and negotiating commercial agreements across business operations, transactions, and strategic arrangements.
Corporate & Transactional Agreements
- Shareholders’ agreements
- Share purchase and investment agreements
- Joint venture and collaboration arrangements
- Business transfer and restructuring agreements
Business & Operational Contracts
- Vendor and service agreements
- Distribution and franchise agreements
- Supply, manufacturing, and procurement contracts
- Platform, marketplace, and commercial engagement agreements
Employment & Engagement Contracts
- Employment agreements and senior management contracts
- Consultancy and advisory agreements
- Confidentiality, non-compete, and non-solicitation arrangements
- Retainer and engagement documentation
Intellectual Property & Licensing
- Licensing and assignment agreements
- Technology, software, and content-related contracts
- Brand licensing and commercial exploitation arrangements
- IP ownership and usage structuring in commercial relationships
Digital & Platform-Based Agreements
- Website terms of use and platform policies
- Privacy-linked contractual documentation
- SaaS and technology service agreements
- Online business and platform engagement structures
The above categories are illustrative, and we routinely advise on a wide range of commercial agreements tailored to specific business and transactional requirements.
Clauses That Most Often Decide Disputes
- Scope and deliverables: vague descriptions of what is to be supplied or performed are the most common source of disputes.
- Payment: amounts, milestones, credit periods, interest on late payment, and the consequences of non-payment.
- Liability and indemnities: caps on liability, exclusions of indirect loss, and indemnities for specific risks such as IP infringement or regulatory breach.
- Liquidated damages: a pre-agreed amount payable on breach. Indian courts award reasonable compensation up to the stated amount and do not automatically treat it as payable in full.
- Termination: grounds for termination, notice periods, cure periods, and what survives termination.
- Confidentiality and IP: who owns what is created under the contract, and how confidential information is protected.
- Dispute resolution: governing law, the courts that will have jurisdiction, or an arbitration clause specifying the seat, the number of arbitrators and any institution.
Enforceability Points Under Indian Law
- Stamp duty: agreements must be stamped under the applicable State stamp law, which in Gujarat is the Gujarat Stamp Act, 1958. An unstamped or insufficiently stamped agreement cannot be relied on in evidence until duty and penalty are paid.
- Non-compete clauses: under section 27 of the Indian Contract Act, 1872, restrictions on carrying on a trade after a contract ends are generally unenforceable, with limited exceptions such as the sale of a business's goodwill. Restrictions during the term of a contract are treated differently.
- Electronic signatures: contracts can be signed electronically under the Information Technology Act, 2000, except for certain documents such as powers of attorney, wills and contracts for the sale of immovable property.
- Data protection: contracts with vendors who process personal data should reflect obligations under the Digital Personal Data Protection Act, 2023.
Reviewing a Contract Received From the Other Side
When reviewing a counterparty's draft, we identify the clauses that shift risk unfairly, set out the commercial and legal consequences of each, and propose specific revisions, with priority given to the points that matter most to the client's position.
Frequently Asked Questions
Is an agreement made over email or WhatsApp binding?
It can be, if there is a clear offer and acceptance, consideration, and an intention to create legal relations. Proving the terms is usually harder than with a signed document, so important arrangements should be recorded formally.
Do contracts need to be stamped?
Most agreements attract stamp duty under State law. An unstamped agreement is not void, but it cannot be relied on in evidence until the duty and any penalty are paid.
Is a non-compete clause enforceable in India?
Restrictions that apply after the relationship ends are generally unenforceable under section 27 of the Indian Contract Act, 1872, with limited exceptions. Restrictions during the term of employment or engagement are generally enforceable.
Are electronically signed contracts valid?
Yes, for most commercial contracts, under the Information Technology Act, 2000. Certain documents, including powers of attorney, wills and contracts for the sale of immovable property, are excluded.
Should every contract have an arbitration clause?
Not necessarily. Arbitration offers privacy and flexibility, but it involves costs that may not suit smaller claims. The choice should depend on the likely value and nature of disputes.
What is the difference between an indemnity and a limitation of liability?
An indemnity makes one party responsible for specified losses suffered by the other. A limitation of liability caps or excludes what a party can be required to pay. The two need to be drafted together.
Reviewed by Nandita Goyal, Partner. Last reviewed: October 2026.
Related Services