Commercial Contract Templates
MSA, IP assignment, publishing & author agreements — Indian commercial law
Master Service Agreements, Copyright Assignments, Publishing and Author Agreements — drafted to the Indian Contract Act, Copyright Act 1957, and Arbitration & Conciliation Act 1996. Available in Hindi and English.
Master Service Agreement (MSA)
Publishing Services Framework
Multi-SOW framework agreement for ongoing publishing services — printing, distribution, digital licensing, editorial. Covers IP ownership, payment terms, and dispute resolution under Arbitration & Conciliation Act 1996.
Copyright Assignment
§19 Compliant Transfer
Transfer of copyright from author/creator to publisher — Copyright Act, 1957 §19 compliant. Specifies territory, format, term, and consideration. Preserves author moral rights under §57.
Publishing Agreement
Author–Publisher Contract
Author-publisher agreement for books, journals, or multi-edition works. Covers advances, royalties, revisions, territorial rights, and reversion clauses.
Author Agreement
Work-for-Hire or Royalty
Commissioned author contract for contributors to edited volumes, textbooks, or journal issues. Covers flat fee vs royalty, work-for-hire under §17(c), moral rights, and editorial rights.
Frequently asked commercial contract questions
What makes a commercial contract legally enforceable in India?
Under Section 10 of the Indian Contract Act 1872, an agreement is enforceable when there is offer and acceptance, lawful consideration, free consent, competent parties, and a lawful object. Section 11 requires parties to be of the age of majority and of sound mind. Writing is not always mandatory, but certain instruments require it, and some require stamping or registration to be admissible.
Are electronic signatures valid on Indian commercial contracts?
Yes. The Information Technology Act 2000 (Sections 5 and 10A) gives electronic signatures and electronically formed contracts legal recognition, including Aadhaar eSign and Digital Signature Certificates. Schedule I of the IT Act excludes certain instruments, such as negotiable instruments other than cheques, powers of attorney, trusts, wills, and conveyances of immovable property, which must be executed on paper.
What is the difference between an MSA and an SOW?
A Master Services Agreement (MSA) is the framework governing the whole relationship: liability, IP ownership, confidentiality, term, and dispute resolution. A Statement of Work (SOW) sits under the MSA and defines specific deliverables, timelines, and fees for a particular engagement. The MSA is negotiated once; SOWs are added per project.
How should limitation of liability be structured in an Indian vendor contract?
Standard practice caps liability at a defined amount, commonly the fees paid in the preceding twelve months, with carve-outs for confidentiality breach, IP infringement, indemnified claims, and wilful misconduct. Under Section 74 of the Indian Contract Act, a court awards reasonable compensation for a stipulated sum rather than automatically the full named amount.
Do commercial contracts in India need to be stamped and registered?
Stamp duty under the Indian Stamp Act 1899 and the relevant state stamp act applies to most agreements; an unstamped or under-stamped instrument is inadmissible in evidence until the duty and penalty are paid. Registration under the Registration Act 1908 is mandatory for specific instruments such as leases exceeding one year and conveyances of immovable property.
Is a non-compete clause enforceable in India?
Section 27 of the Indian Contract Act treats agreements in restraint of trade as void, with a narrow exception for the sale of goodwill. Post-employment non-competes are generally unenforceable as a restraint of trade, while reasonable confidentiality and non-solicitation obligations, and restraints during the term of employment, are more defensible.
What dispute-resolution clause should a commercial contract include?
Most Indian commercial contracts use an arbitration clause under the Arbitration and Conciliation Act 1996, specifying the seat, venue, number of arbitrators, institutional or ad hoc rules, governing law, and language. Alternatively, an exclusive-jurisdiction clause is valid where the chosen court otherwise has jurisdiction.
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