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Drafting of Contracts  
Templates with Drafting Notes
Author(s): Ravi Singhania
Published by Bloomsbury Publishing India Pvt. Ltd
Publication Date:  Available in all formats
ISBN: 9789390077069
Pages: 738
https://doi.org/9789354356339

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ISBN: 9789389867046   Price: INR 1699.00   

Description

Table of contents

Biographical note

Excerpt

This book is an essential handy guide for any draftsman and in-house counsels as it not only contains the practical and usable templates that can serve as a prototype for the various contracts but also provides a sense about the purpose and critical points of the contract. For each of the chapters, along with the templates, there is an introduction and drafting notes, allowing a reader to grasp the essence and importance of the clauses. It comprises of chapters on Partnership; Procurement of goods, services and assets; Mergers, Acquisitions and Joint Ventures; Real Estate; Employment; Confidentiality; Franchise; Trademark; Patent; Copyright publishing, broadcast reproduction and performer’s rights; Agency; Hire Purchase; Turnkey/EPC; and Project Finance. One chapter is exclusively devoted to one of the most important clauses in any contract ie the Dispute Resolution clause, and it covers the intricacies of this clause with respect to different contracts.

This book will prove useful for professionals/students in understanding the practical details of varied contracts, act as a beginning point for practitioners, and be useful for all considering the vast number of contracts dealt with.

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Description

This book is an essential handy guide for any draftsman and in-house counsels as it not only contains the practical and usable templates that can serve as a prototype for the various contracts but also provides a sense about the purpose and critical points of the contract. For each of the chapters, along with the templates, there is an introduction and drafting notes, allowing a reader to grasp the essence and importance of the clauses. It comprises of chapters on Partnership; Procurement of goods, services and assets; Mergers, Acquisitions and Joint Ventures; Real Estate; Employment; Confidentiality; Franchise; Trademark; Patent; Copyright publishing, broadcast reproduction and performer’s rights; Agency; Hire Purchase; Turnkey/EPC; and Project Finance. One chapter is exclusively devoted to one of the most important clauses in any contract ie the Dispute Resolution clause, and it covers the intricacies of this clause with respect to different contracts.

This book will prove useful for professionals/students in understanding the practical details of varied contracts, act as a beginning point for practitioners, and be useful for all considering the vast number of contracts dealt with.

Table of contents
  • Cover
  • Title Page
  • About the author
  • Contributors
  • Preface
  • Contents at a glance
  • Contents
  • List of templates
  • Chapter 1 Partnership
    • 1A Partnership
      • 1A.1 Introduction
      • 1A.2 Rights and Duties of the Partners
      • 1A.3 Creation of Partnership
      • 1A.4 Registration of the Partnership Firm
      • 1A.5 Advantages and Disadvantages of Partnership
        • 1A.5.1 Advantages
        • 1A.5.2 Disadvantages
      • 1A.6 Drafting Notes
      • 1A.7 Template for a Deed of Partnership
    • 1B. Limited Liability Partnership
      • 1B.1 Introduction
      • 1B.2 Creation of LLP
      • 1B.3 Requirements
      • 1B.4 Advantages and Disadvantages of a LLP
        • 1B.4.1 Advantages
        • 1B.4.2 Disadvantages
      • 1B.5 Drafting Notes
      • 1B.6 Template for a LLP Agreement
  • Chapter 2 Procurement of goods, services and assets
    • 2A. Procurement of Goods and Services
      • 2A.1 Introduction
      • 2A.2 Aims of Public Procurement
      • 2A.3 Legal Framework in India
      • 2A.4 Template for a Procurement Agreement
    • 2B. Asset Purchase Agreement
      • 2B.1 Introduction
      • 2B.2 Drafting Notes
      • 2B.3 Template for a Asset Purchase Agreement
  • Chapter 3 Mergers, Acquisitions and Joint Ventures
    • 3A. Share Purchase Agreement
      • 3A.1 Introduction
      • 3A.2 Drafting Notes
      • 3A.3 Template for a Share Purchase Agreement
    • 3B. Share Subscription Agreement
      • 3B.1 Introduction
      • 3B.2 Drafting Notes
      • 3B.3 Template for a Share Subscription Agreement
    • 3C. Joint Venture Agreement
      • 3 C.1 Introduction
        • 3C.1.1 Importance of Establishing a JV
        • 3C.1.2 Forms of JV
        • 3C.1.3 Foreign Direct Investment in JV
      • 3C.2 Drafting Notes
      • 3C.3 Template for a Joint Venture Agreement
    • 3D. Business Transfer Agreement
      • 3D.1 Introduction
      • 3D.2 Drafting Notes
      • 3D.3 Template for a Business Transfer Agreement
    • 3E. Investment Agreement
      • 3E.1 Introduction
      • 3E.2 Drafting Notes
      • 3E.3 Template for an Investment Agreement
    • 3F. Joint Bidding Agreements
      • 3F.1 Introduction
      • 3F.2 Drafting Notes
      • 3F.3 Template for a Joint Bidding Agreement
  • Chapter 4 Real Estate
    • 4A. Lease Deed – Commercial
      • 4A.1 Introduction
      • 4A.2 Scenario in India
      • 4A.3 Commercial/Institutional Lease
      • 4A.4 Drafting Notes
      • 4A.5 Template for a Commercial Lease Deed
      • 4A.6 Template for a Commercial/Institutional Lease Deed
    • 4B. Lease Deed – Residential
      • 4B.1 Introduction
      • 4B.2 Residential Lease
      • 4C.3 Drafting Notes
      • 4B.4 Template for a Residential Lease Agreement
    • 4C. Sale Deed
      • 4C.1 Introduction
      • 4C.2 Scenario in India
      • 4C.3 Drafting Notes
      • 4C.4 Template for a Sale/Conveyance Deed
    • 4D. Leave and License Agreement
      • 4D.1 Introduction
      • 4D.2 Difference between “leave and license” and “lease”
      • 4D.3 Scenario in India
      • 4D.4 Drafting Notes
      • 4D.5 Template for a Leave and License Agreement – Immovable Property
      • 4D.6 Template for Leave and License Agreement – Movable Property
    • 4E. Build to Suit Agreement
      • 4E.1 Introduction
      • 4E.2 Scenario in India
      • 4E.3 Drafting Notes
      • 4E.4 Template for a Build to Suit Lease Agreement
    • 4F. Joint Development Agreement
      • 4F.1 Introduction
      • 4F.2 Scenario in India
      • 4F.3 Drafting Notes
      • 4F.4 Template for a Joint Development Agreement
  • Chapter 5 Employment
    • 5A. Contractor and Sub-Contractor Agreements
      • 5A.1 Contractor
        • 5A.1.1 Introduction
        • 5A.1.2 Drafting Notes
        • 5A.1.3 Template for a Contractor Agreement
      • 5A.2 Sub-Contractor Agreement
        • 5A.2.1 Introduction
        • 5A.2.2 Drafting
        • 5A.2.3 Template for a Sub-Contractor
    • 5B. Consultancy Agreement
      • 5B.1 Introduction
      • 5B.2 Scenario in India
      • 5B.3 Drafting Notes
      • 5B.4 Template for a Consultancy
    • 5C. Employment Agreements/Offer Letters
      • 5 C.1 Introduction
      • 5C.2 Scenario in India
      • 5C.3 Who is not a workman?
      • 5C.4 Kinds of Employment.
      • 5C.5 Drafting Notes
      • 5C.6 Template for an Employment Agreement (Permanent Employment)
      • 5C.7 Template for an Employment Agreement (Fixed-Term Employment)
    • 5D. Secondment Agreement
      • 5D.1 Introduction
      • 5D.2 Scenario in India
      • 5D.3 Drafting Notes
      • 5D.4 Template for an Employee Secondment Agreement
  • Chapter 6 Confidentiality
    • 6A. Non-Disclosure Agreement
      • 6A.1 Introduction
      • 6A.2 Scenario in India
      • 6A.3 Drafting Notes
      • 6A.4 Template for a Non-Disclosure Agreement
    • 6B. Sensitive Personal Data or Information Agreement
      • 6B.1 Introduction
      • 6B.2 Scenario in India
      • 6B.3 Drafting Notes
      • 6B.4 Template for a Sensitive Personal Data or Information Agreement
    • 6C. Technology License Agreement
      • 6C.1 Introduction
      • 6C.2 Scenario in India
      • 6C.3 Drafting Notes
      • 6C.4 Template for a Technology License Agreement
    • 6D. Software Development Agreement
      • 6D.1 Introduction
      • 6D.2 Scenario in India
      • 6D.3 Drafting Notes
      • 6D.4 Template for a Software Development Agreement
  • Chapter 7 Franchise Agreement
    • 7.1 What is Franchising?
      • 7.1.1 Franchising
      • 7.1.2 Pros and Cons of Franchising
    • 7.2 Types of Franchise Business Models
      • 7.2.1 Product Franchising
      • 7.2.2 Business Format Franchising
    • 7.3 Drafting Notes
    • 7.4 Template for a Franchise Business Agreement
  • Chapter 8 Trademarks
    • 8A. Trademark Licensing
      • 8A.1 Introduction
        • 8A.1.1 History of Trademarks
        • 8A.1.2 Evolution of Trademark Licensing
        • 8A.1.3 Modes of Trademark Licensing
        • 8A.1.4 Trademark Licensing in India
        • 8A.1.5 Legality of a Trademark License Agreement
      • 8A.2 Drafting Notes
      • 8A.3 Template for a Trademark License Agreement, Co-branding License Agreement and Registered User Agreement
    • 8B. Trademark Assignment
      • 8B.1 Introduction
        • 8B.1.1 Meaning of Trademark Assignment
        • 8B.1.2 Types of Trademark Assignment
        • 8B.1.3 Trademark Assignment in India
      • 8B.2 Drafting Notes
      • 8B.3 Template for a Trademark Assignment Deed
  • Chapter 9 Patents
    • 9.1 Introduction
      • 9.1.1 Meaning of Patents
      • 9.1.2 Criteria for Patentability
      • 9.1.3 Importance of Patents
      • 9.1.4 Meaning of Patent Assignment
      • 9.1.5 Kinds of Patent Assignment
    • 9.2 Drafting Notes
    • 9.3 Template for an Agreement of Assignment of Patent
  • Chapter 10 Copyright publishing, broadcast reproduction and performer’s rights
    • 10A. Copyright Publishing
      • 10A.1 Introduction
        • 10A.1.1 Meaning of Copyright
        • 10A.1.2 Requirements for Copyright Protection
        • 10A.1.3 Importance of Copyright Protection
        • 10A.1.4 Meaning of Copyright Publishing Agreement
      • 10A.2 Drafting Notes
      • 10A.3 Template for a Copyright Publishing Agreement
    • 10B. Broadcast Reproduction Right
      • 10B.1 Introduction
        • 10B.1.1 Meaning of Broadcast Reproduction Right
        • 10B.1.2 Meaning of Broadcast Reproduction Right Agreement
      • 10B.2 Drafting notes for broadcast reproduction right Agreement
      • 10B.3 Template for a right to Broadcast Agreement
    • 10C. Performer’s Right
      • 10C.1 Introduction
        • 10C.1.1 Meaning of Performer’s Right
        • 10C.1.2 Exclusive Right of Performance
        • 10C.1.3 Moral Rights of the Performer
        • 10C.1.4 Act not infringing performer’s
        • 10C.1.5 Meaning of Performer Agreement
      • 10C.2 Drafting notes for performer’s right Agreement
      • 10C.3 Template for a performer’s right Agreement
  • Chapter 11 Agency
    • 11.1 Introduction
    • 11.2 Duties of an Agent and Principal
      • 11.2.1 Duties of Agent
      • 11.2.2 Duties of Principal
    • 11.3 Drafting Notes
    • 11.4 Template for an Agency Agreement
  • Chapter 12 Hire Purchase
    • 12.1 Introduction
    • 12.2 Elements of Hire-Purchase Agreement
    • 12.3 Drafting Notes
    • 12.4 Template for a Hire Purchase Agreement
  • Chapter 13 Turnkey/EPC Contract
    • 13.1 Introduction
    • 13.2 Obligations of Employer and Contractor
    • 13.3 Drafting Notes
    • 13.4 Template for an Engineering, Procurement and Construction Contract
  • Chapter 14 Project Finance
    • 14A. Project Finance
      • 14A.1 Introduction
      • 14A.2 Documentation
        • 14A.2.1 What are “Documents”?
        • 14A.2.2 Need for Documents
        • 14A.2.3 Stamp Duty of Documents
        • 14A.2.4 Various Types of Documents
    • 14B. Financing Documents
      • 14B.1 Introduction
      • 14B.2 Rupee Term Loan Agreement
        • 14B.2.1 Drafting Notes
        • 14B.2.2 Template for a Rupee Term Loan Agreement
      • 14B.3 ECB Facility Agreement
        • 14B.3.1 Drafting Notes
        • 14B.3.2 Template for an ECB Facility Agreement
    • 14C. Security Documents
      • 14C.1 Drafting Notes
      • 14C.2 Mortgage
        • 14C.2.1 Introduction
        • 14C.2.2 Template for a Declaration in the matter of Creation of Mortgage on Immovable Property
        • 14C.2.3 Template for a Memorandum of Entry
        • 14C.2.4 Template for a Mortgage Deed
      • 14C.3 Hypothecation
        • 14C.3.1 Introduction
        • 14C.3.2 Template for a Deed of Hypothecation
      • 14C.4 Pledge
        • 14C.4.1 Introduction
        • 14C.4.2 Template for a Deed of Pledge
      • 14C.5 Guarantee
        • 14C.5.1 Introduction
        • 14C.5.2 Template for a Deed of Corporate
  • Chapter 15 Dispute Resolution
    • 15.1 Introduction
      • 15.1.1 Litigation – “in any case”
      • 15.1.2 Alternate Dispute Resolution (ADR) - “Fast & Uncomplicated”
      • 15.1.3 Practical points to consider while Drafting a Dispute Resolution Clause
    • 15.2 Employment
      • 15.2.1 Employment-Fixed Term/Salaried
      • 15.2.2 Secondment
      • 15.2.3 Consultancy Agreement
    • 15.3 General Corporate Commercial Agreements
      • 15.3.1 Partnership Agreements
      • 15.3.2 Procurement of Goods and Services Contract
      • 15.3.3 Share Purchase Agreement
      • 15.3.4 Share Subscription Agreement
      • 15.3.5 Joint Venture Agreement
      • 15.3.6 Business Transfer Agreement
      • 15.3.7 Investment Agreement
      • 15.3.8 Contractor and Sub-contractor Agreements
    • 15.4 Project Finance
      • 15.4.1 Rupee Loan Term Agreement
      • 15.4.2 Security Documents
      • 15.4.3 Hire Purchase Agreement
      • 15.4.4 Turnkey Project Agreement/EPC Agreement
      • 15.4.5 Agency Agreement
    • 15.5 Real Estate
      • 15.5.1 Lease Deed
      • 15.5.2 Leave and License Agreement
      • 15.5.3 Build to Suit Agreement
      • 15.5.4 Joint Development Agreement
    • 15.6 Dispute Resolution Clause in Intellectual Property Right Agreements
      • 15.6.1 Franchise Business Agreement
      • 15.6.2 Intellectual Property Right Agreements
      • 15.6.3 Trademark License Agreement
      • 15.6.4 Patent Assignment Agreement
      • 15.6.5 Copyright Publishing Agreement
    • 15.7 Confidentiality Agreements
      • 15.7.1 Non-disclosure Agreement (NDA)
      • 15.7.2 Sensitive Personal Data Information Agreement
      • 15.7.3 Software Development Agreement
      • 15.7.4 Technology Transfer Agreement
    • eCopyright
Biographical note

Ravi is a graduate of the prestigious Shri Ram College of Commerce and thereafter studied law at the Faculty of Law, University of Delhi. He has also attended Legal Leadership Education Programme at the Harvard Business School.

Ravi with over 25 years of experience has been bequeathed with innumerable legal accolades and has been consistently rated as India’s top corporate-M&A, dispute resolution, and project finance lawyer. Ravi has the experience of being on the board of major Indian publicly traded companies and also of Indian subsidiaries of several Fortune 500 companies. He has been a legal counsel to the World Bank, the Ministries of Indian Government, Public Sectors Undertakings, and various banks apart from large and medium private enterprises.

He is counted amongst top legal luminaries of India in independent surveys conducted by Lexis Nexis Publication and Indian Corporate Counsel Association. He regularly speaks in various fora and has to his credit, a number of publications in various national and international professional journals and magazines on Corporate-Commercial, Aviation and Employment Laws such as American Bar Association, Euro Money, International Corporate Commercial Law Review and The Law Review. His opinions on commercial-legal issues of national importance are regularly quoted in national dailies such as The Economic Times, Mint, and Business Standard.

Ravi is a charter member of TiE-Delhi-NCR chapter which is founded by successful silicon valley entrepreneurs, corporate executives, and senior professionals and has 61 chapters in 18 countries. He has also served in board positions in TerraLex Inc., American Bar Association, PHD Chambers of Commerce, and Indian Council of Arbitration. Presently, he is a member of Legal Committee of the Indo-American Chamber of Commerce.

Excerpt

First published in India 2018

© 2020, Ravi Singhania

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage or retrieval system, without prior permission in writing from the publishers.

No responsibility for loss caused to any individual or organization acting on or refraining from action as a result of the material in this publication can be accepted by Bloomsbury or the author.

The content of this book is the sole expression and opinion of its author, and not of the publisher. The publisher and author in no manner is liable for any opinion or views expressed by the author. While best efforts have been made in preparing this book, the publisher makes no representations or warranties of any kind and assumes no liabilities of any kind with respect to the accuracy or completeness of the content and specifically disclaims any implied warranties of merchantability or fitness of use for a particular purpose.

The publisher believes that the content of this book does not violate any existing copyright/intellectual property of others in any manner whatsoever. However, in case any source has not been duly attributed, the publisher may be notified in writing for necessary action.

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About the author

Ravi is a graduate of the prestigious Shri Ram College of Commerce and thereafter studied law at the Faculty of Law, University of Delhi. He has also attended Legal Leadership Education Programme at the Harvard Business School.

Ravi with over 25 years of experience has been bequeathed with innumerable legal accolades and has been consistently rated as India’s top corporate-M&A, dispute resolution, and project finance lawyer. Ravi has the experience of being on the board of major Indian publicly traded companies and also of Indian subsidiaries of several Fortune 500 companies. He has been a legal counsel to the World Bank, the Ministries of Indian Government, Public Sectors Undertakings, and various banks apart from large and medium private enterprises.

He is counted amongst top legal luminaries of India in independent surveys conducted by Lexis Nexis Publication and Indian Corporate Counsel Association. He regularly speaks in various fora and has to his credit, a number of publications in various national and international professional journals and magazines on Corporate-Commercial, Aviation and Employment Laws such as American Bar Association, Euro Money, International Corporate Commercial Law Review and The Law Review. His opinions on commercial-legal issues of national importance are regularly quoted in national dailies such as The Economic Times, Mint, and Business Standard.

Ravi is a charter member of TiE-Delhi-NCR chapter which is founded by successful silicon valley entrepreneurs, corporate executives, and senior professionals and has 61 chapters in 18 countries. He has also served in board positions in TerraLex Inc., American Bar Association, PHD Chambers of Commerce, and Indian Council of Arbitration. Presently, he is a member of Legal Committee of the Indo-American Chamber of Commerce.

Contributors

Chapter No. Chapter Title Contributors
1. Partnership
2. Procurement of goods, services and assets Manish Kumar Sharma, Sudhanshu Gupta and Ankita singh
3. Mergers, Acquisitions and Joint Ventures
4. Real Estate Rudra Srivastava, Bhanu Harish, Ritika Modee and Aman Gupta
5. Employment Manish Kumar Sharma, Rudra Srivastava, Bhanu Harish, Sudhanshu Gupta and Ritika Modee
6. Confidentiality Rudra Srivastava, Bhanu Harish and Ritika Modee
7. Franchise Agreement
8. Trademarks
9. Patents Dipak Rao, Nishi Shabana and Sana Singh
10. Copyright publishing, broadcast reproduction and performer’s rights
11. Agency Dipak Rao, Gunjan Gupta and Meghna Rao
12. Hire Purchase Dipak Rao and Meghna Rao
13. Turnkey/EPC Contract
14. Project Finance Dipak Rao, Abhimeet Sinha, Aishwarya Samanta
15. Dispute Resolution Vikas Goel, Abhishek Kumar, Kunal Dutta, Arushi Gupta and Vivek Gupta
Chapter No. Chapter Title Contributors Chapter No.Chapter TitleContributors 1. Partnership 1.Partnership 2. Procurement of goods, services and assets Manish Kumar Sharma, Sudhanshu Gupta and Ankita singh 2.Procurement of goods, services and assetsManish Kumar Sharma, Sudhanshu Gupta and Ankita singh 3. Mergers, Acquisitions and Joint Ventures 3.Mergers, Acquisitions and Joint Ventures 4. Real Estate Rudra Srivastava, Bhanu Harish, Ritika Modee and Aman Gupta 4.Real EstateRudra Srivastava, Bhanu Harish, Ritika Modee and Aman Gupta 5. Employment Manish Kumar Sharma, Rudra Srivastava, Bhanu Harish, Sudhanshu Gupta and Ritika Modee 5.EmploymentManish Kumar Sharma, Rudra Srivastava, Bhanu Harish, Sudhanshu Gupta and Ritika Modee 6. Confidentiality Rudra Srivastava, Bhanu Harish and Ritika Modee 6.ConfidentialityRudra Srivastava, Bhanu Harish and Ritika Modee 7. Franchise Agreement 7.Franchise Agreement 8. Trademarks 8.Trademarks 9. Patents Dipak Rao, Nishi Shabana and Sana Singh 9.PatentsDipak Rao, Nishi Shabana and Sana Singh 10. Copyright publishing, broadcast reproduction and performer’s rights 10.Copyright publishing, broadcast reproduction and performer’s rights 11. Agency Dipak Rao, Gunjan Gupta and Meghna Rao 11.AgencyDipak Rao, Gunjan Gupta and Meghna Rao 12. Hire Purchase Dipak Rao and Meghna Rao 12.Hire PurchaseDipak Rao and Meghna Rao 13. Turnkey/EPC Contract 13.Turnkey/EPC Contract 14. Project Finance Dipak Rao, Abhimeet Sinha, Aishwarya Samanta 14.Project FinanceDipak Rao, Abhimeet Sinha, Aishwarya Samanta 15. Dispute Resolution Vikas Goel, Abhishek Kumar, Kunal Dutta, Arushi Gupta and Vivek Gupta 15.Dispute ResolutionVikas Goel, Abhishek Kumar, Kunal Dutta, Arushi Gupta and Vivek Gupta
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