Indian contract law, in plain English
What the Contract Act, the Labour Codes and the other statutes actually say about the agreements you are asked to sign. Written for people who are not lawyers, with the provision behind every point.
Employment (18)
Is a Non-Compete Valid in India? What Section 27 Actually Says
Section 27 of the Indian Contract Act makes agreements in restraint of trade void. Here is what that means for the non-compete in your employment contract.
Read· 10 minYour Employment Bond Says ₹2 Lakh. What Would a Court Actually Award?
Sections 73 and 74 of the Indian Contract Act cap recovery at reasonable compensation up to the bond amount. Here is how that applies to employment bonds.
Read· 10 min90 Days Notice From You, 30 From Them. Is Asymmetric Notice Legal?
Long employee notice periods against short employer notice are standard in Indian contracts. Here is what governs them and what to check in yours.
Read· 10 minThe Labour Codes Came Into Force in November 2025. Is Your Offer Letter Updated?
The four Labour Codes replaced 29 central Acts on 21 November 2025. Most Indian employment templates still reflect the old law. Here is what changed.
Read· 10 minAppointment Letters Are Now Mandatory in India. What Must Be In Yours
The Occupational Safety, Health and Working Conditions Code requires employers to issue appointment letters to employees. Here is what that means in practice.
Read· 10 minFixed-Term Employee? Your Gratuity Now Starts at 1 Year, Not 5
The Labour Codes reduced the qualifying service for fixed-term employee gratuity from five years to one. Here is what changed and how to calculate yours.
Read· 10 minWhy Your CTC Shows ₹18 LPA But Your Basic Is Only ₹3 Lakh
Indian CTC structures have long kept basic pay low. The Code on Wages introduced a uniform definition of wages that puts that structure under scrutiny.
Read· 10 minYour Contract Cites the Industrial Disputes Act. That Law Was Repealed
Twenty-nine central labour Acts were subsumed by the Labour Codes in November 2025. Here is how to audit an Indian employment contract for stale citations.
Read· 10 minCan Your Employer Withhold Your Relieving Letter or Experience Certificate?
Withholding exit documents is one of the most disputed practices in Indian employment. Here is what is actually at stake and what your options are.
Read· 10 minGarden Leave, Notice Buyout and Early Exit: What Indian Employers Can Enforce
Notice buyout terms, garden leave and early exit clauses vary widely in Indian contracts. Here is what each one does and what to check before signing.
Read· 10 minDoes Your Employer Own the Code You Write on Weekends?
Section 17(c) of the Copyright Act makes an employer first owner of work made in the course of employment. Here is where that ends and your side project begins.
Read· 10 minProbation Period Traps in Indian Offer Letters
Probation clauses in Indian contracts are often asymmetric and open-ended. Here are the terms worth checking before you accept an offer.
Read· 9 minFull and Final Settlement Within 2 Working Days: The Labour Code Rule
Section 17(2) of the Code on Wages, 2019 requires wages to be paid within two working days of resignation or termination. What that covers and what it does not.
Read· 10 minOffer Letter vs Appointment Letter vs Employment Agreement
Are an offer letter, appointment letter and employment agreement the same? What each does under Indian law and which one wins if they conflict.
Read· 10 minIs Your Offer Letter Genuine? 8 Checks Before You Resign
Eight practical checks to tell a real offer letter from a fake one in India, the red flags that point to a job scam, and where to report it.
Read· 10 minNotice Period Buyout: Is It Taxable and Who Pays?
How notice period buyout is calculated in India, when a reimbursement by your new employer is taxed as salary, and what to agree in writing before you resign.
Read· 10 minEmployment Bond Kya Hota Hai? Bond, Notice Period and Your Rights
Employment bond kya hota hai, kya yeh legal hai, aur todne par kitna dena padta hai? Bond, notice period and your rights explained in simple English.
Read· 10 minNotice Period Rules in India 2026: What the Law Says When Your Contract Says 90 Days
Notice period rules in India for 2026: when your contract governs, what the Industrial Relations Code and State shops acts add, and if you can be held back.
Read· 9 minFounder (11)
Your Shareholders Agreement Says ROFR. Your Articles Do Not. That Is a Problem
Transfer restrictions agreed only in a shareholders agreement are the classic Indian gap. Here is why the articles of association matter.
Read· 10 minFounder Vesting in India: Cliffs, Reverse Vesting and What Happens If You Leave
Founder vesting decides who keeps equity when a co-founder leaves. Here is how cliffs, reverse vesting and leaver provisions work in Indian companies.
Read· 9 minYour Startup May Not Own Its Own Code. Here Is Why
Founders, contractors and agencies do not automatically transfer IP to your company under Indian law. Here is where the ownership gaps usually sit.
Read· 9 minAssigning IP to Your Company: The Formalities Most Founders Miss
Section 19 of the Copyright Act sets requirements for assignment, including a five-year default where no term is stated. Here is how to get it right.
Read· 10 minInvestor Veto Rights: When Protective Provisions Become Operational Control
Affirmative vote items are standard in Indian term sheets. Here is how to tell a reasonable protective provision from a veto over running your company.
Read· 9 minTerm Sheet Red Flags for Indian Founders
A term sheet is mostly non-binding, which is exactly why founders under-read it. Here are the terms that decide outcomes later.
Read· 9 minLLP or Private Limited? Why Your Agreement Template Matters
Provisions drafted for a private limited company do not carry over to an LLP. Here is what changes between the two structures.
Read· 9 minTaking Foreign Investment: What FEMA Means For Your Term Sheet
Where an investor is non-resident, Indian foreign exchange rules apply to pricing, reporting and exit terms. Here is what founders should flag early.
Read· 10 minRelated Party Transactions Under Section 188: A Founder Plain-English Guide
Paying a founder company, renting from a director relative or hiring family engages Section 188 of the Companies Act. Here is what that means.
Read· 11 minESOP Letters in India: Vesting, Cliff, Exercise Window and Tax
Indian ESOPs are taxed at exercise and again at sale, and the exercise window decides whether options are worth anything when you leave.
Read· 10 minSweat Equity vs ESOP in India: Which Should Your Startup Use?
Sweat equity shares meaning, how they differ from ESOPs under the Companies Act, 2013, who can receive them, the limits, and how each is taxed.
Read· 10 minSaaS (5)
Liability Capped at One Month of Fees. Your Breach Exposure Is Not
SaaS liability caps are usually set at a fraction of what a failure would actually cost you. Here is how to size the gap and what to negotiate.
Read· 10 minAuto-Renewal Clauses: The 90-Day Window That Costs You a Year
Most SaaS contracts renew automatically unless you cancel inside a notice window. Miss it and you have bought another full term.
Read· 10 minWho Owns Your Data When You Cancel? The Export Window Nobody Checks
Vendors delete customer data after termination, often quickly. Here is why the export window is the clause to negotiate before you sign.
Read· 10 minGST on SaaS: Place of Supply, Reverse Charge and Export Zero-Rating
Whether CGST and SGST or IGST applies, and whether a supply is a zero-rated export, turns on place of supply. Here is what contracts should say.
Read· 10 minExclusivity Clauses and the Competition Act: When Vendor Lock-In Goes Too Far
Exclusive supply, tie-in arrangements and resale price maintenance are addressed by Section 3 of the Competition Act, 2002.
Read· 10 minDPDP (15)
DPDP Compliance Is Due 13 May 2027. Is Your Vendor Contract Ready?
The DPDP Rules were notified in November 2025 and phase in to May 2027. Here is what that means for the contracts you have already signed.
Read· 10 minDoes Your SaaS Vendor Train Models on Your Customer Data?
Improvement rights in SaaS contracts increasingly cover machine learning model training. Here is where that clause hides and what to ask for instead.
Read· 10 minData Fiduciary or Data Processor? Getting DPDP Roles Right in Your Contracts
The DPDP Act distinguishes who decides how data is used from who processes it on their behalf. Getting the roles wrong misallocates the obligations.
Read· 10 minDPDP Compliance Checklist for Indian Businesses: What to Do Before November 2026, Before May 2027 and After
A dated DPDP compliance checklist for Indian businesses: notice, consent, Rule 6 security, breach, erasure, rights, children, vendors and cross-border.
Read· 12 minDPDP Act Penalties Explained: Every Line of the Schedule, How the Board Sets the Amount, and Who Pays
DPDP Act penalties run up to ₹250 crore. See every Schedule line, the section 33 factors, the Board’s inquiry, appeals and who pays when a vendor leaks data.
Read· 11 minDPDP Act Enforcement Date: The Complete Timeline From 2023 Assent to 13 May 2027
Is the DPDP Act in force? The dated timeline: 2023 assent, the November 2025 Rules, 13 November 2026, 13 May 2027, and what each date means for your business.
Read· 10 minData Processing Agreement Under the DPDP Act: The 12 Clauses Your DPA Needs, With Model Wording
The 12 clauses a data processing agreement needs under India’s DPDP Act and Rules: what the law requires, the risk if missing, and model wording.
Read· 12 minDPDP Compliance Cost for a Small Business in India: What Is Free, What Takes Time and What You Pay For
How much DPDP compliance costs a 20 to 200 person Indian business: free items, staff time, consultant and software prices, and what to spend on first.
Read· 12 minDPDP Compliance for Startups and MSMEs in India: What the Section 17(3) Exemption Really Covers, and a 90-Day Plan
The DPDP Act has no size threshold and the section 17(3) startup exemption is partial and not yet notified. What applies to you, plus a 90-day plan.
Read· 12 minDPDP Compliance for SaaS Companies: What Your Customers’ DPAs Can and Cannot Demand
Indian customers will send your SaaS or IT company DPAs before May 2027. What the DPDP Act requires of a processor, and which asks you can negotiate.
Read· 12 minDPDP Compliance for HR: Employee Data, Payroll Vendors and What to Fix by May 2027
Employee data is personal data under the DPDP Act. What section 7(i) allows without consent, and what HR must fix in vendors, retention and security.
Read· 12 minDPDP Compliance for Ecommerce and D2C Brands: Data Flows, Consent and Vendor Contracts
What the DPDP Act means for D2C brands and online sellers: marketing consent, erasure, children, breaches and the vendor contracts to fix first.
Read· 12 minDPDP Breach Notification: What Rule 7 Requires in the First 72 Hours, and What Your Vendor Contract Must Add
DPDP breach notification under Rule 7: who you must tell, the 72-hour report to the Board, penalties up to ₹200 crore, and the vendor clause you need.
Read· 11 minSection 8 of the DPDP Act, Explained Subsection by Subsection for Businesses and Their Vendors
Section 8 of the DPDP Act explained clause by clause: what each duty means for your business, the Rule behind it, and the vendor contract clause it implies.
Read· 12 minDPDP Act Kya Hai? Digital Personal Data Protection Act 2023 in Hindi, Simple Bhasha Mein
DPDP Act kya hai, kis par lagu hota hai, aapke rights, company ki duties, penalty aur kab se lagu hoga. DPDP Act 2023 aur Rules 2025 simple Hinglish mein.
Read· 11 minFreelance (8)
Udyam Registered? Your Client Has 45 Days to Pay You
Sections 15 and 16 of the MSMED Act set a payment deadline and compound interest on delay for registered micro and small suppliers.
Read· 10 minShould You Register on Udyam? What It Gets an Indian Freelancer
Udyam registration is what brings a freelancer inside the MSMED payment protections. Here is what it does and does not give you.
Read· 9 minYou Own Your Work Until You Sign It Away
Under Indian copyright law an independent contractor is usually the first owner of what they create. Paying an invoice does not transfer it.
Read· 9 minWhy Your IP Assignment May Expire After Five Years
Section 19 of the Copyright Act sets formalities for assignment, including a five-year default where no term is stated.
Read· 9 minPayment on Final Approval Is How Freelancers Do Not Get Paid
A payment term tied to the client being satisfied has no defined trigger. Here is what to replace it with, with sample wording.
Read· 10 minConsultant or Employee? The Misclassification Test That Costs Both Sides
A consultancy agreement that looks like employment creates exposure for the client and uncertainty for the freelancer. Here is how it is assessed.
Read· 9 minTDS on Your Invoice: What Changed With the Income-tax Act 2025
The Income-tax Act, 2025 replaced the 1961 Act on 1 April 2026 and renumbered it. What that means for TDS on freelance invoices.
Read· 9 minKill Fees, Deposits and Scope Creep: Payment Terms That Protect You
Three contract terms decide whether a freelance engagement is profitable: the deposit, the kill fee and how scope changes are handled.
Read· 9 minNDA (5)
Signing an NDA in India? Check These Five Clauses First
Most NDAs are routine. A few carry terms that reach much further than confidentiality. Here are the five clauses that decide which kind you have.
Read· 9 minA Non-Compete Hidden in an NDA Is Still a Non-Compete
Restraints on future work sometimes appear inside confidentiality agreements. Section 27 of the Indian Contract Act applies wherever the restraint sits.
Read· 9 minPerpetual Confidentiality: Can an NDA Really Last Forever?
Indefinite confidentiality obligations are common in Indian NDAs. Here is why a defined term with a trade secret carve-out is the better structure.
Read· 10 minThe Residuals Clause: How the Other Side Keeps Your Ideas
A residuals clause permits use of information retained in unaided memory. For the party sharing know-how, it can undo the agreement.
Read· 9 minThe Four Exclusions Every Fair NDA Should Have
Standard exclusions are what make a confidentiality obligation workable. Here is what they are and why their absence is a warning.
Read· 10 minProperty (10)
Your Builder Pays ₹5 Per Sq Ft For Delay. You Pay 18% Interest
Delay-penalty asymmetry is the most common defect in Indian builder-buyer agreements. Section 18 of RERA addresses what the allottee is entitled to.
Read· 10 minCarpet Area vs Super Built-Up: What RERA Actually Requires
RERA defines carpet area and requires it to be disclosed. Here is what the definition covers and why super built-up pricing is a red flag.
Read· 10 minBuilder Asking For More Than 10% Before Registration? Read Section 13
Section 13 of RERA addresses advances taken before a written, registered agreement for sale. Here is what that means at booking stage.
Read· 10 minPossession Delayed? Section 18 of RERA Gives You Two Routes
Where a promoter misses the agreed possession date, Section 18 contemplates withdrawal with a refund, or staying and claiming interest.
Read· 10 minHow to Verify a Project RERA Registration Before You Pay Anything
Section 3 requires registration of covered projects before marketing or sale. Verifying it is a short check with real consequences.
Read· 10 minYour Builder Changed the Layout. Section 14 Requires Consent
Section 14 of RERA addresses adherence to sanctioned plans and alterations, and provides for structural defect liability after possession.
Read· 10 minCancellation and Forfeiture in Builder-Buyer Agreements
What the builder keeps if you exit, and what it pays if it does, are rarely symmetrical. Sections 73 and 74 govern how forfeiture is treated.
Read· 10 minAn Agreement to Sell Is Not a Sale Deed
The two documents do different things under the Transfer of Property Act. Knowing which one you have signed matters before you pay.
Read· 10 minWhat the Seller Must Disclose About Title Under Section 55
Section 55 of the Transfer of Property Act sets out the rights and liabilities of buyer and seller, including disclosure of material defects.
Read· 10 minRERA or Consumer Court for a Delayed Flat? How to Choose
Delayed possession of your flat? Compare RERA and consumer court on remedies, compensation, timelines and appeals, and how to decide where to file.
Read· 9 minRent (9)
Why Is Your Rent Agreement 11 Months?
The eleven-month rent agreement exists because of the registration threshold in the Registration Act and the Transfer of Property Act.
Read· 10 minLock-In Periods That Bind Only the Tenant
Lock-in clauses in Indian rent agreements are often one-sided. Here is what to check and how forfeiture is treated.
Read· 10 minSecurity Deposit Deductions: What Your Landlord Can and Cannot Keep
Deposit disputes are the most common problem at the end of an Indian tenancy. Tenancy is a State subject, so the rules vary.
Read· 10 minYour Landlord Cannot Simply Lock You Out
Cutting utilities, changing locks or removing belongings to force a tenant out is not how eviction works, whatever the agreement says.
Read· 10 minWho Pays For Repairs When Your Lease Is Silent?
Section 108 of the Transfer of Property Act supplies default rights and liabilities for lessor and lessee where the contract does not.
Read· 10 minLeave and Licence vs Rent Agreement: What Changes for You
What a leave and licence agreement means, how it differs from a lease or rent agreement, and why the label matters less than what the document actually says.
Read· 10 minRent Agreement Stamp Paper Value and Registration by State
How stamp duty on a rent agreement is worked out, why a ₹100 paper may not be enough, and when registration is compulsory in your State.
Read· 10 minRent Increase Rules in India: What Your Agreement Must Say
Is there a legal cap on rent increase in India? How escalation clauses, 11-month renewals, rent control laws and the Model Tenancy Act affect your rent.
Read· 10 minTDS and GST on Rent: What Your Rent Agreement Should Say
When does TDS apply on rent above ₹50,000 a month, and when is GST payable on residential or commercial rent? What your rent agreement should cover.
Read· 10 minContract Basics (7)
Why an Unstamped Agreement Can Fail You in Court
Section 35 of the Indian Stamp Act addresses instruments that are unstamped or insufficiently stamped. It applies to almost every agreement.
Read· 10 minSeat vs Venue: The Arbitration Mistake in Most Indian Contracts
Seat and venue are different concepts under the Arbitration and Conciliation Act. Conflating them is the most common defect in Indian arbitration clauses.
Read· 10 minCan a Contract Stop You From Going to Court?
Section 28 of the Indian Contract Act addresses clauses restraining legal proceedings or shortening the time to bring a claim.
Read· 10 minNotarised vs Registered Agreement: Which Holds Up?
What a notary's stamp actually proves, when registration is compulsory, and why a notarised agreement to sell does not make you the owner of a property.
Read· 9 minE-Stamp Paper: How to Buy and Verify One Before You Sign
How e-stamp paper works in India, how to verify an SHCIL e-stamp certificate online, and the mistakes in names, dates and amounts that weaken an agreement.
Read· 9 minIs an MOU Legally Binding in India? MOU vs Agreement Explained
MOU vs agreement in India: when a memorandum of understanding binds you, how courts read it, and what to check in an MOU for sale of property.
Read· 10 minContract Review Checklist for India: 12 Things to Check Before You Sign
A practical contract review checklist for India: parties, payment, exit, liability, disputes, stamping and registration, plus a rent agreement checklist.
Read· 9 minReading is useful. Checking your own contract is better.
Upload the agreement and get every clause flagged against Indian law, with the provision each finding rests on.
See the India analyzersClauseAudit provides information and analysis, not legal advice, and does not create an advocate–client relationship. Consult a qualified advocate about your own situation.