This Business To Business Contract template is designed for commercial transactions between business entities operating under Indian jurisdiction. It serves as a fundamental legal framework for various business relationships, from supply agreements to service contracts, incorporating essential elements required under Indian contract law. The document is particularly relevant when businesses need to establish clear commercial terms, define obligations, allocate risks, and ensure regulatory compliance in their business dealings. It includes provisions addressing key aspects such as payment terms, liability limitations, intellectual property rights, and dispute resolution mechanisms, all aligned with Indian legal requirements. This template is structured to accommodate various business sectors while maintaining consistency with Indian commercial laws, including the Indian Contract Act 1872, Sale of Goods Act 1930, and other relevant legislation.
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1. Parties: Identifies the contracting parties with their full legal names, registration numbers, and registered addresses
2. Background: Sets out the context and commercial intent of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services/Goods: Detailed description of the services or goods to be provided under the contract
5. Term and Commencement: Duration of the agreement and conditions for effectiveness
6. Payment Terms: Price, payment schedule, invoicing requirements, and payment methods
7. Obligations of Party A: Specific duties and responsibilities of the first party
8. Obligations of Party B: Specific duties and responsibilities of the second party
9. Representations and Warranties: Statements of fact and promises made by each party
10. Confidentiality: Provisions for protecting confidential information exchanged during the business relationship
11. Intellectual Property Rights: Ownership and usage rights of IP involved in the transaction
12. Indemnification: Protection against losses caused by breach or third-party claims
13. Limitation of Liability: Caps and exclusions on liability of parties
14. Termination: Circumstances and process for ending the agreement
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
17. Notice: Method and addresses for formal communications between parties
18. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Change Control: Process for managing changes to scope or specifications, recommended for technology or long-term service contracts
2. Service Levels: Performance metrics and standards, suitable for service-based agreements
3. Insurance: Required insurance coverage, recommended for high-risk or high-value contracts
4. Data Protection: Compliance with data protection laws, necessary when personal data is processed
5. Anti-Corruption: Compliance with anti-corruption laws, important for international contracts or government-related work
6. Environmental Compliance: Environmental standards and obligations, relevant for manufacturing or waste management contracts
7. Step-In Rights: Rights to take over operations, relevant for critical service contracts
8. Exit Management: Transition arrangements at contract end, important for complex service agreements
9. Subcontracting: Rules for engaging subcontractors, relevant when subcontracting is anticipated
10. Quality Control: Quality standards and testing procedures, important for manufacturing or supply contracts
1. Schedule 1 - Service Specifications: Detailed technical specifications of services or goods
2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of prices, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methodology
4. Schedule 4 - Form of Purchase Order: Template for ordering goods or services under the agreement
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Contact Details: Key personnel and contact information for both parties
7. Schedule 7 - Implementation Plan: Timeline and milestones for contract implementation
8. Schedule 8 - Required Insurance: Specific insurance requirements and coverage levels
9. Appendix A - Technical Documentation: Technical specifications, drawings, or other technical details
10. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the contract
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Manufacturing
Retail
Professional Services
Healthcare
Financial Services
Telecommunications
E-commerce
Construction
Logistics and Supply Chain
Energy and Utilities
Automotive
Pharmaceuticals
Real Estate
Education
Relevant Teams
Legal
Finance
Procurement
Commercial
Operations
Risk and Compliance
Business Development
Sales
Supply Chain
Project Management
Account Management
Corporate Secretarial
Contract Administration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Company Secretary
Finance Manager
Project Manager
Supply Chain Manager
Account Manager
Sales Director
Legal Counsel
Commercial Manager
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