Best Business Contract Drafting & Review Lawyer

Most of the disputes we see in arbitration and commercial courts could have been avoided, or made far simpler, by a better contract. Payment terms that do not say when money is due. Acceptance clauses that let the buyer reject goods months later. Termination clauses with no notice period. Liability caps that one side never noticed. Dispute clauses that point to two different courts.

This page is for business owners, founders and in-house teams who want contracts that work on the bad day, not just the signing day. We draft and review supply agreements, service agreements, distribution and franchise agreements, vendor contracts, consultancy and retainer agreements, licences and NDAs. Because we spend our working lives arguing about these clauses, we know which words matter.

A good contract does not need to be long. It needs to be clear about who does what, when, for how much, what happens if it goes wrong, and where any dispute will be decided.

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The clauses that decide disputes

Reviewing a contract the other side has drafted

When a larger customer or partner sends you its standard agreement, it is drafted to protect them. That does not mean you cannot sign it, but you should know what you are agreeing to, and push back on the terms that matter most.

Look first at payment: long credit periods (60, 90 or 120 days), payment only after the customer's own customer pays, and set-off rights that let the customer deduct disputed amounts from any invoice. Then look at liability: unlimited indemnities for any loss "arising from" your services, liquidated damages for delay with no cap, and warranties that last for years. Then termination: the customer's right to end the contract at any time without paying for work in progress, and your inability to terminate for non-payment.

Finally, look at the dispute clause. Large companies often specify arbitration seated in their own city, before an arbitrator they appoint. After the Supreme Court's decisions in Perkins Eastman (2019) and CORE (2024), one-sided appointment clauses are unenforceable as written, but it is still better to negotiate a neutral clause at the start. If you are a registered micro or small enterprise, remember that the MSMED Act's 45-day payment rule and Facilitation Council route apply regardless of the contract.

We give you a short note of the key risks, with suggested changes ranked by importance, so you can negotiate the points that matter and accept the rest.

How we draft or review

Time and typical cost range

Our fees are agreed in writing at the start.

What we need from you

Common contracts and the issues that matter

Stamp duty, signing and electronic contracts

A contract that is not properly stamped can cause problems when you need to rely on it. In most states, commercial agreements attract stamp duty under the state Stamp Act, and an unstamped or under-stamped document may not be admitted in evidence until the duty and penalty are paid. The Supreme Court's seven-judge decision in In re Interplay (2023) held that an unstamped arbitration agreement is not void and that the arbitrator decides stamping issues, but the duty still has to be paid at some point, often with a penalty. Stamp contracts properly when they are signed.

Make sure the person signing has authority. For a company, that means a board resolution or a properly delegated power. For a partnership, a partner acting in the ordinary course of business. If authority is doubtful, ask for a copy of the resolution.

Electronic contracts are valid under the Information Technology Act, 2000, and Section 7(4)(b) of the Arbitration Act recognises arbitration agreements formed by electronic communication. E-signatures through Aadhaar-based or other approved methods are valid for most commercial agreements. Keep a reliable record of the final signed version and the email trail.

Clauses that save money in a dispute

Some clauses are cheap to include and very valuable later. A clause requiring the buyer to raise quality complaints in writing within a fixed number of days, failing which the goods are deemed accepted, defeats many late "quality" defences. A clause stating the interest rate on late payment removes argument about interest. A clause requiring a statement of account to be confirmed or disputed within a fixed time helps with limitation and admissions.

A clause specifying how notices are to be given, with email addresses, avoids arguments about service. A clear order of precedence between the main agreement, purchase orders and annexures prevents conflicts. And a well-drafted arbitration clause, or a jurisdiction clause if you prefer courts, decides where and how fast any dispute will be resolved.

Laws that apply

How we work

We are a litigation and advisory practice led by Advocate BK Singh, with offices in Dwarka (New Delhi) and Vaishali (Ghaziabad). This is what you can expect:

• Drafted by dispute lawyers: we know how clauses are argued.
• Plain-language notes: you understand what you are signing.
• Prioritised changes: what to push for, and what to accept.
• Fast turnaround: most reviews within a few working days.
• Written fee terms: fixed fees agreed in advance.

Contract mistakes we see in disputes

Standard terms of business: one document, every order

Many small and medium businesses trade on purchase orders and invoices with no signed contract at all. The terms printed on the back of a quotation or invoice can become the contract, if the customer accepts them. In practice, there is often a "battle of the forms": the buyer's purchase order says one thing, the seller's invoice says another, and nobody can say which terms apply.

A short, well-drafted set of standard terms of business, sent with every quotation and referred to in every invoice, solves much of this. It should cover payment terms and interest, delivery and risk, inspection and rejection periods, limitation of liability, retention of title until payment, and the dispute clause. Ask customers to acknowledge the terms once, for example in a credit application form, so that they apply to all future orders.

Retention of title clauses, saying that ownership of goods passes only when they are paid for, give some protection if a buyer becomes insolvent, though their effect depends on whether the goods are still identifiable. They cost nothing to include.

Contracts with government and large buyers

Government departments and large companies often do not negotiate their standard terms. Tender conditions are usually take-it-or-leave-it. Even so, a careful review before bidding helps you price the risk correctly: liquidated damages, performance guarantees, payment cycles and termination rights all have a cost. If a term is unusual or unclear, the pre-bid query process is the place to raise it; answers given in pre-bid meetings often become part of the contract.

For large private buyers, negotiation is often possible on a few key points, especially payment terms, liability caps and termination for convenience. Present your requested changes as a short, reasonable list rather than a heavily marked-up draft. Buyers that refuse all changes are telling you something about how disputes will be handled.

Keeping contracts useful after signing

A contract is only useful if people follow it. Many disputes arise because the sales or operations team never read the contract and agreed changes informally by WhatsApp or phone. Give your team a one-page summary of each key contract: payment terms, notice requirements, renewal dates, and what to do if something goes wrong. Record variations in writing, even by email, and keep a central copy of each signed contract with its amendments.

Diary key dates: renewal and termination notice windows, guarantee expiry, price revision dates and warranty periods. Missing a renewal notice can lock you into a contract for another year, and missing a guarantee expiry can leave you without security.

Payment clauses that actually get you paid

A payment clause should say exactly when each amount becomes due, not just "within 30 days". Due from what: the invoice date, delivery, acceptance, or a milestone certificate? What if the buyer does not issue the certificate? A good clause fixes a long-stop: payment is due within 30 days of the invoice, and the invoice may be raised on delivery, or on completion of the milestone, or if the buyer fails to certify within seven days.

Add interest on late payment at a stated rate, and a right to suspend work or deliveries after a stated period of non-payment, with notice. If you are an MSME supplier, the MSMED Act's 45-day cap and statutory interest apply anyway, but stating them in the contract avoids argument. If you are a buyer, make sure your terms comply with Section 15 for MSME suppliers, because longer terms do not bind them and carry tax consequences.

Limitation of liability and indemnity

Liability clauses are where large customers most often overreach. A fair clause caps each party's total liability, often at the fees paid or payable in the previous twelve months, excludes indirect and consequential loss, and carves out from the cap only a few serious matters, such as fraud, wilful misconduct, breach of confidentiality, and personal injury. An indemnity should cover specific risks, such as third-party IP claims or breach of law, not "any loss arising out of" the contract.

If the other side insists on unlimited liability or broad indemnities, ask what insurance it expects you to carry and price the risk accordingly. Courts generally enforce negotiated liability caps between businesses, so what you agree is what you get when things go wrong.

Termination and what survives

Termination clauses should cover termination for breach (with notice and a cure period), termination for insolvency, and, where commercially acceptable, termination for convenience with a notice period. They should say what happens on termination: payment for work done and goods delivered, return of materials and confidential information, transition assistance, and release of guarantees.

They should also say which clauses survive termination: confidentiality, payment of amounts accrued, limitation of liability, and the dispute resolution clause. Under Section 16 of the Arbitration Act, the arbitration clause survives anyway, but stating it avoids argument.