What to check before signing any agreement
Scope, payment, termination, IP, indemnity, jurisdiction, and signing — the seven clauses that decide whether your contract holds up.
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1. Scope & deliverables
The agreement should describe what is actually being done. Vague phrases like "support services" or "as needed" almost always lead to disputes. Look for specific deliverables, formats, and acceptance criteria.
2. Payment terms
Look at amount, schedule, invoicing process, late fee, and tax treatment. Find out if payment is milestone-based or time-based. Find out who bears bank charges and GST.
3. Termination
How can either party exit? Notice period? Refund terms? What happens to work-in-progress, deposits, and confidential material? A contract without a clean exit is a trap.
4. IP & ownership
For any creative or technical work: who owns the output? Default Indian law says creator unless assigned. Most contracts need an explicit IP assignment clause to transfer ownership.
5. Indemnity & limitation of liability
How much can you be made to pay if something goes wrong? Look for unlimited indemnity language (red flag) and cap your liability at fees paid or a multiple of it.
6. Jurisdiction & dispute resolution
Where will disputes be resolved? Which court has jurisdiction? Is there arbitration? A Delhi-based party signing a contract that puts jurisdiction in Bangalore is signing up for travel.
7. Signing & stamping
Stamp duty varies by state and document type. An unstamped agreement is enforceable but may need to be stamped (with penalty) before being used as evidence in court.
