Onesto Legal · New Delhi
We draft, review and negotiate the agreements your India business actually runs on, and we advise on the questions that arise between them.
Distribution and agency, supply and manufacturing, shareholders and joint venture, employment and consultancy, confidentiality and technology, leases and everything commercial in between.
A contract written for a European counterparty and used unchanged in India is the single most common cause of the disputes we are later asked to fight. The clauses are not badly drafted. They are simply unenforceable where they will be argued.
Every agreement we draft is written for the Indian legal environment, by advocates who will also be the ones enforcing it if it comes to that.
The problem
European templates carry assumptions that Indian law does not share, and the gap only becomes visible at the point where the agreement is being relied on.
Post employment non compete restrictions that are routine in Europe are generally void in India as a restraint of trade. A liquidated damages figure that would simply be enforced elsewhere is treated in India as a ceiling on reasonable compensation, and still has to be proved.
Agreements attract stamp duty, at rates that vary by state and by instrument, and an insufficiently stamped document can be inadmissible in evidence until the duty and penalty are paid. That is a problem discovered at the worst possible moment.
Dispute clauses fail more often than any other. Clauses that name an institution that does not exist, mix an arbitration agreement with an exclusive court jurisdiction, or leave the seat unstated produce a preliminary fight before anyone reaches the actual dispute.
None of this makes Indian contracting difficult. It makes it different, and it means the drafting has to be done by someone who practises there rather than adapted from a precedent that worked in Bilbao.
What we draft
Drafted from scratch where the relationship is new, and reviewed and renegotiated where you have inherited something that no longer serves you.
Territory, exclusivity, minimum purchase and performance targets, pricing and discount structure, customer data rights, term, renewal and the termination mechanics that decide how easily you can change partner later.
Specification and quality standards, inspection and rejection, tooling and mould ownership, capacity commitments, price adjustment, delivery terms, liability and indemnity, and confidentiality over your process.
Board composition, reserved matters, deadlock resolution, transfer restrictions, tag and drag rights, exit and valuation. The clauses that decide whether a joint venture survives its first disagreement.
Employment contracts, appointment letters for directors, consultancy and retainer agreements, confidentiality and invention assignment, and separation and settlement documents that hold.
Mutual and one way non disclosure agreements, technology transfer and licensing, trademark and know how licences, software and services agreements, and assignment of what your Indian team creates.
Standard terms of sale and purchase, service agreements, agency and commission arrangements, leave and licence agreements and commercial leases for offices, warehousing and plant.
How it runs
Most drafting instructions run in two to three weeks. Negotiated agreements take as long as the counterparty does.
A short call on what has actually been agreed, what has not, and what you are worried about. We start from the deal, not from a precedent.
A draft written for Indian law, with a covering note in plain language explaining the choices we have made and the points we expect the other side to push on.
Mark ups exchanged and, where useful, we join the calls. You are told which points are worth conceding and which are load bearing.
Stamping, signature formalities, registration where the instrument requires it, and confirmation that the version signed is the version agreed.
A short summary of your obligations and key dates, so renewal windows and notice periods do not pass unnoticed.
What we check every time
Advisory between contracts
Common questions
General guidance rather than advice on a particular matter. Requirements and timelines change, and sector rules vary.
You can, and it will usually be signed. The question is what happens when you need to rely on it. Several provisions that are routine in a European agreement are treated differently in India, and a few are unenforceable outright.
The more economical approach is to have the template adapted once, properly, into an India version your team can reuse, rather than paying to litigate the gap later.
During the term of employment or the agreement, generally yes. After it ends, restrictions on a former employee competing are generally treated as a restraint of trade and are not enforced.
Confidentiality, non solicitation of customers and employees, and protection of trade secrets are approached differently and can be drafted to be effective, which is usually what the client actually wanted.
Stamp duty is a state tax on the instrument itself, not on the transaction. Rates and the manner of stamping vary by state and by document type.
It matters because an insufficiently stamped agreement can be refused in evidence until the shortfall and a penalty are paid. It is a small cost at signature and an obstacle at exactly the moment you need the document.
If the counterparty and the assets are in India, Indian governing law with a well drafted arbitration clause is usually the practical choice, because it is where you will realistically enforce.
A foreign governing law with a foreign court is attractive on paper and considerably harder to convert into money in India, since judgments from countries that are not notified as reciprocating cannot be executed directly.
Most commercial agreements do not require registration. Certain instruments do, particularly those affecting immovable property, and leases beyond a defined term.
Notarisation is not generally required for validity but is often useful evidentially, and documents executed outside India by a foreign company usually need notarisation and apostille or consular legalisation.
Electronic execution is recognised in India, subject to conditions and to certain categories of document being excluded. In practice, whether it is safe depends on the instrument, the counterparty and how the document may later be used.
We will tell you which of your documents can be signed electronically and which are worth doing on paper.
That is where the drafting is tested. A well drafted agreement gives you a clear notice route, a defined remedy, an arbitration or court clause that works, and enough documentary record to run a summary claim rather than a full trial.
We handle that stage too. The advocates who draft the agreement are the ones who enforce it, which tends to concentrate the mind at the drafting stage.
Onesto Legal
Onesto Legal is the in-house legal practice of Onesto Management Consultancy, operating from our New Delhi office. The people who advise are the people who act.
Legal Head
Heads the practice from New Delhi, with day to day conduct of corporate, regulatory and contentious matters.
Advocate
Advocate and founder of Onesto Management Consultancy. Doctoral candidate in International Law at the University of Deusto, Bilbao.
Advocate
Advocate, co-founder and director. Doctoral candidate in International Law at the University of Deusto, Bilbao.
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Whether it is a new agreement, a mark up you have received, or a set of contracts you inherited and have never had reviewed, send it across with a short note on the commercial position.
We answer from New Delhi and from Bilbao, so European clients are not waiting a day for a reply.
Onesto Legal, Onesto Management Consultancy
New Delhi, India and Bilbao, Spain