SM LEGALIS Logo
SM LEGALIS
HomeAbout
View All Practice Areas
Civil LitigationCriminal LitigationHigh Court Litigation
Family & Matrimonial LawProperty & Real Estate LawConsumer ProtectionCheque Bounce Matters
Commercial LitigationArbitration & ADRContract Drafting & ReviewTaxation & Regulatory Matters
Cyber LawConstitutional & Writ Petitions
Knowledge CentreFAQsContact
Request Consultation
Contract Drafting and Legal Vetting

Contract Drafting & Vetting

Airtight commercial agreements designed by litigation experts to eliminate loopholes, cap liabilities, and prevent future disputes.

Request Consultation
Practice Overview

Drafted by Litigators. Designed for Protection.

The Flaw with Generic Templates: A contract is not merely a summary of a business deal; it is a shield against catastrophic financial liability. Generic online templates fail to account for jurisdictional nuances, hidden indemnity traps, and local stamp duty laws, rendering them useless when a dispute escalates to court.

The Litigator's Advantage: Because our primary practice is commercial litigation, we know exactly how poorly drafted contracts fail in court. We draft agreements backward—anticipating the exact loopholes opposing counsel will attempt to exploit, and sealing them before the document is ever signed.

Strategic Legal Vetting: Before you sign a contract presented by a vendor, partner, or landlord, it requires ruthless scrutiny. Our vetting process identifies asymmetrical risk allocations, restrictive termination clauses, and exorbitant penalty metrics, giving you the leverage to renegotiate from a position of absolute legal strength.

Our Expertise

Contract Services

Commercial Contracts

Drafting robust Master Service Agreements (MSAs), SLAs, and comprehensive vendor/supplier agreements.

Partnership & Founder

Structuring Partnership Deeds, Shareholder Agreements (SHAs), and Co-founder equity contracts.

Employment & HR

Creating airtight employment contracts incorporating enforceble non-solicitation and confidentiality clauses.

Lease & Real Estate

Drafting high-value commercial leases, leave and license agreements, and property sale deeds.

Legal Vetting (Review)

Ruthlessly reviewing third-party contracts to flag hidden liabilities and uncap indemnification risks.

NDAs & IP Protection

Protecting trade secrets through stringent Non-Disclosure Agreements and intellectual property assignments.

Client Inquiries

Frequently Asked Questions

What is the difference between drafting and vetting a contract?
Drafting involves creating a contract entirely from scratch tailored to your specific business needs. Vetting (or reviewing) involves examining a contract drafted by another party to identify legal risks, hidden liabilities, and unfair clauses before you sign it.
Are electronic contracts legally valid in India?
Yes. Under Section 10A of the Information Technology Act, 2000, contracts formed through electronic means (such as emails or e-signatures) are legally valid and enforceable, provided they meet the basic requirements of the Indian Contract Act (offer, acceptance, and consideration).
Why shouldn't I just use a free contract template from the internet?
Generic templates are not tailored to Indian jurisdictional laws or your specific industry risks. They often lack crucial clauses regarding localized dispute resolution, indemnity limits, and force majeure, leaving you entirely exposed if a dispute ends up in court.
What is an NDA and when should I use one?
A Non-Disclosure Agreement (NDA) is a legally binding contract establishing a confidential relationship. You should sign an NDA before sharing proprietary information, trade secrets, financial data, or business plans with potential partners, employees, or investors.
What makes a contract 'void' or 'unenforceable'?
Under the Indian Contract Act, a contract is void if it involves an illegal act, lacks valid consideration, is signed by a minor, involves fraud or coercion, or explicitly restrains a person from exercising a lawful profession or trade (Section 27).
What is a 'Force Majeure' clause?
A Force Majeure clause relieves both parties from liability or obligation when an extraordinary event or circumstance beyond their control (e.g., war, strike, pandemic, act of God) prevents one or both parties from fulfilling their contractual obligations.
Why is an 'Indemnity' clause important?
An indemnity clause dictates that one party will compensate the other for specific losses or damages arising out of the contract. It shifts the financial risk of potential third-party lawsuits or breaches directly to the party responsible for the error.
Can a contract restrict an employee from joining a competitor?
In India, strict non-compete clauses that apply *after* the termination of employment are generally considered void under Section 27 of the Contract Act. However, non-solicitation clauses (preventing them from poaching clients or staff) are usually enforceable.
What is a 'Jurisdiction' or 'Governing Law' clause?
This clause specifies which geographical court will have the exclusive right to hear disputes arising from the contract, and which state's or country's laws will be used to interpret the contract.
Should every commercial contract have an Arbitration clause?
It is highly recommended. An arbitration clause ensures that any dispute is resolved privately and swiftly by an appointed arbitrator, rather than enduring years of delays in the public civil court system.
Does a contract need to be registered and notarized to be valid?
Not all contracts require registration. However, specific documents like sale deeds for immovable property, lease agreements exceeding 11 months, and certain partnership deeds must be mandatorily stamped and registered to be admissible as evidence in court.
What is the penalty for insufficient stamp duty on a contract?
If a contract is under-stamped, it cannot be admitted as evidence in an Indian court until the deficit stamp duty is paid, along with a penalty that can be up to 10 times the deficit amount.
What is a Service Level Agreement (SLA)?
An SLA is a specific contract between a service provider and a client that dictates the exact level, quality, and metrics of the service expected, along with penalties (service credits) if those metrics are not met.
How do you assess 'risk' when vetting a contract?
We look for asymmetrical liabilities—where you take all the financial risk while the other party caps theirs. We scrutinize termination clauses, hidden renewal fees, vague deliverables, and ensure you have a clear legal exit strategy.
Why hire a litigation lawyer to draft contracts?
A litigator knows exactly how contracts fail in court. By anticipating the loopholes that opposing counsel will exploit during a dispute, a litigator drafts airtight contracts designed specifically to prevent litigation before it starts.

Related Practice Areas

Property & Real Estate Law

Explore Area

Commercial Litigation

Explore Area

Arbitration & Mediation

Explore Area

Related Legal Articles

View All Articles →
Constitutional Law

Did CJI Kant Just Destroy the Dreams of Young Law Graduates? The Truth About the New Civil Judge Rule

An in-depth analysis of the August 2026 Supreme Court judgment mandating a 1-year practice rule for Civil Judges, the reasons behind challenging the tried-and-tested 2002 system, and the powerful dissenting opinion.

7 min read
Civil Law

A Complete Legal Guide to Resolving Property Disputes in India

Understand the legal remedies for illegal possession, partition suits, and ancestral property disputes under the Transfer of Property Act and Specific Relief Act.

6 min read
Consumer Law

A Step-by-Step Guide to Filing a Consumer Complaint in India (Under CPA 2019)

Learn the complete procedure for filing a consumer complaint in India under the new Consumer Protection Act, 2019, including e-Daakhil filing, pecuniary jurisdictions, and compensation.

8 min read

About to Sign a Major Agreement?

Do not leave your business exposed to hidden liabilities. Let our litigation experts draft or review your contracts to ensure absolute legal protection.

Book Contract Review