Master Agreement for India

Master Agreement Template for India

A comprehensive legal framework document governed by Indian law that establishes the fundamental terms and conditions for ongoing business relationships between parties. This agreement serves as an umbrella contract under which future specific transactions or services can be executed through purchase orders, statements of work, or other transaction documents. The document incorporates key provisions required under Indian contract law, including essential elements from the Indian Contract Act, 1872, and addresses aspects such as contract formation, performance, dispute resolution, and termination rights, while ensuring compliance with local regulatory requirements.

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What is a Master Agreement?

The Master Agreement is designed for businesses operating in India seeking to establish a long-term contractual framework for recurring transactions or services. This document type is particularly valuable when parties anticipate multiple transactions or ongoing services and want to avoid negotiating terms repeatedly. The Master Agreement, governed by Indian law, typically includes comprehensive provisions covering service delivery, payment terms, liability frameworks, and dispute resolution mechanisms, while ensuring compliance with Indian regulatory requirements including the Indian Contract Act, 1872, and other relevant legislation. It serves as the primary reference point for all future transactions between the parties, with specific details of individual transactions being documented in subsequent purchase orders or statements of work. This approach provides both flexibility for future business needs and consistency in contractual terms.

What sections should be included in a Master Agreement?

1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the master agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement

4. Structure and Scope: Framework of the master agreement and its relationship with subsequent transaction documents

5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

6. Services/Transactions Framework: General terms governing all services or transactions to be performed under the agreement

7. Ordering Process: Procedure for placing and accepting orders or statements of work under the master agreement

8. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements, and payment dispute procedures

9. Representations and Warranties: Standard representations and warranties from both parties

10. Confidentiality: Protection and handling of confidential information exchanged between parties

11. Intellectual Property Rights: Ownership and licensing of IP rights, including pre-existing and newly created IP

12. Indemnification: Mutual indemnification obligations and procedures

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Force Majeure: Events excusing performance and related procedures

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Master Agreement?

1. Data Protection and Privacy: Required when personal data processing is involved, outlining compliance with applicable data protection laws

2. Insurance: Include when specific insurance requirements need to be maintained by either party

3. Anti-Corruption and Compliance: Important for international transactions or when dealing with government entities

4. Parent Company Guarantee: Include when financial security from a parent company is required

5. Change Control: Necessary for complex service arrangements where formal change procedures are required

6. Service Levels: Include when specific performance metrics need to be maintained

7. Business Continuity: Important for critical services requiring disaster recovery planning

8. Environmental, Social and Governance (ESG): Include when ESG compliance is important to the parties

What schedules should be included in a Master Agreement?

1. Schedule 1 - Service Descriptions: Detailed description of services or products covered under the agreement

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts

3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies

4. Schedule 4 - Standard Operating Procedures: Detailed operational procedures and processes

5. Schedule 5 - Form of Statement of Work: Template for individual transactions or project-specific agreements

6. Schedule 6 - Contact Details and Escalation Matrix: Key personnel and escalation procedures for both parties

7. Schedule 7 - Technical Requirements: Technical specifications and requirements for services/products

8. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services

9. Appendix B - Form of Parent Company Guarantee: Standard form of parent company guarantee if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Manufacturing

Financial Services

Telecommunications

Healthcare

Retail

Professional Services

Energy

Infrastructure

Logistics and Supply Chain

Pharmaceuticals

Automotive

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Procurement

Commercial

Operations

Risk and Compliance

Finance

Sales

Business Development

Project Management

Contract Administration

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Commercial Director

Chief Legal Officer

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

General Counsel

Sales Director

Account Manager

Project Manager

Vice President of Operations

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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