Side Agreement for India

Side Agreement Template for India

A Side Agreement under Indian law is a supplementary contract that modifies, clarifies, or adds to the terms of an existing primary agreement while maintaining its confidentiality and independent enforceability. This document type is governed by the Indian Contract Act, 1872, and must comply with Indian registration and stamp duty requirements where applicable. It serves as a legally binding instrument to document additional arrangements between parties without the need to amend the main agreement, particularly useful in complex commercial relationships where flexibility and discretion are required.

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What is a Side Agreement?

Side Agreements are utilized in Indian business practice when parties need to modify or supplement terms of an existing agreement without formally amending it. These documents are particularly valuable in situations requiring confidentiality, flexibility, or when dealing with specific arrangements that fall outside the scope of the main agreement. The Side Agreement must comply with Indian contract law, including the Indian Contract Act, 1872, and may require stamping under the Indian Stamp Act, 1899. Common uses include adjusting commercial terms, adding performance metrics, modifying payment structures, or documenting special arrangements between parties. While Side Agreements offer flexibility, care must be taken to ensure they don't contradict the main agreement or violate any legal or regulatory requirements.

What sections should be included in a Side Agreement?

1. Parties: Identification of all parties to the side agreement (must match or be related to the parties in the main agreement)

2. Background: References to the main agreement, explanation of why the side agreement is needed, and the relationship between the agreements

3. Definitions: Key terms used in the agreement, including references to definitions in the main agreement where applicable

4. Relationship with Main Agreement: Clear statement of how this side agreement relates to and impacts the main agreement

5. Modified/Additional Terms: Specific terms being modified or added to the main agreement

6. Effective Date and Duration: When the side agreement comes into effect and how long it remains valid

7. Confidentiality: Provisions regarding the confidential nature of the side agreement and its terms

8. Governing Law and Jurisdiction: Confirmation of applicable law and courts (should typically match the main agreement)

9. Counterparts and Execution: Provisions for how the agreement can be executed and the validity of counterparts

What sections are optional to include in a Side Agreement?

1. Representations and Warranties: Additional or modified representations specific to the side agreement, used when new commitments are being made

2. Payment Terms: Include when the side agreement involves modifications to financial arrangements

3. Performance Metrics: Used when establishing new or modified performance criteria

4. Dispute Resolution: Include if different from main agreement or if specific dispute mechanisms are needed

5. Third Party Rights: Include when the side agreement affects or creates rights for parties not party to the main agreement

6. Force Majeure: Include when adding or modifying force majeure provisions

7. Termination: Include when the side agreement has separate termination provisions from the main agreement

8. Non-Compete/Non-Solicitation: Include when adding or modifying restrictive covenants

9. Intellectual Property Rights: Include when dealing with IP-related modifications or additions

What schedules should be included in a Side Agreement?

1. Schedule 1 - Main Agreement Reference: Copy or extract of relevant sections of the main agreement being modified

2. Schedule 2 - Modified Terms Table: Detailed table showing original terms vs. modified terms for clarity

3. Schedule 3 - Additional Obligations: Detailed list of any new obligations or commitments

4. Schedule 4 - Performance Criteria: Detailed metrics or KPIs if applicable

5. Schedule 5 - Payment Schedule: Modified or additional payment terms if applicable

6. Appendix A - Required Approvals: List of any corporate or regulatory approvals required

7. Appendix B - Related Correspondence: Key correspondence or documents referenced in the side agreement

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
Relevant Industries

Manufacturing

Information Technology

Financial Services

Healthcare

Real Estate

Telecommunications

Retail

Energy

Construction

Professional Services

Automotive

Pharmaceuticals

Media and Entertainment

Education

Logistics

Relevant Teams

Legal

Finance

Commercial

Procurement

Operations

Risk and Compliance

Business Development

Sales

Corporate Affairs

Project Management

Account Management

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Chief Financial Officer

Chief Executive Officer

Commercial Director

Procurement Manager

Project Manager

Operations Director

Risk Manager

Compliance Officer

General Manager

Account Manager

Sales Director

Corporate Secretary

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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