Master Contract Template for India

The Master Contract serves as the primary governing document for establishing long-term business relationships between parties operating under Indian jurisdiction. It is particularly useful when parties anticipate multiple future transactions or ongoing business relationships that require a consistent legal framework. This contract type sets out the fundamental terms and conditions that will apply to all subsequent agreements, including key commercial terms, risk allocation, governance structures, and operational procedures. The Master Contract reduces negotiation time for future specific agreements while ensuring standardization across transactions. It incorporates essential elements required under Indian contract law and typically includes provisions for electronic execution under the Information Technology Act, 2000. The document is designed to be sufficiently flexible to accommodate various types of specific agreements while providing adequate protection for both parties' interests.

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

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Scope of Agreement: Overall framework of the relationship and how specific agreements will operate under this master contract

5. Term and Renewal: Duration of the master agreement and conditions for renewal

6. Structure of Specific Agreements: Process for entering into specific agreements under the master contract and their relationship to the master terms

7. General Obligations: Core obligations of each party under the master relationship

8. Payment Terms: General framework for pricing, invoicing, and payment applicable across all specific agreements

9. Intellectual Property Rights: Ownership and usage rights of IP in the context of the master relationship

10. Confidentiality: Protection and handling of confidential information exchanged under the master contract and specific agreements

11. Data Protection and Privacy: Obligations regarding personal data handling and privacy compliance

12. Representations and Warranties: Standard representations and warranties made by each party

13. Indemnification: General indemnification obligations and procedures

14. Limitation of Liability: Limitations and caps on liability under the master contract and specific agreements

15. Force Majeure: Provisions for handling events beyond parties' reasonable control

16. Termination: Grounds and process for termination of the master contract and its effect on specific agreements

17. Dispute Resolution: Process for resolving disputes, including governing law, jurisdiction, and arbitration provisions

18. General Provisions: Standard boilerplate clauses including notices, assignment, amendment, and severability