Drafting Contracts - Advanced Principals

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Description
My first unintended stint with contract drafting began when I was in Class VI in school. Computers had made their way into the legal profession, and like most parents, mine too found it difficult to navigate the new technology. Therefore, my mother dictated a sale deed to me, and I typed it out and printed it. I used to type for my parents off and on for petitions, agreements, notices, and other legal work. Like a sponge in disguise, I was learning drafting without realising it. Despite doing well in my drafting, pleading, and conveyancing course (thanks to dictations from my parents), when I first joined Shardul Amarchand Mangaldas & Co., I was given a shareholders agreement. Apart from the million questions in my mind, I had never heard of a shareholders agreement in the first place. Like many students, my knowledge of company law was limited to the  emorandum of association and articles of association. Despite having graduated from one of the finest law schools, I found my knowledge of the law and commercial drafting grossly inadequate.
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Table of Contents
Part 1
Meeting of The Minds
1. Memorandum of Understanding or Letter of Intent
2. Term Sheet
3. Recitals
4. Interpretation Clause
Part II - Drafting To Allocate Risk
1. Qualifiers
2. Trumping Provisions
3. Accounting Terms
4. Representations
5 Warranties
6. Time of the Essence
Part III - GETTING READY FOR BUSINESS
 1. Definitions
 2. Term Clause
 3. Condition Precedent
 4. Closing
Part IV - PERFORMANCE
1. Condition Subsequent
2. Consideration and Payments
3. Positive Covenants
4. Exit Clauses
Part V - RESTRICTIVE COVENANTS
1. Non-Compete Clauses
 2. Confidentiality Clauses
 3. Other Restrictive Covenants
Part VI - EXEMPTION CLAUSES
1. Force Majeure and Hardship
Part VII - REMEDIES
1. Indemnity Clauses
2. Cure
3. Self-Help Remedies
4. Liquidated Damages
 5. Termination
Part VIII - DISPUTE MANAGEMENT AND RESOLUTION
1. Dispute Management
2. Choice of Law
3. Choice of Forum
4. Exclusive Jurisdiction Clauses
5.  Arbitration Clauses
Part IX - BOILERPLATES
1. Boilerplates
2. Assignment Clauses
3. Sub-contracting
4. Modification or Amendment Clause
5. Entire Agreement Clauses
6. Limitation of Liability
7. Survival Clauses
8. Waiver or Acquiescence Clause
9. Severability or Savings Clause
10. Notices Clause
11. Relationship of the Parties
12. Counterparts
13. Miscellaneous Clauses
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Author Details
Dr. Ajar Rab is the founding partner at ANR LAW LLP, Dehradun, and an arbitrator. His practice areas include international arbitration, corporate transactions, and commercial litigation. He handles several arbitrations and commercial litigations relating to energy disputes, EPC contracts, and infrastructure disputes, amongst others. He has previously worked with ministries, government bodies, and policy institutes. He is also an International Policy Consultant at Lexidale.
Dr. Rab is a ‘Professor of Practice’ at the School of Law, University of Petroleum & Energy Studies, Dehradun, an Honorary Research Chair Professor, Centre for ADR and Arbitration, NIRMA University, Ahemadabad, a Distinguished Visiting Professor at the National University of Juridical Sciences (NUJS), Kolkata, and visiting faculty in other law schools of the country. He is a nominated member of the Board of Studies at Nirma University and Tamil Nadu National Law University.