1. Definitions and Operational Scope
Every contract review should begin in the definitions section. Broad or circular definitions (e.g., "Confidential Information", "Material Adverse Effect", or "Applicable Law") can quietly expand or restrict the scope of operative clauses throughout the document.
Ensure defined terms are capitalized consistently and that terms used only once are moved directly into the relevant operative clause.
2. Limitation of Liability and Indemnities
The interaction between limitation of liability caps and indemnity obligations is frequently the most heavily negotiated area in commercial practice.
Key considerations include checking whether indemnities are uncapped, ensuring carve-outs for gross negligence or willful misconduct match Indian contract jurisprudence under Sections 73 and 74 of the Indian Contract Act, and confirming clear caps for third-party IP claims.
3. Termination Triggers and Post-Termination Obligations
Carefully inspect termination for convenience notice periods, cure periods for material breach, and transition assistance covenants. Verify which provisions survive termination, including non-solicitation, confidentiality, and dispute resolution.
4. Dispute Resolution, Governing Law & Jurisdiction
Ensure arbitration clauses specify the seat and venue of arbitration, the applicable institutional rules, the number and qualification of arbitrators, and the governing substantive law. Avoid ambiguous jurisdiction clauses that create jurisdictional conflicts between courts.
Conclusion
A methodical, clause-by-clause contract review process protects client interests, prevents ambiguous interpretations, and establishes durable commercial partnerships.