Legal
Terms & ConditionsOutline for Review
A structured outline of the clauses required for terms and conditions that cover the engagement, the IP, the liability, the termination and the dispute resolution — drafted for review by counsel, not for publication. The final terms are a legal deliverable, not a content deliverable.
Outline of the clauses required
Terms and conditions aligned with Indian contract law and the engagement model need to cover the following clauses. The final wording is a legal deliverable and must be reviewed by counsel before publication. The outline below is the structure, not the final text.
The clauses are listed in the order they typically appear in terms, with the substance of each clause named and the questions the lawyer will ask noted.
- Definitions — engagement, deliverables, services, fees, client, company, IP, confidential information.
- Scope of services — what is included, what is excluded, the change process.
- Engagement model — fixed-scope, time-and-materials, retainer, dedicated team, staff augmentation.
- Fees and payment — the fee structure, the invoice schedule, the payment terms, the late payment, the taxes.
- Intellectual property — the work product, the pre-existing IP, the assignment, the licence, the third-party IP.
- Confidentiality — the definition, the obligations, the exceptions, the duration, the breach response.
- Warranties and disclaimers — the warranties given, the warranties excluded, the limitation of liability.
- Indemnification — the scope, the triggers, the procedure, the cap.
- Term and termination — the start, the duration, the termination for convenience, the termination for cause, the consequences.
- Data protection — the privacy policy reference, the data processing agreement, the security obligations.
- Non-solicitation — the scope, the duration, the exceptions.
- Force majeure — the definition, the procedure, the consequences.
- Governing law and dispute resolution — the governing law, the jurisdiction, the arbitration, the mediation.
- Miscellaneous — the assignment, the severability, the entire agreement, the notices, the amendments.
What the lawyer will need
A terms and conditions document is a legal deliverable, not a content deliverable. The lawyer will need the engagement model (fixed-scope, time-and-materials, retainer, dedicated team, staff augmentation), the IP model (assignment, licence, pre-existing), the fee structure, the liability cap, the termination terms, the data protection agreement.
The lawyer will also need the standard terms across the engagements — the SLA, the support model, the maintenance retainer, the change process. The standard terms are the input to the legal document, and the legal document is the final contract.
- Engagement model: fixed-scope, time-and-materials, retainer, dedicated team, staff augmentation.
- IP model: assignment, licence, pre-existing IP, third-party IP.
- Fee structure: the fee model, the invoice schedule, the payment terms, the late payment, the taxes.
- Liability: the cap, the exclusions, the indemnification, the insurance.
What is out of scope
The publication of generated terms as final. The terms are a legal deliverable, and the wording must be reviewed by counsel. The structure above is the starting point, not the final text.
The standard engagement model is in scope — the terms are the legal statement of the engagement. The engagement is part of the work; the terms are a separate review with counsel.
Frequently asked
The questions the team asks
- Are these final terms and conditions?
- No. This is a structured outline of the clauses required for terms and conditions covering the engagement, the IP, the liability, the termination and the dispute resolution. The final terms are a legal deliverable and must be reviewed by counsel before publication. The outline is the starting point, not the final text.
- What does the lawyer need to draft the final terms?
- The engagement model, the IP model, the fee structure, the liability cap, the termination terms, the data protection agreement. The lawyer will also need the standard terms across the engagements — the SLA, the support model, the maintenance retainer, the change process.
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