• Legal opinion for contract between companies in two countries

We an LLP company in Bangalore (Company A) have to sign a contract with a German startup (Company B) which will outsource all their technology services to us.
The commission will be 20% of the total pricing, all inclusive. 

We have offered to design and build their website. What we need in return is the following assurance:

1. Company A will be the sole partner of Company B for all information technology services.
2. Company B cannot get into a partnership with any other company that has a conflict of interest with Company A.
3. The 20% commission can be revised with mutual consent for projects with less margin, taken up for business/marketing reasons.

We would want to create a legal contract for this. Also, lets know how this contract holds a legal validity as it is between two companies in two countries!
Asked 1 year ago in Business Law from Bangalore, Karnatka
1) the contract would be binding upon the parties 


2) do incorporate an arbitration clause in the contract that in event of any disputes between parties shall be subject to jurisdiction  at Bangalore only 
Ajay Sethi
Advocate, Mumbai
23383 Answers
1228 Consultations
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The terms are more or less okay but the clause of non-compete Will have to be taken into account.
I am not sure what more you want to know through this query except points on drafting the agreement.
I must mention that drafting such agreement requires skilled job of a lawyer for which you have to get in touch privately.
If you want my service on this issue please feel free to get in touch.
Devajyoti Barman
Advocate, Kolkata
5248 Answers
54 Consultations
4.9 on 5.0
You can enter in to such type of agreement. you have to have full proof agreement to make it enforceable.

Execute the agreement India so that Indian court will have jurisdiction over the contract.

Or both the companies can agree to the clause to submitted themselves to jurisdiction of the court in india exclusively.

Get the agreement vetted by Advocate before executing it.
Sandeep Hegde
Advocate, Bangalore
361 Answers
97 Consultations
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The Terms or conditions what you have mentioned in your question seems to be genuine and acceptable by both the parties.
if you want to add any other conditions which you think would avoid litigation in future, you can contact a prudent lawyer in your locality or elsewhere who would be able to drat a proper contract agreement with technical terms making it legally valid.
The arbitration clauses may be added.
You can add jurisdiction for all disputes to be in your city.
T Kalaiselvan
Advocate, Vellore
14158 Answers
128 Consultations
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1. If it is a LLP it cannot be a company.

2. The clauses desired by you should be incorporated in a flawless agreement which you must execute with the German company. The legal rights of both the parties will flow out of the agreement after it has been executed.

3. There is no bar to creation of a contract between two entities in two countries. Since disputes are inevitable in execution of contracts you should decide the jurisdiction of dispute settlement and incorporate it in the contract.
Ashish Davessar
Advocate, Jaipur
18256 Answers
450 Consultations
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1. The  Jurisdiction of the Court to settle any future dispute should be clearly mentioned in the legal contract,

2. The Arbitration clause also should be mentioned in details in the said contract,

3. If possible, some security amount for the specific period of the contract can be kept to secure the payment (if you are to receive payment from the foreign company).
Krishna Kishore Ganguly
Advocate, Kolkata
12143 Answers
233 Consultations
5.0 on 5.0

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