Ten contract clauses every Indian founder keeps signing away
The clauses that come up in every SaaS or services agreement — and what the market rate actually is in 2026.
Having read a few thousand founder-signed contracts in the last five years, here's the pattern. These ten clauses are where Indian founders routinely give up more than they need to — often because the other side's template said so.
1. Limitation of liability — uncapped for indemnities
The most common trap. Founders accept a liability cap on their general liability (good) but leave indemnities uncapped (bad). Bring the indemnity inside the cap, or at minimum carve out a super-cap at 2x fees.
2. Indemnity triggers that read as warranties
Ensure the indemnity triggers are actual third-party claims, not mere breach of warranty. Otherwise your indemnity fires on any counterparty assertion that something is off.
3. IP assignment — narrow to the deliverable
Enterprise customers regularly try to assign all IP created during the engagement. Narrow it to deliverables; carve out background IP and derivative improvements.
4. Most-Favoured-Customer
If it's an MFC clause, time-box it (12 months) and exclude strategic partnerships.
5. Jurisdiction and seat of arbitration
Default to Indian arbitration, Delhi or Bangalore seat, under the Arbitration and Conciliation Act 1996. Don't accept foreign seats unless you truly need them — enforcement cost is higher than founders think.
6. Termination for convenience — asymmetric notice
Match the notice period on both sides. Thirty days each way is the current market norm.
7. Force majeure — inclusive, not exhaustive
Use an open-ended 'includes' clause, not a closed list. Post-COVID, counterparties try to close the list.
8. Data processing rider
Post-DPDP, every contract that touches personal data needs an annexed DPA. Without it, you're exposed even if your processor is.
9. Payment terms — net-30 is not the ceiling
Indian startups routinely accept net-60 or net-90 for enterprise customers. Negotiate milestone payments if the cheque cycle is killing your runway.
10. Audit rights — carve out confidentiality
Allow audit, but tie it to reasonable notice, business hours, and a confidentiality undertaking from the auditor.