MASTERING

ART OF THE
CONTRACT
REVIEW

INDEX
S. No. Contents Page No.
Building a Career in Corporate Law
• Your ideal student journey 3
• Understanding different Practice Areas in Corporate Law 5
• Working towards a career in a corporate law firm 10
Mastering the Art of Contract Review
• Project on Contract Review 11
• Contract Review and Formatting Checklist 12
• Common Mistakes to avoid while Drafting and Reviewing Contracts 14

YOUR IDEAL STUDENT JOURNEY

1st & 2nd Year: Foundation and Exploration
Academics: Imagine your first year laying the groundwork for your legal journey. It's like setting up a solid
base. Focus on grasping fundamental concepts of law. This isn’t just about reading; you need to engage with
the laws so that they make sense to you. Here are certain things that you can follow-
• After each class, try to summarize what you've learned in your own words.
• Create a habit of seeking feedback on your understanding and application of legal concepts.
• Try to see the connection between the legal concepts you're learning and current events or historical
cases. How do the principles apply in real life?
• Practice critical thinking by reading legal cases and try to predict the judgment before seeing the actual
outcome, then analyze the reasoning behind it.

Internships: Look for opportunities to intern with NGOs and research centres in the 1 st year. They offer the
ideal exposure a new law student needs – insight into what law entails without expecting a knowledge of law.
In the 2nd year, aim for internships or shadowing opportunities in courts, forums, government agencies and
think tanks. Early exposure helps in understanding the practical application of law and assists in deciding
which areas of law you might be interested in.

Extracurricular Activities: Join different committees and cells offered by your college. Since your initial
years at a law school are all about exploring, try to participate in debate clubs, moot court competitions,
cultural activities, MUNs or legal aid clinics offered by your college. This will help you enhance your public
speaking, research, and writing skills. Moot courts and debates also introduce you to a competitive legal
environment early on. You can also start writing blogs/short articles for websites on the laws that you have
studied or that interest you.

Networking and Personal Branding: Create a LinkedIn profile to connect with professionals and join legal
forums or groups relevant to your interests. You can use this platform to share your achievements,
internships, and articles you've written. Remember to be active on this platform even if you don’t have
anything significant to share in these initial years. You can engage with content posted by professionals and
experts in your area of interest. By doing this you’ll be able to establish an early professional presence and
build a network that can be leveraged for future opportunities.

Some Questions you might have at this stage-

3rd Year: Introduction to Corporate Law & Skill Development

Academics: This year you’ll be introduced to corporate laws, procedural laws and other substantive laws.
Ensure you learn to interpret them correctly, not just memorize them for clearing exams. Further, select two
or three areas of law that interest you the most. Allocate extra time outside of classes to delve deeper into
these subjects. You can do this by exploring related case studies, academic articles, and recent developments
to gain a comprehensive understanding.

Internships: Most law firms allow students to intern with corporate law teams from the 3 rd year onwards. So,
this is the year to start interning with corporate law firms! Aim to intern with teams that will not limit
exposure to a particular area of law. This is the time to explore your interests! It is also essential to do at least
one internship with a litigation lawyer and get introduced to the trial procedure. A basic understanding of
both will always lead to a well-rounded lawyer.

Extracurricular Activities: Engage in prestigious national moot court competitions or form a team with
seniors for an international moot. You can also consider writing full-length research papers/articles/case
analysis for law journals.
Remember to target UGC Recognized or Peer Reviewed journals for your publications. This will help you
develop specialized knowledge and enhance your legal writing and research skills, contributing to your
personal brand.

Networking and Personal Branding: Ensure you have connected with most of your college alumni and
seniors. Start building a more focused network by attending conferences, seminars, and workshops in your
chosen field.

Some Questions you might have at this stage

4th and 5th Year: Specialization

Academics: If your law school offers specializations/ electives, make sure you choose them wisely. Don’t
choose the ones which are easy to clear and get good grades, Instead, prioritize courses that challenge you
intellectually and provide opportunities for deepening your understanding of the law. Reflect on your long-
term career aspirations and the specific areas of law you're passionate about. Consider how each elective or
specialization aligns with these goals and interests.

Internships: Aim to build on your previous internships. If there were any areas that piqued your interest, and
teams that you enjoyed working with, work towards getting another internship with them. These are the
internships that could lead to job offers. Focus on demonstrating value and integrating into the professional
environment.
If you haven’t figured out your area of interest, that is okay too! But make sure you keep exploring and
negating practice areas you did not find interesting. Target good internships, including those in top law firms,
related to your interest area. Pick firms/organizations accordingly. Instead of getting too many names on the
CV, try re-interning at law firms that you like or aim to work at, this can get you good Preferred Provider
Organisaton (PPO) offers. Remember, internships in your final year are critical for securing employment post-
graduation, as they can directly lead to job offers.

Extracurricular Activities: Take the initiative to apply for leadership roles within your law school's research
centres, committees, or cells. You can demonstrate your commitment and capabilities by actively contributing
to projects and initiatives and showcase your leadership potential through your actions. This will help you
enhance your resume and learn soft skills such as communication, teamwork, and leadership. These skills are
highly valued by employers and will set you apart during job interviews.

Write and publish research papers on topics relevant to your chosen area of practice. Look for opportunities
to collaborate with faculty members or professionals in the field. Participate in national or international moot
court competitions which align with your areas of interest/specialization.
Networking and Personal Branding: Narrow your professional contacts to those most influential in your
intended career path. Offer to collaborate on projects or co-author articles. Collaborating with established
professionals can lead to mentorship opportunities and increase your visibility in the field. Make sure you
have your professional resume ready by now and your LinkedIn profile has all your accomplishments listed.
Additionally, be aware of the placement scenario in your law school and start working in that direction.

Some Questions you might have at this stage

UNDERSTANDING DIFFERENT PRACTICE AREAS IN CORPORATE LAW

Corporate / Mergers and Acquisition
• Assist clients with equity and debt financing arrangements, including public offerings, private
placements, venture capital, and bank financing. This encompasses drafting and negotiating financing
agreements, compliance with securities laws, and advising on regulatory approvals.
• Developing the ability to craft legal opinions and memoranda is key. This skill set involves conducting
thorough legal research, analyzing legal issues critically, and effectively communicating complex legal
ideas in a way that is easy for clients to understand.
• Advising clients on insolvency and bankruptcy proceedings under the Insolvency and Bankruptcy
Code, 2016. This includes representing creditors and debtors in insolvency resolutions, liquidations,
and restructuring processes.
• Contract drafting and negotiation is a vast facet of corporate law, learn to draft sale, purchase, supply,
distribution, service and other contracts related to various subject matters of corporate.
• Advising companies on corporate governance practices and ensuring compliance with statutory
obligations under the Companies Act, 2013 and other applicable regulations. This includes
preparation and filing of annual returns, maintenance of statutory registers, and compliance with
board and shareholder procedures.
• Represent companies in litigation before various courts, tribunals, and regulatory bodies, including
disputes related to contractual matters, statutory compliance, director and shareholder issues, and
other corporate matters.

Banking and Finance Laws

• Advise banks and financial institutions on regulatory mandates and assist on interfacing with the
Reserve Bank of India (RBI).
• Advise Indian public and private sector banks and financial institutions on strategic investments and
mergers and acquisitions.
• Private equity, financial regulatory, capital markets and restructuring and insolvency fully arm the
Firm to counsel borrowers, lenders, strategic debt investors and buyers in distressed debt and
restructuring situations.
• Work involves various domestic and cross border structured financing transactions with varied
complexity, covering acquisition finance, project finance, private Debt Capital Markets (DCM),
securitization, and debt restructuring. This includes distressed investments, enforcement and
winding up, advisory, regulatory, and mergers and acquisitions in the financial services sector.

Capital Market
• Capital markets transactions typically involve multiple deal team members, including legal counsel,
auditors, selling shareholders, the issuer company and the investment banks.
• Advising on equity and debt capital market transactions.
• Assistance on Equity and Equity-Linked Instruments including Initial Public Offerings (IPOs),
Preferential issues, Private placements, Qualified institutional placements, Foreign Currency
Convertible Bonds (FCCBs), and Overseas listings of Global Depository Receipts (GDRs).

Competition Law
• Assisting clients in cartel investigations, including advising on leniency applications where
appropriate. Law firms help clients navigate the complexities of cartel laws and leniency programs to
minimize penalties.
• Providing advice on the competition law aspects of commercial agreements, such as distribution,
licensing, and supply agreements, to ensure they do not violate competition laws.
• Advising clients on the competition law implications of mergers, acquisitions, and joint ventures. This
includes conducting due diligence, preparing and submitting notifications to the Competition
Commission of India (CCI) for approval of mergers and acquisitions, and ensuring compliance with
merger control regulations.
• Understand the applicability of non-compete clauses in agreements and contracts.
• Conducting audits of clients’ business practices to identify potential competition law risks and
advising on remedial measures to mitigate such risks.

Dispute Resolution- Litigation

• Assisting clients with dispute avoidance, strategic advice, pre-litigation/litigation service and
enforcement.
• Representing domestic clients before the Supreme Court of India, various High Courts and Tribunals
in India.
• Handling various types of litigation, including commercial disputes, intellectual property rights
disputes, employment disputes, and real estate disputes.
• Drafting the arbitration clause.
• Assisting clients with disputes involving parties from different jurisdictions.
• Process and advising on the appointment of arbitrators.
• Representing employers and employees in disputes related to employment contracts, wrongful
termination, discrimination, and labor law violations.
• Advising and representing clients from the commencement of arbitration until the final hearing of the
matter.
• Advising businesses on compliance with consumer protection laws to avoid disputes.
• Assisting in enforcing arbitral awards and taking recourse against awards.

White Collar Crimes

• Advice on and conducting internal and regulatory investigations across the globe, covering complex
internal and cross-border investigations into inter alia, financial statements frauds, bribery and
corruption, kickbacks, vendor fraud and data theft, etc.
• In addition to a commercially sound approach, clients value the mature and refined strategies devised
by the law firms, which are vital in handling sensitive and political matters.
• Advise clients globally on issues pertaining to anti-bribery compliance, Foriegn Corrupt Practices Act
(FCPA), regulatory risk assessment, risk-mitigation and pre-acquisition diligence.
Corporate restructuring and Insolvency Laws
• Advice and assist in implementing restructuring through the formal court or tribunal process,
including the formulation of strategies in line with the prevalent legal, regulatory and policy
framework, preparation of schemes, and legal representation in courts and tribunals.
• Advice on the Insolvency and Bankruptcy Code, 2016 including the restructuring and insolvency
process contemplated therein.
• Advice and assistance in drafting, negotiating and finalizing relevant transaction documents,
including applications, petitions and resolutions.
• Drafting, negotiating and finalizing restructuring plans and transaction documents, including Master
Restructuring Agreements, Debtor Creditor Agreements and Inter-Creditor Agreements.
• Advice and assist in structuring and implementing an exit strategy for investors from stressed assets,
including under a strategic sale, demerger, slump sale and auction.
• Advice and assist in the liquidation process available to debtors under the legal, regulatory and policy
framework, including the Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016.
• Representing clients before various courts, tribunals and judicial and quasi-judicial authorities.
• Advice and assist in formulating and structuring strategies for litigation and dispute resolution.

Intellectual Property Rights

• Creating documents related to intellectual property (IP), like confidentiality agreements, permission
to use IP agreements, and ownership transfer agreements. This requires a deep understanding of IP
laws and the skill to manage IP assets in a way that supports business goals.
• Understand how to incorporate sensitive IP information in Non-Disclosure Agreements, without
restricting the flow of key information.
• Filing and prosecuting Trademark and Service Mark applications internationally with the cooperation
with foreign associates or under the Madrid Protocol.
• IP firms are majorly involved in defending their clients' IP rights through legal proceedings. This
includes filing lawsuits against infringement, counterfeiting, and piracy, and defending against claims
of infringement by others.
• Conducting thorough examinations of IP assets in the context of mergers, acquisitions, investments,
and other business transactions to assess the value and risk associated with IP portfolios.

Media and Entertainment Law

• Assist clients navigate advertising and marketing laws, make viable content campaigns, products and
advise on ethics-related issues.
• Assist in drafting and negotiating cutting-edge technology agreements on areas as diverse as co-
location, online user arrangements, payment portals, platforms, and the shared economy model.
• Provides protection to names, titles, words, letters, graphic artwork, shape of products, words and
combination of colors.
• Advise and assist in advertising companies, broadcasters, movie producers, authors, artists, music
composers, sound recording companies, OTT platforms, etc. in protection of their rights as well as
enforcement of their rights in complex litigation before the Indian courts.
Data Protection and Privacy Laws
• Assist clients formulate their data protection management program, develop data protection policies,
document data flows within their organization and categorize sensitive personal data to ensure that
requisite controls are put in place to safeguard such data from threats.
• Conduct training sessions within client organizations to educate them on compliance requirements
relating to collection, handling and processing of personal data, guiding them on best practices to
mitigate data breach risks.
• Regulatory compliance with Indian and international laws for the processing of data.
• Legal requirement for consent, processing, documentation, storage, transfer of personal data.
• Digital Personal Data Protection Act (DPDPA) and General Data Protection Regulation (GDPR)
compliance.
• Advising Data Fiduciaries/Significant Data Fiduciaries and Data Protection Officers (DPO).
• Review of Data Protection Impact Assessment (DPIA).
• Advise on third party data transfer and processing.

Employment / Labour Laws

• Compliance with Employment and Labour Laws in India.
• Drafting of all related documents such as Letter of Offer, Employment Agreements, Employment
Manuals, among others.
• Drafting company employment/ HR policies and compliance manuals.
• Structuring and drafting Employee Stock Options Plans.
• Drafting Sexual Harassment Policies.
• Assist in downsizing and retrenchment.

Taxation Laws
• Services relating to tax assessments, tax advisory, structuring and investment strategy, due diligence
and litigation.
• Advice clients on issues relating to business re-structuring, setting up new units, withholding taxes,
royalty and fee for technical services, transfer pricing and contracting.
• In M&A transactions, investment structuring, tax due diligence, and review are conducted, along with
advice on various clauses that impact tax working.
• Offering strategies for minimizing tax liabilities while ensuring compliance with the law.
• Providing expertise on the implications of Goods and Service Tax (GST) on business operations.
• Advise on Goods and Service Tax (GST) compliance, registration, and filing of returns.

Real Estate Laws

• Advise on development rigts, end-use restrictionsenvironmental clearances and approvals.
• Diligence support to asceertain adequacy of titl, ownership, lien, documentation and compliance.
• Entry and finance arrangements for acquisition, disposals, property and portfolio managemet.
• Proficiency in drafting and negotiating commercial leases, also structuring Foreign Direct Investment
(FDI) into real estate projects in India.

Private Client Practice

• Draf wills and trusts to ensure the orderly distribution of assets.
• Advise on wealth management and preservation strategies.
• Structuring investments to achieve tax efficiency and financial goals.
• Provide legal guidance on succession laws applicable to different religions and personal laws.
 • Assist in preparing succession plans to smoothly transition the ownership and management of family
businesses.
• Advise on the legal structuring of family businesses.
• Draft family constitutions and agreements to manage governance and resolve disputes.
• Provide guidance on corporate governance practices.
• Advisie on the establishment and management of charitable trusts and foundations.
• Structure philanthropic initiatives to achieve social impact and tax benefits.

WORKING TOWARDS A CAREER IN A CORPORATE LAW FIRM

SKILLS NEEDED TO KICKSTART A CAREER IN CORPORATE LAW

PROJECT
Your task is to identify and correct the mistakes in this Agreement, including spelling errors, punctuation
mistakes, factual inaccuracies, legal inconsistencies, logical inconsistencies, and issues.

Joint Venture Agreement

This Agreement of Sale ("Agreement") is made and entered into on this 30th day of February 2024, by and
between:

Seller: XYZ Electronics Pvt. Ltd., a company incorporated under the Companies Act, 1956, and having its
registered office at Plot No. 45, Electronic City, Bangalore, Karnataka, India (hereinafter refered as "Seller").

Buyer: ABC Retailers Ltd., a partnership firm registered under the Partnership Act, 1932, and having its place
of business at Shop No. 10, Market Street, New Delhi, India (hereinafter referred as "Buyer").

Recitals
WHEREAS, the Seller, a company incorporated three years ago, is engaged in the business of manufacturing
and selling elektronic goods; and
WHEREAS, the Buyer wishes to purchase 250 units of XYZ Smartphones from the Seller;
NOW, THEREFORE, in consideration of the mutual covenants, and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Sale of Goods
1.1 The Seller hereby agrees to sell, and the Buyer agrees to buy 500 units of XYZ Smartphones for a total
purchase price of INR 1,00,000 (Indian Rupees One Hundred Fifty Thousand only), exclusive of GST and other
applicable taxes.

2. Payment
2.1 The Buyer shall make payment of the purchase price in the following manner: a 25% advance payment
upon execution of this Agrement, and 50% upon delivery of the Goods.

3. Delivery
3.1 The Seller shall deliver the Goods to the Buyer's place of business on or before the 29th day of February
2025.

4. Warranties and Representations

4.1 The Seller warrants that the Goods are free from any defects and encumbrances and that it has the right to
sell the Goods to the Buyer.
4.2 The Seller makes no warranties regarding the compatibility of the Goods with other electronic devices,
which contradicts the comprehensive warranty stated in clause 3.1.

5. Governing Law and Jurisdiction

5.1 This Agrement shall be governed by and construed in accordance with the laws of the State of Karnataka,
India.
5.2 Any disputes arising from or in connection with this Agreement shall be submitted to the exclusive
jurisdiction of the courts in New Delhi, Delhi.
IN WITNESS WHEREOF, the parties have executed this Agrement as of the date first above written.

YZ Electronics Pvt. Ltd.

By: ________________________
Name:
Title:

ABC Retailers Ltd.

By: ________________________
Name:
Title:

CONTRACT REVIEW AND FORMATTING CHECKLIST

A thorough examination of any contract is imperative, as it binds parties to legally enforceable commitments,
entitlements, and responsibilities. This checklist illuminates common contractual nuances, facilitating
systematic assessments by non-legal personnel. Note that this checklist does not fully encompass all potential
contractual considerations. Contracts that transcend the purview of this guide typically involve intricate
transactions or specialized legal domains, such as construction, real estate, software licenses, technology
transfers, finance, investment, or employment.
Complete an initial read-through of the contract with an understanding that the parties will be bound by all
terms contained in the contract and anything discussed with the other party that is outside the contract will
not be enforceable.

Helpful questions to consider as you read the contract for the first time:

THE CHECKLIST
Content Review:
◻ Verify all parties' names, roles, and contact details.
◻ Ensure all terms, conditions, and obligations are accurately reflected.
◻ Review the scope of work or services provided.
◻ Check for any ambiguities or inconsistencies in language.
◻ Confirm that all essential terms, such as payment details and timelines, are clearly stated.
◻ Assess the necessary legal clauses, such as dispute resolution mechanisms, indemnification, and termination
clauses.
◻ Ensure that any regulatory or compliance requirements are addressed appropriately.
◻ Double-check any specific provisions or requirements requested by either party.
◻ Review any attachments or exhibits to ensure they are correctly referenced and accurately reflect the
agreement.

Formatting and Presentation:

◻ Check the font type, size, and formatting consistency throughout the document.
◻ Verify that headings and subheadings are clear and properly formatted for easy navigation.
◻ Ensure proper alignment and spacing between paragraphs and sections.
◻ Review the use of bullet points, numbering, or indentation for clarity.
◻ Confirm that all numbered clauses or sections match references within the document.
◻ Check for any spelling or grammatical errors.
◻ Review any logos, seals, or branding elements for proper placement and clarity.
◻ Verify that the document includes appropriate signature lines and spaces for all parties involved.
◻ Check for page numbers and headers or footers, if applicable.
◻ Review any formatting requirements specified in the contract guidelines or templates.
Legal and Compliance Considerations:
◻ Ensure that the contract complies with relevant laws, regulations, and industry standards.
◻ Review any clauses that may be unenforceable or overly restrictive.
◻ Check for any required disclosures, notices, or warnings.
◻ Verify that any intellectual property rights or confidentiality provisions are appropriately addressed.
◻ Assess the inclusion of any necessary boilerplate language or standard contractual clauses.
Final Checks:
◻ Conduct a final read-through to catch any overlooked errors or omissions.
◻ Share the document with relevant stakeholders for their review and input.
◻ Save a final version of the document in the appropriate file format.
◻ Distribute the finalized contract to all parties involved in execution.

COMMON MISTAKES TO AVOID WHILE DRAFTING AND REVIEWING

CONTRACTS

◻ Ambiguous Language: Check for unclear or vague terms that may lead to misunderstandings.
◻ Incomplete Information: Ensure all essential details are included to prevent omissions or oversights.
◻ Undefined Terms: Define and clarify any technical or industry-specific terms used in the contract.
◻ Inconsistencies: Review for inconsistencies in terminology, obligations, or conditions throughout the document.
◻ Lack of Precision: Be precise in expressing obligations, deadlines, and any performance-related terms.
◻ Failure to Address Disputes: Include a dispute resolution clause to outline procedures for conflict resolution.

◻ Overlooking Governing Law: Clearly state the jurisdiction and governing law to avoid legal complications.
Ignoring Boilerplate Clauses: Pay attention to standard clauses like force majeure, confidentiality, and
◻ termination.
◻ Not Considering Future Changes: Anticipate potential changes and include flexibility or amendment clauses.
◻ Neglecting Review by Legal Professionals: Seek legal advice to ensure compliance with laws and regulations.
Failure to Account for External Factors: Consider external factors such as changes in law or economic
◻ conditions.
◻ Overlooking Confidentiality: Clearly outline and protect confidential information to avoid breaches.
◻ Skipping Proofreading: Proofread thoroughly to catch grammatical errors, typos, and formatting issues.
◻ Inadequate Risk Assessment: Evaluate potential risks associated with each contract term.
◻ Ignoring Cultural Sensitivities: Be mindful of cultural nuances, especially in international contracts.
◻ Relying Solely on Templates: Customize templates to fit the specific needs of each contract.
◻ Failure to Obtain Signatures: Ensure all parties involved sign the contract to make it legally binding.
◻ Poor Record-Keeping: Maintain organized records of all contract-related communication and documentation.