Scenario: Jane is a freelance graphic designer who has been approached by a local restaurant,

‘Delicious Bites’, to create a new logo and design their menu. After initial discussions, Jane and the
restaurant's owner, Mark, decide to formalise their agreement through a contract. Details of the
Contract: - Jane and Mark have agreed on the scope of work, deliverables, and the project timeline. -
The agreed-upon fee for the logo design and menu design services is Rs 50,000/-. - Both parties
intend to sign a written contract to ensure clarity and avoid misunderstandings.

Exercise 1: Introduction to Contracts [10 marks]

Questions:

1. What essential elements should be included in the contract between Jane and Delicious Bites?

1. Title [service agreement]

2. Parties
3. Recitals
4. Scope of the services
5. Payment
6. Responsibilities/Obligations
7. Intellectual property
8. Dispute Resolution

2. How should the scope of work be accurately defined in the contract? Draft a clause showcasing
the same.

4. Scope of services

4.1 The Parties agree, under this Agreement, Jane shall deliver the following services to Mark:

4.1.1 Jane shall provide Mark with a logo which is original in nature and free from any intellectual
property infringement.

4.1.2 Jane shall provide Mark with a original menu designed to suit the needs as provided by Mark

4.1.3 Jane shall also provide revisions/additions to the designed logo and menu, if provided by
Mark.

4.2 Jane agrees to render the completed services under clause [1.1] within 30 working days from
the effective date of this Agreement.

4.3 Jane shall adhere to the quality standards as prescribed by Mark.

3. Draft a clause for payment terms of the contract.

5. Payment

5.1 Jane shall receive a total consideration of Rs. 50,000 (Rupees fifty thousand) for rendering the
services stipulated under clause [1.1].

5.2 Jane shall receive the consideration under clause [2.1] within 7 working days of finishing and
approval of her services as stipulated under clause [1.1] and raising the final invoice for her services.

5.3 Jane shall receive the consideration in cheque.

5.4 If the required quality standards are not met by Jane, Mark has the right to deduct/decline
payment to Jane as per the terms of this Agreement.

5.5 Any additional expenses incurred by Jane in rendering the services under clause [1.1] shall be
reimbursed by Mark upon review of the invoices raised.

5.6 Any default in payment by Mark can be construed as a breach of the terms of this Agreement
and shall be liable to a penalty.

Exercise 2:

1. How can Delicious Bites ensure that the design and logo is protected? Name the clause that would
ensure this and draft it.

Delicious Bites can ensure that the design and logo is protected by copyrights and trademarks. In
India, the safeguarding of logos and design is meticulously structured under the Trade Marks Act,
1999.

Intellectual Property is the clause that would ensure the protection of design and logo.

7. Intellectual Property

7.1 Delicious Bites shall remain the owner and retain all the rights and title regarding to the design
and logo provided by Jane.

7.2 Jane shall retain the right to showcase her work in her portfolio regarding to the formation of
the design and logo.

7.3 Jane shall provide Delicious Bites with a logo which is original in nature and free from any
intellectual property infringement.

7.4 The Parties agree, under this Agreement, Delicious Bites shall have the following Usage Rights
regarding to the design and logo:
7.4.1 Delicious Bites have the right to print the design and the logo with its name on it.

7.4.2 Delicious Bites have all the rights regarding to the digital media of the design and logo such as
promotion, articles, and posts.

7.4.3 Delicious Bites have the right for modifications in the design and logo if needed.

7.4.4 Delicious Bites have the right to allow other companies/organizations to use their design and
logo, subject to prior permission.

7.5 Delicious Bites have the right to provide notice to other company/companies in case of
copyright infringement of their design and logo.

7.6 Delicious Bites have the right of prohibition against the trademarks which are identical or
similar to their registered trademarks as it will create possibility of confusion.

7.7 Delicious Bites have all other additional usage rights regarding their design and logo as
protected by the Trade Marks Act, 1999.

2. Which clause can be added to address any potential disputes between Jane and Delicious Bites?

Dispute Resolution clause can be added to address any potential disputes between Jane and
Delicious Bites.

8. Dispute Resolution

8.1 Any dispute or difference arising between the parties out of the agreement can be settled
by arbitration in accordance with the provisions laid down under “The Arbitration and
conciliation Act, 1996”.

8.2 The seat of the redress shall be in Mumbai, and the language of the proceedings shall in
English and Marathi.

8.3 The Arbitration shall be conducted by a sole arbitrator, who shall be appointed in
accordance with the provision under The Arbitration and conciliation Act, 1996. The Arbitrator
appointed shall be through mutual agreement of both the parties.

8.4 The Award by the arbitrator shall be binding on both the parties and if any party fails to
oblige, they shall be fine with a sum decided by the arbitrator as per the damage caused due to
non-adherence.

8.5 The costs and the fees associated with the arbitration shall be borne as determined by the
Arbitral Tribunal in the Award. In case, not determined by the Tribunal, then both party shall be
liable to equally borne the cost.