How-To Guide

How to Draft a Legal Contract in India: Step-by-Step Guide

Q: What are boilerplate clauses in a contract?

Standard provisions including governing law, jurisdiction, force majeure, entire agreement, severability, waiver, assignment restrictions, notices, and amendments.

Q: Should I use an AI tool or a lawyer to draft contracts?

Both. AI tools are excellent for initial drafting, compliance checks, and identifying missing clauses. For complex or high-value contracts, human legal review is essential.

February 12, 2026 • 10 min read

A contract is only as good as its drafting. Poorly drafted contracts lead to disputes, losses, and expensive litigation. Whether you're a business owner, freelancer, or startup founder , knowing how to draft a solid contract is an essential skill. This step-by-step guide teaches you how.

Step 1: Identify the Essential Elements

Under the Indian Contract Act 1872, a valid contract requires:

Offer (Section 2(a)): One party makes a clear proposal
Acceptance (Section 2(b)): The other party agrees to the exact terms
Consideration (Section 2(d)): Something of value exchanged (money, services, goods)
Capacity (Section 11): Parties must be of legal age (18+), sound mind, and not disqualified by law
Free Consent (Section 14): No coercion, undue influence, fraud, misrepresentation, or mistake
Lawful Object (Section 23): The purpose must be legal

Step 2: Structure Your Contract

A well-structured contract follows this standard framework:

📋 Title & Preamble

"SERVICE AGREEMENT" or "SUPPLY CONTRACT" , clearly identify the type. The preamble introduces the parties and the purpose: "This Agreement is entered into on [date] between [Party A] and [Party B] for the purpose of [brief description]."

📋 Recitals (Whereas Clauses)

Background context. "WHEREAS Party A is engaged in the business of..." These aren't legally binding but help interpret the contract's intent if disputed.

📋 Definitions

Define key terms used throughout. "Confidential Information means...", "Deliverables means...", "Effective Date means..." Prevents ambiguity and disputes over meaning.

📋 Operative Clauses

The core terms: scope of work, payment, timelines, obligations, warranties, representations. This is the "meat" of the contract.

📋 Boilerplate Clauses

Standard clauses that appear in most contracts: governing law, jurisdiction, entire agreement, amendment procedure, severability, waiver, notices, assignment, force majeure.

📋 Execution Block

Signature lines for all parties, witness signatures, date of execution, place of execution.

Step 3: Draft Clear, Unambiguous Language

The #1 rule of contract drafting: clarity over elegance.

❌ "The party of the first part shall endeavour to..." → ✅ "Party A will..."
❌ "Reasonable efforts" (what's reasonable?) → ✅ "Complete within 30 business days"
❌ "As soon as possible" → ✅ "Within 5 business days of written notice"
Use "shall" for obligations, "may" for permissions, "will" for commitments
Define every term that could be interpreted in more than one way
Use numbered lists for multiple items (easier to reference in disputes)

Step 4: Include Protective Clauses

Limitation of Liability: Cap maximum exposure. "Total liability shall not exceed the total fees paid under this Agreement."
Indemnification: Who covers what? "Party A shall indemnify Party B against claims arising from..."
Termination for Cause: "Either party may terminate upon 30 days' written notice if the other party materially breaches and fails to cure within 15 days."
Confidentiality: Protect shared information with specific definitions and survival terms.
Force Majeure: Cover unforeseeable events. List specific events (pandemic, natural disaster, government action).

Step 5: Review & Finalize

Read the complete contract aloud , convoluted sentences become obvious
Check all cross-references match (Section 3.2 actually exists and says what you think)
Verify all defined terms are actually used (and used consistently)
Ensure no conflicting clauses exist
Run it through an AI contract review tool for a quick sanity check
Have both parties' legal counsel review

Common Drafting Mistakes

❌ Copy-pasting from templates without customizing: Every business relationship is unique
❌ Using "and/or" ambiguously: Courts have ruled differently on this , be explicit
❌ Missing entire agreement clause: Without it, verbal side agreements may be enforceable
❌ No stamp duty: Unstamped contracts are inadmissible in court
❌ Ignoring state-specific requirements: Contract law varies by state in India (stamp duty, registration)

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Key Takeaways

✅ Every valid contract needs offer, acceptance, consideration, capacity, and consent
✅ Structure matters, use clear sections: preamble, definitions, operative, boilerplate
✅ Prioritize clarity over legalese
✅ Include protective clauses: liability cap, indemnification, termination, force majeure
✅ Always stamp and register as required by your state's laws

Frequently Asked Questions

What are the essential elements of a legal contract in India?

Under the Indian Contract Act 1872, a valid contract requires offer and acceptance, free consent, competent parties (major, sound mind, not disqualified by law), lawful consideration, lawful object, and certainty of terms. Contracts may also need stamping and registration depending on the type.

What is the difference between a contract and an agreement?

All contracts are agreements, but not all agreements are contracts. An agreement becomes a contract when it is enforceable by law, meaning it meets all requirements of Section 10 of the Indian Contract Act. Social agreements and agreements without consideration (with exceptions) are not contracts.

What are boilerplate clauses in a contract?

Boilerplate clauses are standard provisions found in most contracts, including governing law, jurisdiction, force majeure, entire agreement, severability, waiver, assignment restrictions, notices, and amendments. While often considered routine, poorly drafted boilerplate clauses can create significant legal issues.

Should I use an AI tool or a lawyer to draft contracts?

Both. AI tools like Contract Shield are excellent for initial drafting, compliance checks, and identifying missing clauses in standard contracts. However, for complex, high-value, or novel contracts, human legal review is essential. The best approach is AI-assisted drafting followed by lawyer review for final validation.