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Recital in a contract plays the role of introducing

the nature of contractual relation and also

mentions respective parties contribution to a

contract. It basically creates the basic foundation

of a contract and introduces the backgroundinformation.

Commonly used or industry specific words, user defined words, or common abbreviations. Some

may include the definition clause at the outset. Some prefer to define the words as they appear in an

agreement draft for the first time. Some include it at the end of the draft. And some may even take

the abundant caution to create an appendix for the definitions.

Care should be taken while drafting this,- especially for popular industry terms. For example: One

may argue- Why I should include an abbreviated name of a statutory body- already popular by its

short name in a particular jurisdiction-? It is possible that the same abbreviated name is being used

for two different agencies- one popular and another not so popular- in the same jurisdiction. Or, may

be parties to the contract are from two different jurisdiction and both have agencies in theirrespectively jurisdictions using the same, similar or confusingly similar abbreviated name. So, it is

always better to write the complete and unabbreviated name against the short abbreviated name,

using it as definition throughout the contract. It is necessary to include in such definitions, the

object that such agencies may fulfill in relation to the transaction contemplated under the contract.

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A simple draft of Indemnity clause in a contract will look like:

A agrees to indemnify, defend and hold harmless B, its directors, employees, affiliates, etc., from all third party claims arising out of or relating to:

a.

b.

The above clause can be modified to include various events for which A will indemnify B.

The basic premise behind an indemnity clause is to protect B from all third party claims. Most of the indemnity clauses that you will see in contracts

that you will come across will only protect Bs interest when a third party makes a claim against B for act or omissions of A.

The law in India categorically gives B the option to claim indemnity from acts and omissions of a third party as well. One of the prominent example of

such type of contract will be a contract of insurance. By the way contract of insurance works on different footing all together and is regulated in India

by many

Is is important to remember here that in any contract both parties agree to a give and take relation, a commercial arrangement, having serious

ramifications for both. Parties to a contract can foresee most of the provisions that they should put in black and white in an agreement. But, there will

be a time when their obligations under a contract are dependent on third party goods or services that they may be using.

A notice clause states how the parties to a contract will communicate with each other in written form. It may seem too simple and obvious to

include in your contract, but if you don't lay it out, you may leave yourself open to problems.

It is important that the notice is "effective upon delivery," and that delivery must be evidenced in some provable manner. When

communications are sent between parties, you don't want the other party to be able to claim that it was not received. This clause avoids that

situation. Increasingly, notices may also be valid through e-mail communication.

A typical confidentiality clause contains the definition of confidential information , states that you agree not to disclose confidential informationto anyone or use it an any way other than for the purpose of performing your duties to the client, and provides an exclusion so that you may

disclose confidential information if you are ordered to do so by a Court.

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