Commercial Transactions

Introduction

Transactions define how businesses operate, compete, and grow. Our Commercial Transactions practice helps clients capture these opportunities by structuring and executing deals that enable innovation while managing legal, regulatory, and commercial complexity.

Our Experience

We regularly advise on a wide variety of commercial contracts such as:

Softare and Networking (SaaS, Software Licensing, and Software Subscription agreements (whether on-prem and or on cloud), creative MSAs, cloud hosting and infrastructure agreements, IT outsourcing, development and source code escrows, white-labelling and private-label arrangements, marketplace and platform participation terms, app-store distribution, API and developer terms); Data Processing (DPAs, controller-to-controller and joint controller arrangements, cross-border transfer instruments, data licensing including training-data licences, and confidentiality agreements); Artificial Intelligence (model and API licensing, training-data provenance and licensing, procurement addenda addressing output ownership, indemnity for infringing output and liability for erroneous output, evaluation and red-teaming services, and annotation and human-in-the-loop services); User-facing en-masse contracts (terms of service and end-user licence agreements, acceptable use policies, privacy notices and consent architecture, community guidelines, and returns and refund policies); and commercial wrappers (term sheets, memoranda of understanding and letters of intent, framework and rate-card agreements, teaming and consortium agreements, strategic alliances and joint ventures, and vendor onboarding and procurement terms).

Media and entertainment; (licensing across SVOD, AVOD and TVOD windows, syndication, co-production, chain-of-title documentation, format licensing, and territorial sub-licensing); Talent and Music (artist, director and writer agreements, and synchronisation, master use, publishing and collecting society licences); Brand and Commercial exploitation (merchandising and brand licensing, sponsorship, brand integration and product placement, influencer and creator agreements, and sports and media rights); and Ad-tech (insertion orders, demand-side and supply-side platform terms, ad-network agreements, programmatic and real-time bidding arrangements, IAB Transparency and Consent Framework and consent-signal arrangements, measurement, attribution and verification vendor agreements, and retail media agreements).

E-commerce. Supply and seller arrangements (marketplace seller onboarding, vendor supply agreements under the inventory model, private label and contract manufacturing, and dropship arrangements); fulfilment (warehousing, last-mile logistics, and reverse logistics); and consumer-facing and programme terms (gift card and loyalty programme terms, catalogue and feed syndication, franchise agreements, and consumer terms built to the Consumer Protection (E-Commerce) Rules).

Telecom and Satcom. Network and interconnection (interconnect and interconnect usage charge agreements, national and international roaming, peering and transit, and MVNO agreements); infrastructure (passive and active infrastructure sharing, IP-1 and IP-2 arrangements, indefeasible rights of use and submarine cable capacity, bandwidth and dark fibre leases, colocation and data centre agreements, and right-of-way agreements); Spectrum and E quipment (spectrum trading and leasing, and network equipment supply and managed services incorporating trusted-source requirements); enterprise and consumer (MPLS and SD-WAN connectivity, and handset bundling and device financing); and satellite communications (transponder and satellite capacity agreements, landing rights, ground-station-as-a-service, gateway hosting, earth station operation agreements, and arrangements linked to IN-SPACe authorisation). .

We negotiate directly with counterparties and, where a client prefers to hold the relationship itself, support its team from behind. Before a negotiation opens we work with the business to establish which commercial positions are worth defending, which concessions are available in exchange, and the point at which a deal ceases to be worth doing — so that trade-offs are made deliberately rather than under deadline pressure. We are accustomed to high-volume, time-sensitive contracting environments in which turnaround speed matters as much as the terms secured, and to negotiations conducted against counterparties of significantly greater bargaining power.

For clients contracting at scale, we build negotiation playbooks: standard-form templates paired with a library of pre-approved fallback positions, drafting notes explaining the risk each clause allocates and why it matters, and escalation thresholds identifying which deviations a business team may accept and which must come to legal. This allows routine agreements to be closed without legal review and concentrates our involvement on the matters that genuinely warrant it. We revise these playbooks as regulatory positions, market practice, and the client’s own risk appetite change.

We train legal, commercial, procurement, and product teams on contract negotiation and the practical application of a playbook, as well as on the regulatory areas that recur in TMT contracting — data protection, intellectual property, and advertising and consumer requirements among them. Sessions are built around the client’s own agreements and the issues its teams actually encounter, rather than generic material. We also brief senior management and boards on the risk allocation embedded in key commercial arrangements, so that decisions taken at that level are informed by the positions the organisation has in fact accepted.

Our lawyers are frequently seconded to client teams, giving us hands-on insight into the operational challenges encountered by product and business teams, and enabling us to provide support that is practical, responsive, and aligned with business needs. With cross-border experience spanning multiple jurisdictions, we design structures that support global rollouts while addressing compliance with data protection, consumer, and sector-specific laws.

Select Mandates

-Advised a satellite capacity service provider with their India operations including structuring their transactions in India.

-Advised a satellite communications company with its distribution agreements for downstream VNOs, POS engagements and interconnection arrangements.

-Advised one of India's prominent group companies for its retail arm, on various offerings rangining from healthcare, fashion/retail, e-commerce, high-end luxury, furniture, and other special projects.

-Advised one of the largest Indian film production and film distribution company with its day to day affairs across development, production, licensing and syndication deals; including various cross-border projects.

- Advised a sports analytics platform with its various deals with international sports federations and local engagements within India.

- Advised one of the country's first few microdrama platforms with its fast-paced content acqusition strategy post its fund raise across various geographies such as China and South Korea; included training of executives and creating playbooks for them

-Advised a leading cloud based CRM solution as their product counsel for marquee product suite, and extensively advised on rolling out AI based products and features.

-Advising a Fortune 500 manufacturing company with their IT/ITeS commercial contracts management and procurement of Generative AI solutions.

-Advised a digital media company on cross-border syndication and monetisation of content with global streaming and OTT partners.

-Supported an OTT platform with high value Ad-Tech campaigns and media buys via programmatic and real-time bidding agreements in line with international standards, such as IAB TCF.

-Advised a digital media operator on compliance issues around data governance and audience targeting, including implementation of notice, consent and opt-out requirements for serving targeted or contextualized advertisements to users.