Author: Ritu

What is SEZ? Or What is SEZ Full form?

What is SEZ? OR SEZ Full Form A special economic zone(SEZ) is a specified area within a country that is treated differently for the purpose of taxation. An SEZ is made with the intention of inviting more and more businesses for trade in a specific area, generating employment and encouraging investment. SEZ in India was firstly introduced in the year 2000 in order to match with global ease of doing business rankings. SEZ is a scheme of ministry of commerce in India to make export promotion. The objective to create an SEZ is make an export favourable ecosystem of money. An SEZ is an export-oriented area with the landmass of India and is considered foreign territory for the purposes of certain taxes. What is SEZ in India? Special Economic area is defined as  means each Special Economic Zone notified under the proviso to sub-section (4) of section 3 and sub-section (1) of section 4 (including Free Trade and Warehousing Zone) and includes an existing Special Economic Zone which means the  state government and central government has jointly and severally powers to declare a place as special economic zone. The Special Economic Act, 2005 makes a clear distinction between an SEZ area and domestic Tariff Area. Under Clause (i) to Section 2 of Special Economic Zone Act, 2005 the “Domestic Tariff Area” is defined as “the whole of India (including the territorial waters and continental shelf) but does not include the areas of the Special Economic Zones;” Domestic tariff area in simple words means any part in India or outside. What happens in a Special Economic Zone? A business in SEZ is exempt for the payment of taxes, duties or cess under all enactments which are given as follows: The Agricultural Produce Cess Act, 1940 (27 of 1940). The Coffee Act, 1942 (7 of 1942). The Mica Mines Labour Welfare Fund Act, 1946 (22 of 1946). The Rubber Act, 1947 (24 of 1947). The Tea Act, 1953 (29 of 1953). The Salt Cess Act, 1953 (49 of 1953). The Medicinal and Toilet Preparations (Excise Duties) Act, 1955 (16 of 1955). The Additional Duties of Excise (Goods of Special Importance) Act, 1957 (58 of 1957). The Sugar (Regulation of Production) Act, 1961 (55 of 1961). The Textiles Committee Act, 1963 (41 of 1963). The Produce Cess Act, 1966 (15 of 1966). The Marine Products Export Development Authority Act, 1972 (13 of 1972). The Coal Mines (Conservation and Development) Act, 1974 (28 of 1974). The Oil Industry (Development) Act, 1974 (47 of 1974). The Tobacco Cess Act, 1975 (26 of 1975). The Additional Duties of Excise (Textile and Textile Articles) Act, 1978 (40 of 1978). The Sugar Cess Act, 1982 (3 of 1982). The Jute Manufactures Cess Act, 1983 (28 of 1983). The Agricultural and Processed Food Products Export Cess Act, 1985 (3 of 1986). The Spices Cess Act, 1986 (11 of 1986). The Research and Development Cess Act, 1986 (32 of 1986). An SEZ becomes a foreign entity for the purposes of certain taxation and is treated very differently even in the Central Goods and Services Tax Act, 2017 and Income Tax Act, 1956. There are multiple benefits provided to an SEZ which creates a very favourable environment for a business to grow and boost its profitability.  Also, while SEZ area is being set up there is a single window approval system for sez to get approvals from multiple boards. The board through which theses approvals are sought are called Board of Approvals or ‘BOA’. While there is set of an ‘UNIT’ in SEZ the application is submitted to the development commissioner.   Understanding taxation aspects in SEZ? Income Tax Any business established under SEZ gets deduction of up to 100% of income derived from SEZ for consecutive 5 years in the beginning. There is also an exemption from minimum alternative tax Under section 115JB of Income Tax Act, 1961. On fulfilment of certain conditions, if a business transfers its assets from an urban area to an SEZ area, capital gain on such transfer will be exempt. Exemption from dividend distribution tax for developer of SEZ will be available. GST For businesses under SEZ, the sale of goods from Domestic tariff Area to a SEZ is considered an Export and hence No GST is charged. The supply made to an SEZ is considered a Zero-rated supply hence the taxpayer has to either collect no tax or is entitled to get a refund on filing of return. A supply made by SEZ to a person in DTA is considered an interstate supply as per section 7 (5) of IGST Act. Now the question arises whether supply from SEZ is to Domestic tariff are be chargeable to duties under Custom Act,1962? A big Yes! as per section 53 of the SEZ act, SEZ is considered a territory outside the custom territory of India and will be considered as a Port, inland container depot etc for the purposes of Custom Act and hence will be chargeable to  What will happen when exports are made outside India from an SEZ area? Any supply of goods and services made outside India from SEZ will be considered a Zero-rated supply as per section 16 (1)(a) of IGST Act. And the Supplier will have 2 options :  Supply without payment of taxes and subsequently filing for ITC which is unutilised. ii. Supply after making the payment of taxes and subsequently filing for ITC of the taxes so Paid. Credit facilities Available to SEZ units Loans for export business:The export businesses easily get foundation loans in the form of term loan or working capital finance, which are easy to avail through domestic scheduled banks. Packing credit or Pre-shipment credit:to promote the export business and meet bulky order demands banks provide finance facilities to exporters which can be used to manufacture goods, procure raw material, process and pack the goods. Generally, the rate of intent is not too high and can get extended easily. But if the loan is not adjusted by..

What is Indemnity Clause ?

WHAT IS INDEMNITY CLAUSE ? Liability and indemnity clauses play a vital role in contract negotiations, providing a framework for allocating responsibilities and mitigating financial risks. By clearly defining liabilities, including limitations and indemnification obligations, parties can protect their interests, safeguard intellectual property, and minimize potential legal disputes. Understanding and carefully crafting these clauses are essential for ensuring fairness, certainty, and financial security in contractual relationships. Consulting with legal professionals is advisable to ensure the clauses are tailored to the specific needs of each party and comply with applicable laws and regulations. INDEMNITY CLAUSE Indemnity means security or protection against a loss or other financial burden. Indemnification clause is a provision in an agreement under which one party commit to compensate the other for any harm, liability, or loss arising out of the agreement. An indemnification clause acts as an inter-party insurance policy, shifting risk and liability between the parties. It does so by creating the obligation that one party will pay for the losses the other party becomes liable for, either for any losses related to the agreement, or for losses from certain types of claims. Example: ABC agrees to indemnify LMN and hold them harmless from any losses and expenses resulting from any legal proceedings initiated by LMN or a third party due to ABC’s breach of obligations, representations, warranties, or covenants stated in this agreement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the latter will be relieved of its indemnification obligation to the extent it was prejudiced by the indemnified party’s failure to notify. This article explores the importance of indemnity clauses in contracts and highlights their key benefits in managing risks and ensuring financial security. Transfer of Risk: Contracts with indemnity clauses make it easier for parties to share risk. By incorporating an indemnity clause, one party consents to assume the cost or legal liability for a number of predetermined risks. Protection from Third-Party Claims: The parties are protected by indemnity clauses from third-party claims that might be made in relation to the contract’s acts, goods, or services. The party providing indemnification assumes the responsibility to defend against any claim and pay any associated losses if a third-party file a lawsuit. Financial Security: The promise of financial security that indemnification clauses offer is one of its main advantages. The party providing indemnification shall reimburse the other party for all expenses incurred by such other party in connection with any breaches, damages, or losses indicated in the contract. Mitigating Legal Disputes: By stating the obligations and liabilities of each party, indemnity provisions assist in reducing legal problems. These clauses eliminate ambiguity and offer a foundation for settling potential disputes by specifically defining the scope of indemnification and the conditions under which it applies. Protection of Intellectual Property: In protecting intellectual property rights, indemnity clauses are essential. They frequently contain clauses that deal with infringement claims, ensuring that the party providing the indemnification takes responsibility for any unauthorised use or infringement of intellectual property. Encouraging Confidence and Collaboration: An indemnity clause in a contract encourages cooperation and inspires trust between the parties. It shows a dedication to managing risks and defending the interests of all parties. LIABILITY CLAUSES It plays a crucial role in contractual agreements by defining the legal responsibilities and potential risks for each party involved. These clauses allocate liability and establish accountability, ensuring fairness and protection in business transactions. This article discusses the significance of responsibility clauses in contracts and identifies some of their most important advantages for risk mitigation and fostering fruitful commercial partnerships. Example: Party A agrees to assume full responsibility and hereby indemnifies and holds harmless Party B from any and all claims, damages, liabilities, losses, costs, and expenses (including legal fees) arising from or related to Party A’s breach of any representation, warranty, or obligation stated in this agreement. Party A shall bear all financial consequences resulting from such breach and shall reimburse Party B for any costs incurred as a result. Clear Definition of Responsibilities: Liability clauses’ main objective is to clarify each party’s responsibilities and obligations in a contract in explicit terms. The phrase helps avoid misunderstandings and ambiguities by clearly defining the obligations and actions necessary, as well as any limits. Risk Allocation and Mitigation: By dividing the risks among the parties, liability clauses make sure that everyone accepts responsibility for a certain range of potential losses or damages. The parties can evaluate and manage the contract’s potential financial and legal repercussions through risk allocation. Financial Protection: All parties are financially protected by liability clauses included in contracts. These provisions assist in reducing the financial risks related to breaches, non-performance, or other problems by defining the scope of obligation and possible damages. Incentivizing Performance and Compliance: Liability clauses act as a potent motivator for parties to uphold their end of the bargain and do their best work. Parties are more likely to diligently pursue the performance of their contractual commitments when they are aware of the potential financial and legal consequences of doing so. Liability provisions encourage accountability, which raises performance and compliance levels and ultimately benefits all parties. Dispute Resolution and Legal Clarity: Liability clauses act as a potent motivator for parties to uphold their end of the bargain and do their best work. Parties are more likely to diligently pursue the performance of their contractual commitments when they are aware of the potential financial and legal consequences of doing so. Maintaining Fairness and Equity: By ensuring that obligations and risks are fairly distributed among the parties, liability clauses advance justice and equity. These agreements stop one party from unfairly imposing an excessive amount of liabilities on the other. Also See :Common Mistake to Avoid in Small Business Contract Ritu

Business people discussing a contract

“COMMON MISTAKES TO AVOID IN SMALL BUSINESS CONTRACTS”

What are business contracts? When it comes to small business contracts, there are different types of agreements and in those agreements avoiding common mistakes is crucial for a smooth and successful operation. From clearly defining terms to seeking legal review, attention to detail can save you from future disputes and protect your business interests. Despite how strong their legal teams are, organisations of all sizes frequently make contract management errors. Mistakes in contract management persist throughout the contract lifecycle, ranging from unclear language to little visibility. Once these errors become routine, it is challenging to undo them, especially for a growing company. These errors can impede the growth of sales if they are not corrected. Because contracts are essential to acknowledging income, any hitches in your contract procedure could have a significant negative impact on your bottom line.   USING UNCERTAIN LANGUAGE AND TERMS WITHIN CONTRACTS Consistency in contract drafting is one of the most typical contract management errors seen in firms. This typically refers to the inconsistent usage of specific language, which can lead to the introduction of unauthorised language and words into commercial contracts, creating doubt and confusion. It can also manifest as commercial teams adding new contract clauses that increase risk unnecessarily and produce inconsistency among legal agreements. INCOMPLETE AND VAGUE TERMS Contracts should clearly outline the rights, obligations, and expectations of both parties. Incomplete and vague terms in a business contract refer to clauses or provisions that lack specificity or fail to adequately address key aspects of the agreement. These terms can create confusion, ambiguity, and potential disagreements between the parties involved. Examples include using ambiguous language, omitting essential details, or leaving out important obligations and responsibilities. It is important to ensure that all terms in a contract are clear, specific, and comprehensive to avoid misunderstandings and promote a clear understanding of each party’s rights and obligations. LACK OF LEGAL REVIEWS  It’s important to have contracts reviewed by a qualified attorney to ensure compliance with applicable laws and regulations. Failing to seek legal advice could result in unenforceable clauses or potential legal issues down the line.  FAILING TO UPDATE THE CONTRACTS As business conditions change, it’s important to review and update contracts accordingly. Ignoring contract updates can result in outdated terms that no longer reflect the current needs or realities of the business. NEGLECTING PAYMENT TERMS AND CONDITIONS Clearly Indicate in writing the amounts, dates, and modes of payment that have been agreed upon. It can be beneficial to include late payment fines or interest rates for past due payments to encourage prompt payments and safeguard your company’s financial interests. DEPENDING ON VERBAL AGREEMENTS Depending on verbal agreements in business contracts can be risky, as it leaves room for misinterpretation and disputes. It is essential to put important terms and conditions in writing to provide clarity, ensure enforceability, and establish a documented record of the agreed-upon terms for future reference. POOR FORMATTING AND NOT DOING PROOFREADING Poor formatting and neglecting proofreading in small business contracts can undermine professionalism and lead to misunderstandings or even legal issues. Take the time to format the contract properly, use clear headings, and ensure consistent font styles and sizes. Additionally, thoroughly proofread the contract to catch any errors, ambiguities, or inconsistencies before finalizing it, as these can impact the clarity and enforceability of the agreement. NEGLECTING SIGNIFICANT OBLIGATIONS AND MISSING DEADLINES Neglecting significant obligations and missing deadlines in small business contracts can result in breached agreements, strained relationships, and potential financial or legal consequences. It is crucial to carefully identify and clearly define all key obligations and deadlines in the contract, ensuring that both parties are aware of their responsibilities and have a clear timeline for fulfilling them. Regularly reviewing and tracking deadlines can help avoid oversights and ensure timely completion of contractual obligations. Without a strong contract monitoring system in place across your entire organisation, crucial commitments are missed, teams fail to meet essential contract deadlines, and contract compliance becomes a true nightmare. THE LACK OF CLARITY IN THE DEFINITION CLAUSE The lack of clarity in the definition clause of a business contract can create confusion and ambiguity regarding the meanings of key terms used throughout the agreement. It is important to ensure that the definition clause clearly and precisely defines all relevant terms, avoiding vague or overly broad language. By providing explicit definitions, both parties can have a shared understanding of the terminology used, minimizing the risk of misunderstandings and disputes. FAILURE TO SPECIFY DELIVERABLES AND TIMELINES A business contract’s lack of clear deliverables and deadlines can result in misunderstandings, delays, and even non-performance. The precise goods, services, or deliverables that must be provided by each party must be spelt out in detail. Furthermore, adding clearly stated completion or delivery timeframes makes sure that both parties are aware of the anticipated timescale and may make plans appropriately. You can create clear expectations, lessen uncertainty, and encourage accountability for timely and adequate performance by laying out deliverables and deadlines in the contract.  IGNORING TERMINATION AND DISPUTE RESOLUTION CLAUSES Ignoring termination and dispute resolution clauses in a business contract can leave both parties vulnerable to difficulties and legal complications if conflicts arise or if the contract needs to be terminated. It is essential to include provisions that clearly outline the process for terminating the contract and provide mechanisms for resolving disputes. By taking care of these aspects upfront, you can create a framework for cooperative resolution and reduce the likelihood of strained relationship in the future. FAILURE TO INCLUDE NON-DISCLOSURE OR CONFIDENTIALITY CLAUSE If the contract involves sensitive information or trade secrets, it’s crucial to include provisions that protect confidential information from being shared or used without consent. Failure to include non-disclosure or confidentiality clauses in a business contract can expose sensitive information and trade secrets to unauthorized disclosure or misuse. It is crucial to identify the confidential information that needs protection and include provisions that outline how it should be handled, shared, and safeguarded. By incorporating non-disclosure or confidentiality..

lease agreement
Lease Renting Contract Residential Tenant Concept

ARTICLE ON COMMERCIAL LEASE AGREEMENT

WHAT IS COMMERCIAL LEASE AGREEMENT? Or WHAT IS THE MEANING OF LESSOR AND LESSEE? A Commercial Lease Agreement is an agreement that is executed between the owner (Lessor Meaning) and the individual/entity (Lessee) who is willing to buy the immovable property for commercial purposes [Meaning lessee]. This Agreement states the terms and conditions that each party is bound to fulfill and is usually executed by the Lessor, which may be one- sided and against the interests and protection of the Lessee. A Lessee is suggested to always read carefully the terms and conditions of the Agreement prior to its execution, and must be aware of every clause and provision, and its interpretation. WHICH ACTS ARE APPLICABLE TO COMMERCIAL LEASE AGREEMENT? Following are the acts that are applicable to the execution of such an Agreement: The Indian Contract Act, 1872 The Transfer of Property Act, 1882 The Registration Act, 1908 The Indian Stamp Act, 1899 The Arbitration and Conciliation Act, 1996       WHAT ARE THE IMPORTANT ELEMENTS TO BE INCLUDED IN COMMERCIAL LEASE AGREEMENT? Following are the important elements that have to be mentioned in the Agreement: The Parties to the Agreement  The description of the leased property  The terms and conditions of each party to the agreement  The duration for which the property is being leased The monthly rent of the property being leased The amount of security deposit to be paid by the Lessee The purpose for which the commercial property is being used is to be mentioned Representation and Warranties Miscellaneous and Boilerplate clauses The termination of the Agreement is to be mentioned; when it will be terminated, by whom, if it is being terminated during the Agreement then what are the requirements to be fulfilled, etc. WHAT TYPES OF COMMERCIAL LEASE ARE THERE? Net lease- in this the tenant is responsible of paying most of the taxes, insurance and maintenance. Double Net Lease- the tenant has to pay all the taxes, insurance, maintenance and monthly rent. Triple Net Lease – In a triplet net lease, the tenant is responsible for paying three main types of expenses in addition to the base rent, that are property tax, insurance, maintenance and repairs. Absolute Triple Net Lease- absolves the landlord from paying any taxes, insurance and maintenance.  Percentage Lease- if the tenant signs the percentage lease, the tenant has to pay a base rent amount in addition to the percentage of their sales and profits. Fully Serviced Lease- it states that the rent amount is inclusive of all the utilities and all other services that a tenant would usually have to pay for separately.    WHICH PROPERTIES ARE CONSIDERED TO BE AS COMMERCIAL? The following properties are considered as commercial: Office space Retailed stores Industrial buildings Warehouses  Restaurants  CONCLUSION A commercial lease or Contact of lease is a legally binding contract that should be utilized whenever a business owner intends to rent a property for the purpose of operating their business. This type of lease agreement serves to safeguard the rights and interests of both the landlord and the tenant. When entering into a commercial lease, it is essential to be well-prepared for unexpected situations and to ensure the protection of your rights and interests. Managing a commercial space involves various certifications, insurances, and No Objection Certificates (NOCs), which are typically the responsibility of the landlord to obtain and maintain throughout the lease term. Are you looking for free rent agreement online? Or office rent agreement format?   Also see : JOINT VENTURE AGREEMENT Ritu

What is joint venture agreement

WHAT IS JOINT VENTURE AGREEMENT?

Joint Venture Agreement   This Joint Venture Agreement (hereinafter called ‘‘Agreement’’) is made on this [●] at [●]. BY AND BETWEEN ABC [●], a Company incorporated under the laws of [●]and having its corporate office at [●] (hereinafter referred to as “First Party” or “Foreign Company”), which expression shall, unless the text otherwise expresses, shall include all its administrator, representative, liquidators and permitted assigns); AND MNO India Private Limited, a Company incorporated under the Companies Act, 2013 with CIN [●], and having its registered office at [●] (hereinafter referred to as “Second Party” or “Indian Company”), which expression shall, unless the text otherwise expresses, shall include all its administrator, representative, liquidators and permitted assigns); (ABC and MNO India Private Limited are hereinafter referred individually as a “Party” and collectively as the “Parties”). WHEREAS: the ABC is engaged in the business of manufacturing of two wheelers and has necessary experience and expertise in that field;    the MNO India Private Limited has a wide distribution network in the Indian market and have necessary experience and expertise in that field; the foreign Company want to expand their business operation in India as well and it approach Indian Company to join hands for extending their distribution network to sell the manufactured products of foreign Company. Both the Companies decided to carry out the said business activities by incorporating or setting up a new company upon the following terms and conditions: NOW THIS AGREEMENT OF JOINT VENTURE IS WITNESSETH AS UNDER: DEFINITIONS In this agreement, the following expressions shall have the following meanings: (a) “Act” means the (Indian) Companies Act, 2013; (b) “Affiliate” means: In relation to an individual, anybody corporate under his control (as defined herein) individually or in association with his relative, any trust of which he is either a settler or a beneficiary, any partnership firm under his control individually or in association with his Relatives, or his Relatives; and In relation to a person other than an individual, any Person which (i) Controls, (ii) is controlled by or (iii) is under the common Control with such person; (c) “Agreements “means this joint venture agreement and all its schedules and annexures, as may be amended from time to time; (d) “Applicable laws” means any laws, rules, regulation, ordinance, orders, directives, codes, judgement, decrees, injunctions or any interpretation, determinations, awards, permits, licenses, authorizations, directives, ruling or decisions of, agreement with, or by any government authority, applicable from time to time; (e) “Business” means [●] (f) “Deed of adherence” means a deed to be executed by any third party undertaking to adhere to the terms and conditions of this Agreement in the form attached in Annexure [●] (g) “Encumbrance” means and includes any third-party rights, interest, mortgages, security interests, liens, encumbrances or charges of any nature whatsoever, including any right of first offer or refusal, non-disposal undertaking, previous sale, gift, claims, demands, orders, judgement or any notification, securities and guarantees; (h) “Face” Value” means, with respect to, Issue of shares- a mutually agreed terms and price, provided the price is determined in accordance with applicable laws (including the applicable Indian foreign exchange control law). In the absence of an agreement on the price, it shall be determined in accordance to procedure established in Clause (ii) (B). Transfer of shares-for exit of a shareholder from the JVC and acquisition of the subject shares by another existing Shareholder (s) or by third party, a price determined as under: A mutually agreed and negotiated price in compliance with applicable laws (including   the applicable Indian foreign exchange control laws). In the absence of an agreement on the price in accordance with (A) above within a period of 30days, then each party shall appoint its own valuer and get the valuation and the average price of the two prices (if different) shall be fair value price. (i) “Person (s)” shall include an individual or association or body of individuals whether incorporated or not, company, firm, partnership, joint venture, limited liability partnership, trust, association, syndicate, or corporation, or an agency or instrumentality thereof and/or any other legal entity; (j) “Product” means [●]  (k) “Share Capital” means the total issued and paid-up equity share capital of the JVC; (l) “Share” means equity share of the JVC; INTERPRETATIONS In this agreement, except to the extent that the context otherwise requires: Words importing the masculine gender shall also include the feminine gender and vice versa and the use of the singular shall include the plural and vice versa. Words denoting a specific gender shall include all genders; References to an individual shall include his legal representative, successor, legal heir, executor and administrator;  Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation rules and regulation framed there under made from time to time under that provision; Any term or expression used but not defined herein shall have the same meaning attributable to it under the applicable law; Any reference to any Clause shall be deemed to be a clause of this Agreement;  The use of the word ‘including’ followed by a specific example in this Agreement shall not be construed as limiting the meaning of the general wording preceding it;  Headings and bold typeface are used for convenience only and shall not affect the interpretation of this Agreements;  References to the Recitals, Clauses and Appendices shall be deemed to be a reference to the recitals, clauses and appendices of this Agreement; The descriptive headings and bold typeface are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content thereof and shall not be used to interpret the provisions of this Agreement; and  The terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to this Agreement as a whole. Heading are for convenience only and shall not..

Double Tax Avoidance Agreement

What is Double Tax Avoidance Agreement?

What is Double Tax Avoidance Agreement? Double Taxation Avoidance Agreements or DTAA is a treaty signed between India and another country, through which a taxpayer can avoid the double tax on their income in the country in which it is earned as well as its taxability in the home country. Such treaties promotes the exchange of goods, services, and investment of capital between the two countries. At present, India has double tax avoidance treaties with more than 80 countries around the world. Background of DTAA The primary idea behind DTAA agreements with various countries is to minimize the opportunity for tax evasion for tax payers in either or both of the countries between which the bilateral/multilateral DTAA agreement have been signed. Lower withholding tax is a plus for taxpayers as they can pay lower TDS on their interest, royalty or dividend incomes in India, while some agreements provide for tax credits in the source or country of operations so that taxpayers don’t pay the same tax twice. In some cases, such as agreements with Mauritius, Cyprus, Singapore, Egypt etc. capital gains tax is exempted which can be a boon to taxpayers as they can use the DTAA agreement to minimize taxes. Benefits of DTAA Entering into the DTAA offer various benefits to the business organization which include among other thing the following benefits: Prevent Paying Double Tax on the same income; Lower Withholding Tax (Tax Deduction at Source or TDS); Exemption from taxes; Tax credits. In some cases, the DTAA also provide concessional rates of tax. DTAA can become an incentive for even legitimate investors to route investments through low-tax regimes to sidestep taxation. This leads to a loss of tax revenue for the country. DTAA also provides tax certainty to the various investors and businesses of both the countries through the clear allocation of taxing rights between the contracting states by Agreement. Methods of Claiming DTAA benefits? There are basically 3 methods through which the benefits of the DTAA can be claimed: – Tax Deduction: under the tax deduction method the Taxpayer can claim the deduction of the taxes paid to foreign government in the tax paid in the country of residence. Tax Exemption: Under this method, tax payer can claim the relief in Tax paid in any one of the two countries. Tax credit: under this method, Tax relief can be claimed by way of credit on the tax paid outside India in the country of residence.   Documentation and work to claim DTAA advantage There are certain procedure that are to be followed in order to avail the double tax avoidance agreement. An individual, in order to get qualified for availing the advantage of the DTAA’s provisions and benefits is required to submit the tax residence certificate to the deductor and the following paperwork:- These documents are listed below: Indemnity/Self-Declaration Form Tax Residency Certificate (In order to apply for a Tax Residency Certificate under sections 90A and 90 of the Income Tax Act, you must submit Form 10FA. The certificate will be issued under Form 10FB following the application’s successful verification and processing.) PAN Card Copy Self-Attested Visa Passport Xerox PIO Proof Copy  Procedure of Applying the DTAA There are certain steps to be followed in order to apply the DTAA provisions:- Tax Liability as per Income Tax Act: Find out the type of income on which DTAA applies and its tax liability under the Income Tax Act. Tax liability under the DTAA: If the income falls under specific articles of DTAA, then the income will be taxed as per those articles. Finalize the tax liability: Using section 90(2), decide which is more advantageous between the IT Act and DTAA (Treaty Override). How to Avoid Double Taxation The Double Tax Avoidance Agreement (DTAA) helps you avoid paying taxes in both your home country and the country you reside. The tax treaty is signed by India and another country to avoid double taxation. Some DTAAs are comprehensive agreements comprising all income types, while others are specific agreements focusing on a few income types. Many people are under the impression that by using a DTAA, they can avoid paying taxes altogether. However, that is not true. The Data allows for a rebate, not a total deduction, which means when NRIs earn income in India, they can reduce their tax implications. HDFC Bank provides an online DTAA Annexure you can use to avail of tax rate deductions. A brief summary of the DTAA / Tax Treaty A tax treaty is an bilateral agreement made by two countries through which the countries strive to resolve issues involving double taxation of the income of the same person in the country in which it is earned and the country of which such person is resident When an individual or business invests in a foreign country, the issue of which country should tax the investor’s earnings may arise. Both countries may voluntarily enter into a tax treaty to agree on which country should tax the investment income to prevent the same income from getting taxed twice. There are certain countries which are considered as tax heaven such as Mauritius and these countries do not enter into any kind of tax treaty. Ritu

What is joint venture agreement

Basics of Vendor Agreement For Small Businesses

What is Vendor Agreement and why you need them? or Agreement and why you need them? All businesses, no matter how big or small, have connections to other organizations and without any sort of external vendor Agreement , no business could survive. The relationships for small home enterprises may be minor. However, other businesses have several links with external parties, and this is where things can become challenging and we need to execute a vendor agreement so a document defining statement of works (SOW) is used to define things. Vendor agreement is vital legal agreements that specify the requirements of a commercial relationship between a small company and its suppliers or vendors. A vendor contract is a legally enforceable agreement between a company (the buyer or customer) and a vendor (the seller or supplier), also known as a supplier contract or procurement contract. Types of Vendor Agreement Depending on the distinctive requirements of the company and the nature of the goods or services being purchased, several vendor contracts may be employed. Here are a few typical forms of vendor agreements: Fixed Price Contract: Regardless of any market fluctuations or delays, the buyer and seller agree on a fixed price for a precisely defined good or service. Cash Reimbursable Contract: The parties agree that in addition to the normal charge, the seller shall additionally be paid for any work performed in connection with the performance of the Agreement. Time and Materials Contract: The hourly rate and timeframe are agreed upon by the buyer and vendor. Usually applied to outside contractors like consultants, freelancers, and third-party providers. Letter Subcontract: Due to unclear contract provisions or complicated projects with many variables, a portion of the work—typically under 40%—is subcontracted. Indefinite Delivery Contract: The parties agree to a flexible agreement with an arbitrary number of goods or an arbitrary period of service, depending on the needs of the buyer. It works well in circumstances where several projects are active at once. Distribution Agreement Contract: Specifies the conditions for distributing a vendor’s goods, such as when, where, and how they will be distributed. It also specifies if the relationship is exclusive or not. Checklist for vendor contract   Overview of the Agreement: The Agreement should contain a clear declaration of the parties’ intentions that describes the nature, extent, and time span of the relationship. Additionally, it must list the parties involved, namely the vendor and the small business. Product or Service: In the beginning, the vendor contract needs to include a thorough description of the goods or services the vendor is going to supply the company. Pricing and Payment Terms: The payment information is yet another vital part of any agreement. The amount of the good or service being supplied, the timing of payments, the recipients of payments, and any provisions specifying penalties for late payments should always be laid out in a standard vendor contract. Intellectual Property: It is advisable to include a provision describing the usage and ownership of intellectual property if it will be used by either party Confidentiality and Non-Disclosure: It contains clauses to safeguard any private information sent between the parties throughout the course of the business partnership. Termination and dispute resolution: Indicate the terms and conditions, including any notice requirements, under which any party can terminate the agreement as well as the dispute resolution procedure, such as arbitration, mediation, or litigation. Conclusion​ When you start or expand your company, vendor contracts might not be at the top of your list of concerns, but they guarantee uninterrupted operations. Understanding the key aspects of vendor contracts makes sure you set up the right foundation for your company’s operations. If You are looking for Vendor Agreement format Vendor contract Format; or Vendor Contract You can contact us for getting a tailored Vendor contract for you!​ Ritu

FRANCHISE AGREEMENT

What is franchising? The definition for franchising given by the International Franchise Association (IFA) states that a franchise is “A contractual relationship between the franchisor and the franchisee in which the franchisor offers or is required to maintain a continuing interest in the franchisee’s business in areas such as know-how and training; the franchisee operates under a common trade name, format, or procedure owned or controlled by the franchisor; and the franchisee has made or will make a substantial capital investment in his business from his own resources.” So, basically, Franchising means where the business owner of a company gives a license to another individual to carry out their own business under the title or brand name of that company. A franchise consists of two parties that are “franchisor” and “franchisee”. A franchisor is the owner of a business that provides its brand, trade name, product, service or any other form of intellectual property laws along with the value chain. whereas, franchisee is a person who receives the right to use franchisor’s business in exchange for a royalty and an initial fee. The franchise aims to profit both the franchisor and the franchisee. A business that is seen in different cities and known because of their brand sign and colors is the same all around the places where the franchise operates. For example, the quality and taste of domino’s pizza is the same no matter from where you buy it. Some other examples of a franchise are  KFC, McDonald’s, Pizza Hut, Subway, etc. It is important for anyone deciding to start a business by becoming a franchisee to keep in mind that for franchising the franchisee is legally bound to a franchise agreement with the franchisor for a specified period of time. What is a Franchise Agreement? A franchise agreement is the base of a franchise. A franchise Agreement is a legally binding contract between two parties that are franchisor and the franchisee. It binds both the parties to carry out legal obligations for each other. The contract includes details of the franchisor’s expectations from the franchisee that how the business must be operated. It is an agreement where the franchisor consents to grant the company’s name or system to the franchisee. Essential elements of Franchise Agreement Details of both the Franchisor and Franchisee – The franchise Agreement should include all the details and information of both the parties entering into the agreement. Business operations – The franchise agreement should consist of information regarding the roles and responsibilities of the franchisee and how the franchisor expects the franchisee to run their business. The information should include details of the goods or services franchised, proper maintenance of accounts and other registers, standards of operations, and inspection of the said unit at regular intervals etc. Monetary Details to Be Included-  Franchise Fee – Every franchise has its own fee structure. These fees include the original franchise fee, regular franchise fees, royalty fees, and other fees. Late fees and interest are also included in the agreement. Any mandatory expenses should also be covered under the agreement. For example, the franchisee may be responsible for travel expenditures, training, and other costs. Royalty – This is a fixed percentage that the franchisee has to pay to the franchisor on a monthly basis for the benefit to use his brand’s name. Also, mention the specific format in which it needs to be paid, the mode of payment, details of the concerned bank account, and the intervals of making payment (monthly, quarterly or annual payment). Location of the franchise’s operation – The Franchise agreement should clearly mention the location and the territory under which the said franchisee can conduct its business operation. This is an important step as the franchisor may franchise its business to several franchises in different locations.  Duration of franchisee – The agreement should include the duration for which the franchise is lent or licensed to the franchisee. Also, it is important to mention that the franchise agreement is subject to renewal or termination post this period.  Training support – The Franchisor provides training assistance to each Franchisee. It ensures that franchise businesses run smoothly and to make sure that uniformity is maintained among all franchised businesses. Intellectual Property Rights – The franchise agreement should include the way and the method in which the said franchisee can use the Copyright, Trademark, and Trade Secrets of the franchisor. It is important to note that this clause specifies the Intellectual Property Rights that the franchisee gets to use, manufacture, sell, and distribute the goods or services in the name of the franchisor and use the Copyrighted creation of the franchisor. Renewal clause – Agreement must mention whether the franchisor wants to renew the agreement after the completion of the tenure of a franchise or terminate it. It should also state the terms and conditions for the renewal. Termination Clauses – It includes the terms that mention detailed provisions related to the termination of the franchise agreement along with the grounds on which such a franchise may be declared canceled by the franchisor during the period of the agreement. It is done where either party fails to perform as per the terms mentioned in the agreement. It also clearly mentions penalties in cases where a franchise agreement is terminated.  Resale of the franchise – The terms and conditions stated in the agreement must also specify whether any rights regarding the reselling the franchise is given to the franchisee or not. Non-Disclosure/ Confidentiality- A franchisee is aware of various trade secrets during the franchise agreement, including proprietary formulas and recipes and how the franchisor conducts the business. This information should not be disclosed and kept private ,the franchisor always states the confidentiality terms, deeds, and restraints in the franchise agreement. Advertising– This clause of the agreement gives the responsibility to the franchisee to market, advertise and other activities for the promotion. Applicable laws – the Franchise Agreement must also prescribe the laws applicable over both the franchisor and franchisee together with the legal action that can be taken by either of the..

MASTER SERVICE AGREEMENT

What is Master Service agreement? A Master Service Agreement (MSA) is a contract between two parties that outlines the terms and conditions of a long-term business relationship. It is a foundational document that sets the framework for any work or services that may be provided in the future. An MSA is typically used in industries where ongoing services are required, such as technology, consulting, or construction. The agreement sets out the expectations of both parties and lays the groundwork for how they will work together over the course of the relationship. It is a more complex with extremely technical language and more complicated terms and conditions. Because of the careful consideration given to legal issues during the drafting process, these contracts serve as the foundation for all succeeding transactions and agreements.  However, it is important to note that an MSA is a legally binding contract and should be carefully reviewed and negotiated by both parties. It is important to ensure that the terms and conditions are fair and reasonable and that they accurately reflect the needs of both parties. In addition, an MSA should be periodically reviewed and updated as needed to ensure that it remains relevant and effective. As the business relationship evolves, it may be necessary to revise the terms and conditions of the MSA to reflect any changes. Types of agreements governed by a Master Service Agreement can include: Statement of Work (SOW) – an SOW is a specific document that outlines the details of a particular project or service. It typically includes project timelines, deliverables, and pricing. The MSA will often reference the SOW, and the terms of the MSA will govern the SOW. Service Level Agreement (SLA) – an SLA is a document that outlines the performance expectations for a particular service. It typically includes metrics such as uptime, response time, and resolution time. The MSA may reference the SLA, and the terms of the MSA will govern the SLA. Non-Disclosure Agreement (NDA) – an NDA is a legal agreement that prohibits the disclosure of confidential information. The MSA may include an NDA, which will govern the handling of confidential information throughout the relationship. Master Consulting Agreement (MCA) – an MCA is a type of MSA that is specifically tailored to consulting services. It typically includes clauses related to intellectual property, warranties, and indemnification. The MCA will govern any consulting services provided under the agreement. Master Purchase Agreement (MPA) – an MPA is a type of MSA that is specifically tailored to purchasing goods or services. It typically includes clauses related to delivery, pricing, and warranties. The MPA will govern any purchases made  What is the purpose of Master Service Agreement? There are two main reasons for using MSA: The primary purpose of an MSA is to save time and resources by eliminating the need to renegotiate terms and conditions for each new project or service provided. Instead, the parties can simply refer back to the MSA for guidance. This can help to rationalize the contracting process and make it more efficient. Another purpose of an MSA is to build trust between the parties. By establishing clear expectations up front, both parties can be confident in their roles and responsibilities throughout the relationship. This can help to reduce misunderstandings and disputes and raise a more positive working relationship. WHAT IS INCLUDED IN MASTER SERVICE AGREEMENT? Product and Project Management: In the event of a problem who is responsible for delivering & installing the products or services? Employee Management: Both parties should list requirements for potential employees and background checks and other employment screening activities.  Income and Expense: Determining how a cost will be projected and how payments will be obtained and processed. Insurance Coverage: Who will be in charge of insurance acquisition and what penalties will be imposed if the responsible party fails to acquire and maintain the agreed-upon insurance coverage?  Escrow and Security: Who provides backup funding and payment for project or product protection? Government Requirements and Liabilities: Where will the work be done? Who will be in charge of ensuring compliance with local, state, and federal regulations, as well as risk mitigation? Tax Responsibility: Who will track taxes and how will tax obligations be distributed and reconciled?  Third-party Coverage and Concerns: How will actions involving a third party be handled and who will be responsible to resolve these problems or disputes? Term & Termination: MSA should specify the term of the agreement and the conditions under which the agreement can be terminated. It may specify the notice requirements, and any obligations or liabilities that may remain after termination. It should include provisions for renewals or extensions of the agreement, as well as any notice requirements for termination. What are the essential elements of Master service Agreement? Scope of work – The MSA should clearly define the scope of work or services to be provided under the agreement. This may include a description of the services, the deliverables, and the timeline for completion. Confidentiality -The MSA should include provisions to protect the confidentiality of any information exchanged between the parties. This may include requirements for non-disclosure agreements, confidentiality agreements, or other provisions to ensure that sensitive information is protected. Both the Parties further agree that any business secrets or confidential information shall not be disclosed to any third parties without written consent. This will include any form of trade secrets and intellectual property which belong to the company. Dispute Resolution -The MSA may include provisions related to dispute resolution. It may specify the method to resolve the disputes, whether through negotiation, mediation, or arbitration, and any other relevant procedures. Jurisdiction – A jurisdiction clause specifies the jurisdiction or legal venue in which any disputes arising under the agreement will be resolved. This clause will specify a particular court or arbitration forum that will have exclusive jurisdiction over any disputes arising under the MSA. The jurisdiction may be based on the physical location of one or both parties or on a neutral location that..

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