Drafting Exercise

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Transaction 1

S is an electronics company and plans to release a new laptop. In order to deliver long battery life but
compact size, S decided to utilize lithium batteries in its device. S is therefore interested in purchasing
100,000 lithium batteries from a manufacturer, G, to get the laptop ready for its initial launch.

Lithium batteries are prone to fires and explosions, and there are instances in the recent past where
products by manufacturers such as Mell and Hoshiba have had to recall their products due to a few
instances of the products catching on fire or exploding. This is typically caused due to manufacturing
defects or the use of low-quality components. S therefore wants to ensure that any issues that arise out
of the batteries are covered by the agreement entered into between S and G, and that G is held
responsible for any defect in the products provided to it.

S requires that the batteries be delivered to its assembling plant in Maharashtra at the latest by the end
of October so that the laptops are ready for their launch in December. It is critical that this timeline is met
and that the products are in stores in time for the launch.

Draft the contract to be entered into between S and G for the supply of the lithium batteries, as though
you were acting for S.

Transaction 2

E is a company that produces energy drinks in many flavors – including, lime, orange and grape. It wishes
to launch a new flavor of its drink – apple and is looking to advertise this new product. E wishes to hire,
M, a marketing company, to provide it with its marketing services. E is very clear about two aspects, firstly,
that while M can hire subcontractors to further subcontract its work, M is responsible for all hiring of the
subcontractors, payment for their services and for ensuring that they put out work in accordance with the
requisite standards.

E wants to secure all intellectual property created by M for the purposes of the marketing of its product.

M charges E Rs.90 lakhs for providing its services.

Draft the contract to be entered into between E and M for the provision of marketing services, as though
you were acting for E.

Transaction 3

X is an education startup that conducts courses for children in preparation for their college entrance exam.
X is an unlisted company and is represented by its promoter Z. It has shown a lot of potential and is
extremely popular among students and their parents. Its services have become widely successful since its
courses are available at competitive prices and are available online allowing its students flexibility in hours
for the completion of the course. X has been valued at Rs. 12000 crore by an independent valuer.

K is a large ed-tech company that provides courses to college graduates and working professionals so that
they can upskill. K is interested in acquiring X. While initially the two platforms will work independently,
K wishes to integrate the two platforms and provide a one-stop destination for online education.

Draft the contract to be entered into between X and K, as though you were acting for K.

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