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CONTRACT DRAFTING
COMPETITION
2017
CASE BRIEF
IN ASSOCIATION WITH
Private & Confidential 2
Wright Technologies Inc.
Note: For participants from law schools outside India, all references to India and
Indian law may, where the context so permits, be substituted by the local law or
regulations applicable in the place where their respective law schools are based.
BACKGROUND
THE DEAL
a. Asimov will become a service provider for WT, where it will deploy the ARC
Fleet on WTs app-based platform with one part deployed in Bengaluru
and the other part in Delhi-NCR.
b. Asimov will operate and maintain the ARC Fleet, at its own cost. WT will
have the right to inspect the fleet and Asimovs maintenance facility from
time to time.
c. WT will have the exclusive right to market and brand the service under
WTs name. WT will however be liable to acknowledge Asimov as the
technology service provider.
d. In order to ensure optimal utilisation of the ARC Fleet, but subject to its the
availability and capacity, WT will route up to 70% (Seventy Percent) of the
customer requests it receives through its platform to Asimov on priority.
e. The standard fares for using the fleet will be determined jointly by Asimov
and WT. Asimov would be entitled to a fixed percentage of the total fare
paid by the customer to WT per trip.
CLIENTS INSTRUCTIONS
9. WT finds Asimovs proposal broadly acceptable, but has the following concerns
/ questions regarding the same:
k. WT would like the agreement to operate for a term of two years, with an
option for WT to renew the contract on the same terms and conditions for
a further term of two years, with approval from Asimov. WT has requested
that Asimov should not have the power to terminate the contract except
in case of a material breach by WT. WT is relying on you to specify in detail
what constitutes a material breach.
l. WT desires that during the term of the contract, Asimov does not work
with any other urban-mobility company either in India or abroad. WTs in-
house counsel wants your advice on the enforceability of the clause and
suggestions on ways to best draft the clause. Your partner has asked you
to provide a few alternatives in the draft contract itself.
10. You have been directed by your partner to draft a service agreement to be
entered between WT and Asimov. Your partner has advised you to find an
appropriate precedent for a service agreement to use as a guide and to prepare
a first draft to be shared with the client. While drafting this agreement, you
should bear in mind the concerns of your client, but you may not retract from
the position already agreed to by the parties.
11. You must also provide your legal opinion in response to any advice that WT has
sought from you in a separate document. There is no word limit for the
comments sheet.
If you seek any clarification from the client, you may write to the Student Initiative
for the Promotion of Legal Awareness, at NLSIU with your questions at
sipla@nls.ac.in. Please keep your questions to the minimum (no more than three) and
succinct (no more than 75 words for each question).
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