Startup contract drafting service for India, the UAE and the US

A startup contract drafting service for India, the UAE and the US drafts and negotiates the documents a cross-border company signs in its first years, each written to the local rule it has to survive: the founders’ agreement and pre-incorporation IP assignment, the PIIA, contractor terms, SaaS terms of service and the vendor and partnership paper behind them. Infinilex runs that work in-house across all three countries, and Infinilex counsel qualified in India, the UAE and the US sign where an opinion needs a qualified signatory.

This page owns the founder, contributor and PIIA assignment chain. Assignments and licences between the entities of one group are on intercompany agreements and transfer pricing; the shareholders’ agreement is on the SHA exit-rights checklist.

The contract stack, in signing order

Founders’ agreement with a pre-incorporation IP assignment. Equity, roles, decision rights and vesting, plus a signed deed moving whatever was built before the company existed into the company.
Proprietary information and inventions agreement. One PIIA per employing entity, because India, the UAE and Delaware each employ under a different copyright and labour statute.
Contractor and consultant agreements. The document that most often fails diligence: in India and the US a freelancer’s code stays with the freelancer until assigned in writing.
Confidentiality agreements. Mutual and one-way NDAs for hiring, vendor and fundraising conversations.
Customer paper. SaaS terms of service, a master services agreement with order forms, and data-processing terms keyed to DPDP privacy compliance where personal data is in scope.
Vendor, partnership and joint-venture agreements. Drafted to the nine terms on the joint-venture term checklist: background IP licensed rather than assigned, foreground IP ownership decided explicitly, exclusivity read to the venue in the governing-law clause.
The pre-raise IP chain review. Every assignment read against the statute it was signed under, and re-papered where it fails, before the flip or the round makes a missing one a condition to closing.

The local-law rule each document must survive

Statutory defaults and limits verified as at 29 September 2026; the UAE column is onshore federal law, with the DIFC and ADGM scoped separately.

Schedule A: copyright, invention and restraint rules by jurisdiction, as at 29 September 2026
Rule	India	US (Delaware company)	UAE (onshore)
Work made by an employee	The author is first owner (s.17); for work made in the course of employment under a contract of service the employer is first owner absent agreement to the contrary (s.17(c), Copyright Act 1957, official Act text).	Work prepared by an employee within the scope of employment is a work made for hire; the employer is treated as author and owns the copyright unless a signed writing says otherwise (17 U.S.C. 101, 201(b)).	Economic rights in a work created during work on the employer’s instruction or with its information, tools or materials belong to the employer unless otherwise agreed in writing (Art. 28(2), Federal Decree-Law 38/2021); a work unrelated to the business, made without employer resources, stays with the employee (Art. 28(3)).
Software written by a contractor	Section 17(c) reaches only a contract of service, and the s.17(b) commissioning rule covers photographs, paintings, engravings and films, not software; the code stays with the contractor until assigned in writing (ss.18, 19).	Software is not one of the nine commissioned-work categories in 17 U.S.C. 101, so a work-for-hire label alone does nothing; the copyright vests in the contractor (201(a)) and moves only by a signed written instrument (204(a)).	A work created for the benefit of another person belongs to that person unless otherwise agreed in writing (Art. 28(1)), a default with no software equivalent in India or the US.
Assignment formalities	In writing, signed by the assignor; identify the work, the rights, duration, territory and royalty (s.19(1) to (3)). Unstated duration is five years, unstated territory is India only, and rights not exercised within one year lapse unless the deed says otherwise (s.19(4) to (6)).	Any transfer of copyright ownership other than by operation of law needs a writing signed by the owner or an authorised agent (204(a)); each exclusive right, or a subdivision of it, can be transferred and owned separately (201(d)).	The Art. 28 copyright defaults yield to what is agreed in writing; the Art. 10 invention default yields to what the parties agree.
Employee inventions	Drafted expressly in the PIIA; the Indian patent position is scoped per company on the discovery call.	A clause cannot reach an invention made entirely on the employee’s own time without employer equipment, supplies, facilities or trade secrets, unless it relates to the employer’s business or anticipated research or results from work for the employer; a wider clause is unenforceable (19 Del. C. s.805). Cal. Lab. Code 2870 is the California parallel.	An invention made under an agreement belongs to the employer unless agreed otherwise; a patent application the employee files within two years after employment ends is deemed filed during employment; an employee not hired to invent reports it in writing and the employer has four months to claim it (Art. 10, Federal Law 11/2021).
Post-termination non-compete	Every agreement restraining a lawful profession, trade or business is void to that extent (s.27, Indian Contract Act 1872); the only statutory exception left is the seller of goodwill, within local limits a court finds reasonable.	Confined on this page to the invention carve-outs above; the governing state is fixed on the facts.	Permitted where the role gives access to clients or work secrets, specific as to time, place and kind of work, no longer than two years from contract expiry (Art. 10(1), Federal Decree-Law 33/2021); null if the employer terminates unlawfully (Art. 10(2)).

What startup contract drafting covers

Founders’ agreement and pre-incorporation assignment. A s.19-compliant assignment deed for the India leg and a 204(a) writing where the assignee is the Delaware company.
PIIAs for each employing entity. An Indian PIIA with a present assignment meeting s.19 rather than leaning on the s.17(c) default; a Delaware PIIA carrying the s.805 carve-out, and Cal. Lab. Code 2870 for California hires; a UAE PIIA that fixes what Art. 28 and Art. 10 leave to agreement, inside the written contract Article 8 of Decree-Law 33/2021 requires, with the Article 16 confidentiality and return-of-materials duties mirrored and any non-compete drawn within Article 10.
Contractor and consultant agreements. A present assignment of deliverables in the form each statute requires, background IP licensed rather than assigned, and a further-assurance clause so the company can perfect title later.
Customer terms. SaaS terms of service, MSAs and order forms drafted to the entity that actually contracts, with liability, IP and data clauses built for enterprise procurement review.

How a contracts and IP engagement is staged

Fixed-scope stages, mapped on a free discovery call. First a document map: which entity employs or contracts with whom, in which country, and which agreements exist. Then the drafting sprint, delivered as templates the company can reuse. Where a raise or flip is coming, the IP chain review and any re-papering follow. Companies that want contracts handled as they arrive move to the fractional general counsel retainer. The scope note and the project or retainer choice are on how engagements work.

Who signs what on contract and IP work

Infinilex drafts and negotiates. The contracts are signed by the company and its counterparties. Where the India leg needs a written opinion, for instance on whether a restraint survives section 27, Infinilex counsel enrolled as an advocate in India sign it. Where a US-leg document needs admitted counsel, Infinilex counsel admitted in the US sign; UAE-leg opinions are signed by Infinilex counsel qualified for the relevant UAE regulator. For the EU or any other jurisdiction, Infinilex scopes the work and builds the fact record, and the local counsel who sign are brought into the engagement explicitly and named to you before they act.

Frequently asked questions

Does a founders' agreement drafted in India need a separate IP assignment?

Usually yes. Under section 17 of the Copyright Act 1957 the author is the first owner of a work, and the employer default in section 17(c) reaches only work made under a contract of service. Founders who built the product before the company existed, or who are directors rather than employees, sit outside that default, so their code and designs stay with them until assigned in writing under sections 18 and 19. The founders' agreement sets equity, roles and vesting; a signed assignment deed moves the pre-incorporation IP into the company. Infinilex drafts both.

Can a contractor's code be a work made for hire under US law?

Not by labelling it one. 17 U.S.C. 101 makes a commissioned work a work made for hire only if it falls within nine listed categories and the parties agree in a signed writing; the categories cover contributions to collective works, audiovisual works, translations, compilations, tests and atlases, not software. Under 17 U.S.C. 201(a) the copyright vests in the contractor as author, and 17 U.S.C. 204(a) requires a signed written instrument for any transfer. Infinilex drafts contractor agreements for a Delaware company with a present assignment of the deliverables rather than a work-for-hire clause standing alone.

Is a post-termination non-compete enforceable in India and the UAE?

Section 27 of the Indian Contract Act 1872 makes any agreement restraining a lawful profession, trade or business void to that extent; the only statutory exception left protects the buyer of a business's goodwill within reasonable local limits. In the UAE, Article 10 of Federal Decree-Law 33 of 2021 allows a non-compete where the role gives access to clients or work secrets, if it is specific as to time, place and kind of work and runs no longer than two years from contract expiry. For a Delaware company, the governing state and its restraint rule are fixed on the facts; this page states only the Delaware and California invention carve-outs.

What should SaaS terms of service for an Indian startup selling to US customers cover?

The commercial terms diligence reads first: the scope of the subscription licence, acceptable use, service levels, fees and suspension, the split between the company's platform IP and the customer's data, confidentiality, warranties and the liability cap, term and termination with data return, and governing law with a usable forum. Where the product handles personal data, the data-processing terms are keyed to India's DPDP regime and the customer's own regime; that work sits on the DPDP privacy compliance page. Infinilex drafts one set of terms for the Indian entity and its Delaware or UAE affiliate.

Next step

Send us the documents you have.

A short note on which entities exist, who has written code so far, and where your customers sit. We will tell you which agreements are missing, which need re-papering before a raise, and whether a fixed-scope sprint or the retainer fits.

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Founder, contributor and customer contracts that hold in India, Delaware and the UAE.