Notes for owners · Business growth
Contracts and data terms with US customers: what to ask a lawyer before you sign
The questions an Indian business should take to qualified counsel before signing a US customer's contract: governing law, liability, payment, data handling and ending the agreement.
The GullySales team · Updated 17 Oct 2026 · 6 min read
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A US customer has sent a forty-page agreement on its own template, the contact is friendly, and the deadline for signing is Friday. Many small firms in this position either sign on trust or pay a lawyer to read everything. A cheaper route is to take your counsel a short list of questions. Which law governs? Where are disputes heard? How much could you owe if something goes wrong? Who owns what you make, how must their data be handled, how do you get paid, and how can either side leave? This post is not legal advice. Rules differ by state and sector and change, so the answers must come from your own qualified counsel.
Why bring questions, not just the document
A lawyer given forty pages and no context will hand back general comments. One who is told "this is a services contract with a mid-sized retailer, and what worries me is data" can concentrate on what matters. Spend an hour before the meeting writing down what the job is and what you could lose.
The seven areas to ask about
1. Governing law and where disputes are heard. Ask which law applies and where a dispute would be argued, and what it would cost you in practice to take part. A clause that sends every dispute to a distant court has a real price for a small firm.
2. Liability. Ask what the contract says about the most you can be made to pay, and whether that is limited, capped by a multiple of fees, or open. Ask which kinds of loss are included. Unlimited liability on a small fee is one of the clauses most worth a conversation.
3. Ownership of what you make. Ask when ownership of your work passes to the customer, and what happens to tools, templates and know-how you brought with you. If you reuse components across clients, this matters.
4. Data and confidentiality. Ask what duties the contract puts on you for their data, whether it must stay in a certain place, who may touch it, and what happens when the work ends. Ask also which privacy or sector rules might apply to the data you will hold. This is exactly where general advice runs out and specific advice is needed.
5. Payment. Ask about the invoicing currency, due dates, what happens on a dispute over part of an invoice, and any rule that lets the customer hold back payment. Check with your accountant about how foreign receipts are treated in your books and tax filings.
6. Insurance and indemnities. Some customers require you to carry insurance or to cover their losses in certain cases. Ask what that means and whether you can obtain the cover.
7. Ending the agreement. Ask how either side can leave, what notice is required, what is owed on leaving, and which clauses continue after the end.
Phrases to circle before the meeting
Read the draft once with a pen. Circle these kinds of wording and write the matching question in the margin. You are not judging the clause, only flagging it.
| If you see wording like | Ask counsel |
|---|---|
| "any and all losses", "without limit" | Is my liability capped, and at what? |
| "work made for hire", "all rights in anything used" | Do my own templates and tools stay mine? |
| "shall comply with all applicable laws" | Which laws do you think apply to my work here? |
| "at Customer's sole discretion" | Does this let them withhold payment or end the deal without cause? |
| "survive termination" | Which duties continue after we part, and for how long? |
| "shall indemnify" | What exactly am I promising to pay for, and can I get cover? |
| A named US state's courts or arbitration | What would it take for me to take part in a dispute there? |
A one-page brief to hand your lawyer
Write this before the meeting:
| Item | What to write |
|---|---|
| The job | Two sentences on what you will do and for whom |
| The size | What the whole contract is worth to you, in your own rupees |
| What you hold | Kinds of customer data you will see |
| Your worst fear | One sentence, for example "being asked to pay for a loss far larger than our fee" |
| Your must-haves | Things you cannot accept, such as unlimited liability |
| The deadline | Date the customer wants it signed |
The "worst fear" row does the most work. It tells counsel where to look first.
An invented example: a design studio in Gurugram
This studio is made up. It is a six-person Gurugram studio that won a design retainer from a US consumer brand. The brand's agreement came on its own template. It made the studio liable for any loss connected with the work and gave the brand ownership of everything the studio had used, including its own template library. The owner almost signed because the contact was friendly and the deadline was close.
Instead, the owner circled the wording with a pen and used the brief above. The lawyer pointed out two things worth raising: the open liability and the sweeping ownership wording. The studio asked for a limit tied to fees and for its own templates to be listed as excluded. The brand agreed to the second. On the first it proposed a middle position. With counsel's explanation of the remaining risk, the owner judged it acceptable and the studio signed.
The review was not free. It cost a lawyer's fee the studio had not planned for, and the signing slipped past the customer's Friday, which left the brand's contact cooler for a while.
Where proposals and contracts meet
Many problems start in the proposal, because a promise written there may be treated as a term once the contract refers to it. Keep proposals specific about scope and say nothing about outcomes you cannot control. Proposal development is our service for writing them.
This gets you a better hour with counsel, not the law. If the contract touches health, finance or children's data, area 4 becomes the main meeting, and that meeting should be longer.
For the wider question of selling to Americans from India, start at the United States hub.
Book counsel before the signing date
Fill in the table above for your live US deal, list the clauses you find hardest to read, and book the meeting before the customer's signing date, not after it. If you want help putting the commercial side of a US deal in order, tell us what you need.
