Commercial Contract Drafting and Negotiation
Contracts are one of the basic tools of doing business. Owners sign them constantly with clients, customers, suppliers and consultants, and it is easy to treat that as routine until something goes wrong. A tightly drafted, legally sound agreement is usually the difference between a disagreement settled with a phone call and one that ends in years of costly litigation. That is the whole case for taking contract drafting seriously.
Our lawyers work in this area specifically, with a solid grounding in how Nepalese contract law treats enforceability, breach and remedy, which shapes how an agreement should be worded long before any dispute arises.
The Legal Framework
Contract law in Nepal changed substantially in 2017, when the National Civil Code (Muluki Civil Code), 2074 replaced the earlier Contract Act, 2056 (2000). Under the Code, a valid contract requires an enforceable agreement between two or more parties, built on offer and acceptance, capacity, free consent, a lawful object and reasonable certainty about what is agreed. Where a party fails to perform, or makes clear it will not, that is a breach, and the aggrieved party may recover damages for the actual loss caused. Whether that remedy is realistically available often comes down to how the contract was drafted. Vague terms, missing dispute resolution clauses and unclear obligations all make enforcement harder.
What We Do
- Drafting: agreements built for the specific deal and risk profile rather than generic templates.
- Review: flagging unfavourable terms, ambiguous language and provisions that could cause problems later.
- Negotiation: securing the best realistic terms while keeping the relationship with the other party workable.
- Enforcement: pursuing remedies, including litigation where that is the only route left.
The Range of Agreements We Handle
Service agreements, M&A agreements, master service agreements, EPC contracts, franchise and licensing agreements, technology transfer agreements, project development agreements, employment contracts, sales and vendor contracts, loan and financing agreements, real estate contracts and joint venture agreements.
Industries We Serve
We work across most sectors, with particular experience in engineering and construction, energy, real estate, technology, health, food and beverage, insurance, banking and finance, tourism, fintech, aviation and entertainment. Each brings its own standard risks and deal structures, and that familiarity means we usually understand a client’s commercial context before the first draft is written.
