Contract Drafting for Startups: A Vendor Services Agreement from a Term Sheet

<p>Pagdandi Health Technologies, a Bengaluru startup whose ClinicLoop app books appointments for 600 clinics, has agreed a one-page term sheet with Sahyadri Cloudworks to run its production cloud. Now someone has to turn that page into a contract, on Pagdandi's own paper, before the vendor sends its standard terms. That someone is you, the founder's office associate, with Advocate Farhan Qureshi reviewing your draft.</p><p>Across six lessons you draft the whole Managed Services Agreement in a Word lab in your browser, from your own term sheet (every learner's numbers are different): a structure Word can see, a parties block and definitions that remove ambiguity, a Term clause without auto-renewal, fees with GST, TDS and disputed invoices, service levels with automatic, capped credits that are not the only remedy, patient data under the Digital Personal Data Protection Act, 2023 and CERT-In's six-hour rule, an IP assignment that actually transfers ownership under the Copyright Act, a mutual liability cap with a separate data cap and the right carve-outs, termination with a cure period, exit assistance and data return, a properly seated arbitration clause, and the execution block. Every lesson you draft it yourself first, then give the same job to your AI (ChatGPT, Claude, Gemini or Copilot) and learn exactly where it goes wrong: US templates, invented numbers, vendor-friendly defaults.</p><p>In the capstone a second term sheet arrives, for the patient helpline. Your AI drafts the whole support services agreement on the house template you built, and you prove every heading, number and protection before your founder signs. Bartman reads the Word file itself and checks the structure and the clauses a startup must not lose, and a reviewer reads the whole agreement the way outside counsel would before it goes to the vendor.</p>

Tools: Microsoft Word, Contract drafting, Term sheets, Service level agreements, DPDP Act 2023, Limitation of liability, Arbitration clauses, AI assistants for drafting