Quiz 3: Advanced — MSAs for Indian Businesses

Question 1 of 5

An MSA between a startup and a large enterprise is silent on whether the enterprise's standard terms or the startup's terms apply. The enterprise sends its standard PO with its own terms printed on the back. The startup delivers services without responding to the PO. Which terms most likely govern?

AThe enterprise's terms — it sent the last document BThe startup's MSA — it was agreed first CThere is a battle of forms; neither set of terms may fully apply, and default contract law fills the gaps DNo contract is formed because the terms were never agreed

Question 2 of 5

A provider includes a 'residual knowledge' clause stating that employees may use knowledge retained in their unaided memory after the engagement. The customer objects. What is the typical commercial resolution?

AThe residual knowledge clause is always void as it conflicts with confidentiality BThe clause is standard and should be accepted as-is CThe clause is accepted for general skill and knowledge, but expressly carved out for specific confidential information like trade secrets, customer lists, and technical specifications DThe customer should insist on a full memory wipe clause instead

Question 3 of 5

An MSA requires disputes to be resolved by arbitration seated in Delhi under DIAC rules. The customer files a suit in a Mumbai court instead. Which procedural step is most appropriate for the provider?

AFile a counterclaim in the Mumbai court BApply to the court to refer the matter to arbitration under Section 8 of the Arbitration and Conciliation Act, 1996 CCommence parallel arbitration proceedings in Delhi immediately DSeek an anti-suit injunction from the Delhi High Court

Question 4 of 5

A MSME-registered provider is paid 75 days after invoice date. The MSA specifies 45-day payment terms. Under the MSMED Act, what interest rate applies to the delayed payment?

AThe contractual default interest rate in the MSA BThree times the RBI bank rate, compounded monthly C18% per annum as specified by the Consumer Protection Act DThe parties must negotiate the interest in good faith

Question 5 of 5

A provider's IP assignment clause assigns to the customer 'all intellectual property rights in and to the deliverables created under this Agreement.' The provider later discovers it assigned an algorithm it uses across all its products. What is the most appropriate legal remedy at this stage?

AThe assignment is unenforceable because the algorithm was not specifically identified BThe provider should request a retroactive background IP carve-out from the customer CThe provider may seek to rescind the assignment on grounds of mistake, or negotiate a licence-back arrangement with the customer DThe provider's only remedy is to recreate the algorithm under a different implementation

Quiz 3 — Advanced