TRA

CONTRACT DRAFTING
COMPETITION
2017

CASE BRIEF

IN ASSOCIATION WITH

Thought Partner Academic Partners

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Wright Technologies Inc.

CONFIDENTIAL INSTRUCTIONS FOR COUNSELS OF WRIGHT

TECHNOLOGIES INC.

Note: For participants from law schools outside India, all references to India and
Indian law may, where the context so permits, be substituted by the local law or
regulations applicable in the place where their respective law schools are based.

BACKGROUND

1. Wright Technologies Inc. (WT) is an American technology company

incorporated in Delaware and headquartered in San Francisco, California. WT
has, through its app based ride hailing services, revolutionised the urban-
mobility business.

2. You are an associate at a Delhi-based international law firm. WT is a client of

your firm and has approached your partner and you for advice on a proposed
transaction and to draft an agreement for the same.

3. Though WT is primarily an app-based transport aggregator, it has other

business verticals in development. WT is interested in the deployment of
autonomous (self-driving) vehicles as part of the existing fleet of conventional
vehicles that it aggregates on its platform.

4. Asimov Innovations Pvt. Ltd. (Asimov), is a Delhi based technology

company established by the visionary Indian inventor, Dr. Vinayak Kasturi.
Asimov has developed a fully autonomous vehicle, named the ARC-170
(ARC-170) which is capable of operating in both crowded areas and
highways without human assistance/intervention. The ARC-170 has received
critical acclaim from the scientific community for the remarkable advances in
various input technologies like radar, LIDAR and GPS; however, the
government and civil society are sceptical of its ability to safely navigate Indian
road and traffic conditions.

THE DEAL

5. Dr. Vinayak Kasturi has approached WT with a business proposal. He has

informed WT that Asimov has completed on-road testing of ARC-170 and has
secured approvals for its manufacture and commercial roll-out. Asimov
proposes to manufacture an initial fleet of 500 (Five Hundred) ARC-170s (ARC
Fleet). He is aware of WTs interest in autonomous vehicles and has offered
to deploy the ARC Fleet on WTs platform.

6. Asimovs brief proposal to WT is as follows:-

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a. Asimov will become a service provider for WT, where it will deploy the ARC
Fleet on WTs app-based platform with one part deployed in Bengaluru
and the other part in Delhi-NCR.

b. Asimov will operate and maintain the ARC Fleet, at its own cost. WT will
have the right to inspect the fleet and Asimovs maintenance facility from
time to time.

c. WT will have the exclusive right to market and brand the service under
WTs name. WT will however be liable to acknowledge Asimov as the
technology service provider.

d. In order to ensure optimal utilisation of the ARC Fleet, but subject to its the
availability and capacity, WT will route up to 70% (Seventy Percent) of the
customer requests it receives through its platform to Asimov on priority.

e. The standard fares for using the fleet will be determined jointly by Asimov
and WT. Asimov would be entitled to a fixed percentage of the total fare
paid by the customer to WT per trip.

CLIENTS INSTRUCTIONS

9. WT finds Asimovs proposal broadly acceptable, but has the following concerns
/ questions regarding the same:

a. As with all new technologies, WT appreciates the necessity of a controlled

roll-out. Accordingly, WT wants to retain extensive rights of oversight on
Asimovs ARC Fleet operations including Asimovs maintenance facilities
and procedures. However, WT is wary that its powers of oversight should
not dilute its status of a neutral aggregator.

b. WT wants it to be made clear in the agreement, that it is only providing

aggregation services and it is in no way responsible for the operation of
these vehicles. It should further be clarified that while WT shall attempt to
maintain oversight over the vehicles, it is not responsible to do so, and
certainly not liable in the event the vehicle malfunctions. WT would also
like to disclaim any liability, whether civil or criminal, for accidental damage
caused by these vehicles to life or property. WTs in-house counsel has
said that such limitation of liability provisions maybe difficult to enforce.
WT has requested your legal opinion on the enforceability of such a clause
in India.

c. Given that the technology is still new, WT wants comprehensive indemnity

from Asimov in relation to the services it is providing. WT is especially
concerned about liability arising out of accidental damage caused by these
vehicles to life or property.

d. WT revolutionised the tightly-regulated and politically sensitive urban-

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mobility industry. It attaches prime importance to ensuring complete

regulatory compliance whether before commencing operations at a new
location or rolling out a new feature or service. WT is especially concerned
about the regulatory ambiguity concerning autonomous vehicles.
Although, Dr. Vinayak Kasturi has informally assured WT that he can get
all the necessary regulatory approvals, WT would like this to be provided
for in the agreement.

e. WT would like to ensure Asimovs compliance with the provisions of the

U.S. Foreign Corrupt Practices Act, 1977 at all times.

f. WT has heard rumours that Asimovs rivals are close to developing an

autonomous vehicle similar to the ARC-170. Further, WT has informed you
that Dr. Vinayak Kasturi has not filed patent applications for many key
innovations he has developed which are integral to the novelty of the ARC-
170. WT wants to make the filing of the necessary patents a precondition
to the deal. WT also requires an indemnity from Asimov, in the event any
technology incorporated in the ARC-170 infringes any third party
intellectual property.

g. While WT is agreeable to mutually fix the fare chargeable to an end-user

for availing the service, it would like to retain, albeit at its own cost, the
ability to alter the final fare offered to passengers in order to manage
availability of the ARC Fleet in the form of surge pricing and for general
marketing purposes including offering promotional fares and discounts.

h. WT acknowledges that Dr. Vinayak Kasturi is a leader in the field of

automated systems, however it is vary of his mercurial nature and
eccentricities and therefore are doubtful of his management abilities. WT
would like the day-to-day operations of the project to be managed by Dr.
Kasturis more amiable co-founder, Mr. Pankaj Thielaraman, currently
the CFO of Asimov. Mr. Thielaraman also has extensive experience in
handling and successfully delivering such projects. However, WT admits
that it cannot make such a demand in the initial phase of the project as it
may be perceived as a personal affront by Dr. Kasturi. Accordingly, WT
would like to be able to demand the change in management if the project
does not go as planned within 1 year of commencing operation. WT has
requested you to confirm if such a right would be enforceable in India. WT
has also left you to decide if it will be better to define clear parameters of
performance or if it will be legally and strategically more beneficial to leave
this term open-ended.

i. WT is reasonably certain that Dr. Vinayak Kasturi has also approached

WTs primary competitors, Vanakam Cabs and Hamari Cabs with a
similar business proposal. WT desires that Asimov cease all negotiations
with Vanakam and/or Hamari Cabs for a period of at least 3 months.

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j. WT proposes that the agreement be governed by the law of the State of

California, USA as it is more familiar with it, but is looking to your advice
in making an appropriate choice of governing law for the contract. It is also
concerned that Indian courts or arbitration system may take longer to
resolve a dispute. WT has been advised by their in-house lawyer that they
should confirm whether an arbitral award passed in a proceeding in the
US will be enforceable in India. If the answer to the question is no then it
would rather go for an Indian arbitration as the primary assets of Asimov
are located in India. WT has also been informed by its in-house lawyer that
Indian courts can set aside both domestic and foreign arbitral awards, but
he was unsure about this position. WT wants you to check if it would be
possible to avoid such intervention of the Indian courts by arbitrating
outside of India. If yes, then a foreign arbitration is very attractive to WT.
Accordingly WT is relying on you to decide on an appropriate mechanism
for dispute resolution. WTs in-house lawyer prefers an ad-hoc arbitration
where the arbitrator is nominated by WT. You have to evaluate the best
solution for the client.

k. WT would like the agreement to operate for a term of two years, with an
option for WT to renew the contract on the same terms and conditions for
a further term of two years, with approval from Asimov. WT has requested
that Asimov should not have the power to terminate the contract except
in case of a material breach by WT. WT is relying on you to specify in detail
what constitutes a material breach.

l. WT desires that during the term of the contract, Asimov does not work
with any other urban-mobility company either in India or abroad. WTs in-
house counsel wants your advice on the enforceability of the clause and
suggestions on ways to best draft the clause. Your partner has asked you
to provide a few alternatives in the draft contract itself.

m. WT is very particular about confidentiality of the terms of the arrangement

between itself and Asimov and also about all information that would be
shared between them during the course of this business relationship.

10. You have been directed by your partner to draft a service agreement to be
entered between WT and Asimov. Your partner has advised you to find an
appropriate precedent for a service agreement to use as a guide and to prepare
a first draft to be shared with the client. While drafting this agreement, you
should bear in mind the concerns of your client, but you may not retract from
the position already agreed to by the parties.

11. You must also provide your legal opinion in response to any advice that WT has
sought from you in a separate document. There is no word limit for the
comments sheet.

If you seek any clarification from the client, you may write to the Student Initiative
for the Promotion of Legal Awareness, at NLSIU with your questions at

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sipla@nls.ac.in. Please keep your questions to the minimum (no more than three) and
succinct (no more than 75 words for each question).
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