How to transfer a sports franchise in India: Part 2 – Drafting the agreement

In this article, you will learn how to word key clauses, what to watch out for, and how to make sure your sports contract is not just legally sound, but also clear and athlete-friendly. Think of this as your sidekick in the drafting room.

Introduction

Welcome to Part 2 of our two-part series on the transfer of sports franchises in India. 

In the first part of this series, we unpacked the legal backbone of sports transfer contracts in Indian sports. We looked at how these agreements are shaped by league regulations. We also went through what clauses typically go into these agreements, from salary to injury and image rights, and why these details matter in practice. 

It does not matter if it is the IPL, ISL or PKL; the rules may vary, but the goal is essentially the same for all. And that is for us to create clear, enforceable contracts that protect all parties. 

 Now, in this second part, we focus on the real work: drafting. Let us get into it. 

Drafting the agreement

We will first set up a background of facts. Using that as our base, we will proceed to drafting. 

In 2017, Wonders Sports Private Limited, a Kolkata-based company, was awarded a franchise by the All India Pro Kabaddi League (AIPKL) to operate the Kolkata Wonders, one of the original eight teams of the league. Over the years, the team built a strong regional following and became known for its aggressive style and passionate fan base.

However, by 2025, the principal promoters of Wonders, Mr. Kiran Saha and Ms. Rita K decided to exit the sports business to focus on their other ventures in real estate. They entered into negotiations with Ironmark Ventures LLP, a Mumbai-based sports investment and management firm headed by Mr. Veer Kumar, which was looking to acquire a majority stake in an existing AIPKL team and rebrand it under its pan-India sports portfolio.

After months of negotiation and preliminary approvals from AIPKL, the parties decided to proceed with a business transfer of the franchise division of Wonders  Sports Private Limited to a newly incorporated company, Ironmark Sports Kolkata Private Limited, wholly owned by Ironmark Ventures LLP.

Now, what would this business transfer include? 

It would include the rights and obligations under the franchise agreement with AIPKL and the team’s registered trade mark “Kolkata Wonders” and its roaring horse logo. It should also include all player contracts and staff employment agreements, and physical and digital assets (training gear, merchandise inventory, websites, social media handles). All sponsorship, stadium lease, and broadcasting subcontracts must be added as well. 

Also, the transfer was subject to final approval by AIPKL’s governing body and assignment and novation of material contracts. It was also subject to a tax clearance certificate from the relevant authorities and formal IP assignment and registration updates.

BUSINESS TRANSFER AGREEMENT

This introductory section is legally known as the title, date, and parties section. When it comes to the title, the name of the agreement must reflect the transaction type clearly. Use “Business Transfer Agreement” if you are transferring an entire division or undertaking as a going concern. Do not use “Sale Agreement” or “Assignment Agreement” if the transaction involves complex obligations like IP, contracts, and employees.

Always insert a specific date. If the agreement is signed on a different date than the effective date of the transaction, you will clarify that later in the definitions or operative clause.

When it comes to parties, mention full legal names, corporate status (e.g., “Private Limited Company”), and registered office address. This avoids ambiguity and helps with stamp duty, tax, and filing later.

Use neutral locations (like Mumbai or Delhi) as the place of execution if the parties are from different states this helps when selecting jurisdiction or arbitrators later.

This Business Transfer Agreement (“Agreement”) is made and entered into on this 20th day of June, 2025, at Mumbai, Maharashtra,

BY AND BETWEEN

Wonders Sports Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 12th Floor, Tower C, EcoPark Business Centre, New Town, Kolkata – 700156, West Bengal (hereinafter referred to as the “Transferor”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns),

AND

Ironmark Sports Kolkata Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 7A, Crossbay Enclave, Worli Sea Face, Mumbai – 400018, Maharashtra (hereinafter referred to as the “Transferee”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns).

The Transferor and the Transferee shall hereinafter be collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

How does this section help? The Recitals help any reader, including judges, arbitrators, regulators, and even future management, understand the business rationale behind the agreement. 

When you are drafting, start from the beginning. So, how own what, since when, under what authority (e.g., franchise agreement, IP registration, contract)? Mention clearly the scope. Cover all the major parts of the business being transferred brand, contracts, rights, obligations, and assets. Use the word “inter alia” if the list is not exhaustive.

Cover the purpose as well. Why is this agreement being made? Who is exiting? Who is entering? This helps remove ambiguity later, especially in tax or league-related issues. Also mention third-party approvals. If your transfer is subject to a league, government, or board approval, refer to it here. Do not wait until the later clauses.

Use neutral, precise language: Recitals are not the place to argue or introduce controversial statements. Keep them factual, chronological, and free of legal conclusions.

WHEREAS, the Transferor is engaged in the business of operating a professional kabaddi team under the name and brand “Kolkata Wonders”, pursuant to a franchise agreement dated 10th April, 2017 (“Franchise Agreement”) entered into with the All India Pro Kabaddi League (“AIPKL”);

AND WHEREAS, the said franchise business includes, inter alia, the use of the team name and logo, player contracts, coaching and support staff employment agreements, sponsorships, broadcasting rights, leasehold rights, and related tangible and intangible assets used in connection with the team’s operations (collectively referred to as the “Franchise Business”);

AND WHEREAS, the Transferor has expressed its intention to exit the sports franchise business and has agreed to transfer, convey, and assign the Franchise Business to the Transferee on a going-concern basis, and the Transferee has agreed to accept and acquire the same, subject to the terms and conditions of this Agreement;

AND WHEREAS, the Parties have obtained in-principle approval from AIPKL for the proposed transfer, and agree to complete all required formalities, including novation of the Franchise Agreement, assignment of intellectual property, and transfer of contracts as part of the transaction;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and intending to be legally bound, the Parties agree as follows:

1. Definitions and interpretation

The Definitions and Interpretation clause is a cornerstone of any well-drafted agreement, especially complex ones like a franchise transfer. Why?: 

1. Clarity and consistency: Defining key terms at the outset ensures that every time a term is used later in the agreement, there is no ambiguity about what it means. This prevents disputes about interpretation.
2. Ease of reading: Once defined, you do not need to repeat long descriptions. For example, use “Franchise Business” instead of repeating “the professional kabaddi team business operated under the name…”
3. Flexibility: It allows you to clarify how terms should be interpreted (e.g., singular/plural, gender-neutral), which helps if the document is read in different contexts or jurisdictions.
4. Legal certainty: Proper references to statutes and their amendments avoid confusion if laws change over time.

When it comes to drafting, what should you do? Define all important and recurring terms that will be used later in the agreement. Use precise and neutral language; making it complex will cause confusion later. 

Avoid defining words that are common or will be clearly understood from context unless they have a special meaning. Add group-related definitions logically.

Include interpretation rules to avoid drafting errors (like how to treat headings or gender).

1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
   1. “Affiliate” means, in relation to a Party, any entity which directly or indirectly controls, is controlled by, or is under common control with such Party.
   2. “Agreement” means this Business Transfer Agreement, including its Schedules and Annexures, as amended from time to time.
   3. “Franchise Agreement” means the franchise agreement dated 10th April 2017 entered into between the Transferor and the All India Pro Kabaddi League (AIPKL).
   4. “Franchise Business” means the professional kabaddi team business operated under the name “Kolkata Wonders”, including all associated intellectual property rights, contracts, assets, and obligations as detailed in Recitals.
   5. “Intellectual Property Rights” means all trademarks, trade names, logos, copyrights, designs, domain names, and other statutory intellectual property rights used in connection with the Franchise Business.
   6. “Digital Assets” means all social media handles, websites, and other digital properties used in connection with the Franchise Business, subject to applicable platform terms and conditions.
   7. “Effective Date” means the date on which all conditions precedent set forth in Clause 6.1 are satisfied or waived, or such other date as the Parties may mutually agree in writing.
   8. “Transferred Assets” means all assets, rights, interests, and properties being transferred under this Agreement as listed in Schedule A.
   9. Going Concern” means the Franchise Business as an ongoing, operational entity, capable of functioning without the need for liquidation or significant restructuring.
   10. “Material Contracts” means all contracts essential to the operation of the Franchise Business, including but not limited to the Franchise Agreement, player contracts, sponsorship agreements, and stadium leases, as listed in Schedule A..
   11. “Novation” means the substitution of a new contract or party for an existing contract or party, with the consent of all relevant parties, in accordance with section 62 of the Indian Contract Act, 1872
2. In this Agreement, unless the context otherwise requires:
   1. Headings are for convenience only and shall not affect the interpretation of this Agreement.
   2. Words importing the singular shall include the plural and vice versa.
   3. Words importing any gender shall include all genders.
   4. References to any statutory provision shall include any amendments or re-enactments thereof.

2. Transfer of business

This clause is the heart of the business transfer agreement as it sets out the actual transfer of the business rights and obligations. Here’s why and how to draft it well:

1. Clear intention: It confirms that the Transferor is transferring everything related to the franchise business, and the Transferee is accepting it as a going concern (meaning the business continues uninterrupted).
2. Comprehensive scope: Use language like “without limitation” to ensure no related asset, right, or liability is unintentionally excluded.
3. Specific obligations: Mention critical third-party contracts, like the Franchise Agreement, because such contracts usually require consent or novation before they can be transferred legally.
4. Assumption of liabilities: Explicitly state that the Transferee will take over all liabilities from the Effective Date to avoid disputes later about responsibility for past or future claims.

When it comes to drafting, use broad but precise language to cover all assets and liabilities. You can reference specific contracts or obligations that need special attention (franchise contracts, leases, IP licences). Make sure to state the effective date clearly. Also, ensure the Transferee’s acceptance is equally clear and unconditional, subject to the agreement terms.

1. Subject to the terms and conditions of this Agreement, the Transferor hereby transfers, conveys, assigns, and delivers to the Transferee, and the Transferee hereby accepts from the Transferor, the entire Franchise Business as a going concern on the Effective Date.
2. The transfer shall include, without limitation, all rights, title, interest, goodwill, intellectual property rights, contracts, licences, permits, assets, liabilities, and obligations relating to the Franchise Business.
3. The Transferor shall take all necessary steps to effectuate the transfer of the Franchise Agreement with AIPKL to the Transferee, including obtaining all requisite approvals, consents, and novations.
   1. The Transferor and Transferee shall jointly cooperate to obtain consents for the novation or assignment of all Material Contracts, including player contracts and sponsorship agreements, and the Transferor shall bear all costs associated with obtaining such consents unless otherwise agreed.
4. The Transferee agrees to assume and perform all obligations and liabilities arising out of or relating to the Franchise Business on or after the Effective Date, provided that the Transferor shall remain liable for all pre-existing liabilities, whether disclosed or undisclosed, as per Clause 8.
5. The Parties acknowledge that final approval from AIPKL’s governing council is a condition precedent to the transfer, as detailed in Clause 6.
6. The Transferor shall ensure compliance with all applicable labour laws, including obtaining necessary employee consents and providing required notices, to facilitate the lawful transfer of staff employment agreements to the Transferee.

3. Purchase consideration and payment terms

The Purchase Consideration and Payment Terms clause is fundamental because it spells out the financial terms and the timing of payments, which is often the most sensitive part of a business transfer.

1. Clear amount: State the exact purchase price in both numerals and words to avoid ambiguity or fraud.
2. Payment schedule: Specify how and when payments will be made, whether in lump sums, instalments, or milestones. This protects both parties’ interests and clarifies expectations.
3. Earnest deposit: Often, an upfront deposit confirms commitment and may be forfeited under certain conditions, which you can add in later clauses if needed.
4. Payment method: Electronic transfers are preferred for traceability. Specify the mode to prevent disputes.
5. Tax considerations: Include clauses on withholding tax compliance and certificates to keep the transaction clean and compliant with Indian tax laws.
6. Receipts: Ensure there is an obligation on the Transferor to provide receipts, as this is important for record-keeping and auditing.

When it comes to drafting, always spell out the purchase price fully and clearly. You need to be precise on deadlines and payment modes. You can also consider including late payment penalties or interest clauses elsewhere if relevant. Also, consult tax advisors to ensure withholding and GST compliance.

1.  In consideration of the transfer of the Franchise Business by the Transferor to the Transferee, the Transferee agrees to pay the Transferor a total purchase price of INR 75,00,00,000 (Indian Rupees Seventy-Five Crores only) (“Purchase Consideration”).
2. The Purchase Consideration shall be payable by the Transferee to the Transferor in the following manner:
   1. An initial earnest deposit of INR 10,00,00,000 (Indian Rupees Ten Crores only) shall be paid within five (5) business days from the execution of this Agreement;
   2. The earnest deposit of INR 10,00,00,000 shall be paid into an escrow account maintained by (escrow agent/bank), to be released to the Transferor upon satisfaction of all conditions precedent under Clause 6 or refunded to the Transferee if the Agreement is terminated under Clause 6.2.
   3. The balance amount of INR 65,00,00,000 (Indian Rupees Sixty-Five Crores only) shall be paid on or before the Effective Date by way of electronic transfer to the bank account designated by the Transferor.
3. All payments shall be made free and clear of any deductions or withholdings, except as required by law. In case of any withholding tax, the Transferee shall provide the Transferor with valid tax deduction certificates.
4. The Parties agree that the Transferor shall provide the Transferee with a duly executed receipt for all payments made under this Agreement.

4. Representations and warranties of the Transferor

So, why is this important? Representations and warranties are critical statements made by the Transferor to assure the Transferee of the truthfulness and accuracy of important facts. This clause serves multiple purposes:

1. Risk allocation: It shifts the risk of hidden defects, liabilities, or legal issues to the Transferor. If any warranties prove false, the Transferee can claim damages or rescind the agreement.
2. Due diligence: These statements reflect the due diligence the Transferor has undertaken and assure the Transferee that the business is sound.
3. Legal protection: If the Transferor breaches any representation or warranty, it may lead to legal consequences, including indemnification or termination rights.

When comprehensive but realistic. Include all material facts that affect the value or operation of the business. Avoid overly broad or vague statements that might be difficult to prove. Aslo, ensure the Transferor has actually verified the facts they warrant.

Make sure to tailor the warranties to the specific nature of the franchise and business being transferred.

1. The Transferor represents and warrants to the Transferee that, as of the Effective Date:
   1. It is a duly incorporated and validly existing company under the laws of India and has full power and authority to enter into and perform this Agreement;
      
   2. The Franchise Business is owned by the Transferor free from any encumbrances, liens, charges, or third-party claims, except as disclosed in writing to the Transferee prior to the execution of this Agreement;
   3. The Transferor has obtained all necessary approvals, consents, and licences required to operate the Franchise Business and to enter into this transfer;
   4. The Franchise Business, including the intellectual property rights, is valid, subsisting, and enforceable, and no litigation, arbitration, or governmental proceeding is pending or threatened against the Transferor that could materially affect the Franchise Business;
   5. All contracts, agreements, and obligations forming part of the Franchise Business are valid, binding, and enforceable in accordance with their terms;
   6. The Transferor has complied with all applicable laws, regulations, and league rules relevant to the Franchise Business;
   7. There are no undisclosed liabilities, debts, or obligations relating to the Franchise Business as of the Effective Date.

5. Representations and warranties of the Transferee

The representations and warranties of the Transferee serve to reassure the Transferor that the buyer is capable and prepared to take on the franchise business. So why is it important?

1. Financial capability: The Transferor needs assurance that the Transferee can pay the agreed purchase price to avoid future disputes or defaults.
2. Due diligence confirmation: This confirms that the Transferee has fully examined the business and accepts it as-is, limiting claims later about hidden defects.
3. Legal compliance: The Transferee’s promise to comply with laws and obtain necessary approvals protects both parties from regulatory issues after the transfer.
4. Limiting liability: By confirming reliance only on the Agreement’s terms, it prevents the Transferee from making claims based on other communications or promises.

While drafting, ensure the representations are factual and verifiable. You also need to keep the scope focused on financial capacity, due diligence, and compliance, which are most relevant for the Transferee. Also, tailor to the specific requirements of the sports franchise and relevant league regulations.

1. The Transferee represents and warrants to the Transferor that, as of the Effective Date:
   1. It is duly incorporated and validly existing under the laws of India and has full power and authority to enter into and perform this Agreement;
   2. It has sufficient financial resources to pay the Purchase Consideration in accordance with Clause 3 of this Agreement;
   3. It has conducted all necessary due diligence regarding the Franchise Business and is satisfied with the results thereof;
   4. It shall comply with all applicable laws, rules, and regulations relating to the ownership and operation of the Franchise Business following the transfer;
   5. It shall obtain all necessary approvals, consents, and licences required for operating the Franchise Business, including approvals from the relevant sports league or governing bodies;
   6. It acknowledges that it has not relied on any representations or warranties other than those expressly set out in this Agreement.

6. Conditions precedent

The Conditions precedent clause outlines the essential requirements that must be met before the transfer can legally and effectively take place. What are the purposes it serves?

It protects both parties. It ensures that critical approvals and formalities are completed before the transaction closes, reducing the risk of future disputes or invalid transfers. It also allows either party to withdraw if necessary approvals or conditions are not met, protecting their interests and investment. There are clear milestones set. It specifies what needs to happen before the transfer, creating a timeline and checklist for compliance.

When it comes to drafting, you need to list all regulatory, contractual, and financial conditions necessary for the transaction. Make sure to use clear deadlines, often the Effective Date or a specified time.

You need to allow flexibility by including the possibility of waiver of certain conditions, but make this explicit. Make sure to include termination rights if conditions are not met to avoid indefinite obligations. You can tailor conditions to the specific sports league, regulatory environment, and business structure involved.

1. The obligations of the Parties to consummate the transfer of the Franchise Business under this Agreement are subject to the satisfaction (or waiver) of the following conditions precedent on or before the Effective Date:
   1. Obtaining all necessary approvals, consents, and no-objections from the relevant sports league governing body, including but not limited to the All India Pro Kabaddi League (AIPKL);
   2. Obtaining all required governmental and regulatory approvals and licences necessary for the lawful transfer and operation of the Franchise Business;
   3. Completion of due diligence to the satisfaction of the Transferee, including verification of the Transferor’s representations and warranties;
   4. Execution of any required novation or assignment agreements with third parties, including players, sponsors, and service providers;
   5. Receipt by the Transferor of the initial earnest deposit as stipulated in Clause 3.2(a).
2. If any of the conditions precedent are not satisfied or waived by the Effective Date, either Party may terminate this Agreement by written notice to the other Party, and neither Party shall have any further obligations hereunder except for those that expressly survive termination.

7. Covenants and undertakings

The Covenants and undertakings clause sets out promises each party makes to act in good faith and maintain the value and continuity of the franchise business during the transfer process.

1. Protects business integrity: Prevents the Transferor from making decisions that could harm the business before the transfer is completed.
2. Ensures cooperation: Both parties agree to assist each other, which is critical for a smooth transition.
3. Maintains legal compliance: Requires the Transferee to follow all rules and obtain necessary approvals, protecting the franchise’s legitimacy.

When it comes to drafting, be specific about what each party must do between signing and closing. Use clear language to restrict detrimental actions by the Transferor. Include cooperation obligations to avoid conflicts during handover. Make suee to tailor the undertakings to reflect the operational and regulatory realities of the sports franchise.

1. The Transferor covenants and undertakes that, between the date of this Agreement and the Effective Date:
   1. It shall continue to operate the Franchise Business in the ordinary course and shall not sell, transfer, lease, or otherwise dispose of any material assets of the Franchise Business, except with the prior written consent of the Transferee;
   2. It shall maintain all licenses, permits, and approvals necessary for the Franchise Business;
   3. It shall provide the Transferee with all information and assistance reasonably required to complete the transfer, including access to relevant documents, contracts, and records;
   4. It shall not enter into any agreements or incur any obligations that could adversely affect the Franchise Business without the Transferee’s prior written consent.
2. The Transferee covenants and undertakes that:
   1. It shall promptly apply for and obtain all necessary approvals, consents, and licences required for the operation of the Franchise Business after the Effective Date;
   2. It shall comply with all league rules, regulations, and applicable laws relating to the Franchise Business;
   3. It shall cooperate with the Transferor in the smooth transition of the Franchise Business.

8. Indemnity and liability

The Indemnity and liability clause is essential because it allocates risk and protects each party against losses caused by the other’s breach or pre-/post-transfer liabilities.

1. Risk management: Ensures that if one party suffers a loss due to the other’s breach or past liabilities, they can recover costs.
2. Defines scope: Clearly specifies what types of claims are covered, helping to avoid disputes about responsibility.
3. Limits liability: Often limits the types of damages recoverable to avoid disproportionate claims.
4. Survival clause: Ensures indemnities apply even if the agreement is terminated, reflecting ongoing responsibility for past actions.

Be explicit about which party indemnifies for which risks, usually pre-transfer liabilities for the Transferor and post-transfer liabilities for the Transferee. Include legal costs to cover defending claims. Make sure to limit liability for indirect or consequential damages to keep risk manageable. Tailor the clause to the franchise’s specific risks and the parties’ negotiation.

1. The Transferor shall indemnify and hold harmless the Transferee, its officers, directors, employees, agents, and affiliates from and against any and all losses, damages, liabilities, costs, expenses (including reasonable legal fees), claims, demands, or proceedings arising out of or resulting from:
   1. Any breach of the Transferor’s representations, warranties, covenants, or obligations under this Agreement;
   2. Any pre-existing liabilities, debts, or obligations relating to the Franchise Business incurred prior to the Effective Date;
   3. The aggregate liability of either Party under the indemnity obligations in this Clause 8 shall not exceed the Purchase Consideration, except in cases of fraud or willful misconduct or liabilities arising from statutory or third-party claims not subject to contractual limitation under applicable law.
   4. Any claims, disputes, or litigation arising from the Franchise Business prior to the Effective Date.
2. The Transferee shall indemnify and hold harmless the Transferor, its officers, directors, employees, agents, and affiliates from and against any and all losses, damages, liabilities, costs, expenses (including reasonable legal fees), claims, demands, or proceedings arising out of or resulting from:
   1. Any breach of the Transferee’s representations, warranties, covenants, or obligations under this Agreement;
   2. Any liabilities, obligations, or claims arising from the Franchise Business after the Effective Date.
      
3. Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement.
4. The indemnity obligations shall survive the termination or expiration of this Agreement.

9. Confidentiality

The Confidentiality clause is crucial to protect sensitive information related to the franchise business and the parties involved. It ensures that confidential data disclosed during negotiations or after the transfer is not misused or publicly exposed.

1. Protects business secrets: Franchise businesses often have valuable confidential information, such as player strategies, contracts, and commercial terms.
2. Maintains trust: Ensures that both parties can share information necessary for due diligence and transfer without fear of leakage.
3. Legal compliance: Provides exceptions to confidentiality where disclosure is legally required, protecting the parties from breach claims.
4. Survival: The obligation to maintain confidentiality extends beyond the agreement term to safeguard ongoing business interests.

When you are drafting, clearly define what constitutes confidential information, either here or in a separate definition section. Include standard exceptions to avoid unreasonable restrictions. Set a reasonable survival period, typically 3 to 5 years, depending on the sensitivity of the information. You also need to tailor the clause to reflect the nature of the franchise and industry-specific confidentiality needs.

1. Each Party agrees that it shall keep confidential and shall not, without the prior written consent of the other Party, disclose to any third party any confidential information received from the other Party in connection with this Agreement, including but not limited to business plans, financial information, trade secrets, player contracts, and proprietary data relating to the Franchise Business.
2. The obligations under this Clause shall not apply to information which:
   1. Is or becomes publicly available other than by breach of this Agreement;
   2. Is lawfully obtained from a third party without restriction on disclosure;
   3. Is required to be disclosed by law, regulation, or a competent court or authority, provided that the Party required to disclose gives prompt written notice to the other Party to allow for protective measures;
   4. Is independently developed without the use of the confidential information of the other Party.
3. The confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.

10. Governing law and dispute resolution

The Governing law and dispute resolution clause is critical as it sets the legal framework and process for resolving conflicts arising from the agreement.

1. Clarity on applicable law: Establishing the governing law ensures both parties know which legal system will apply in interpreting the agreement.
2. Promotes amicable settlement: Encouraging negotiation first can save time, cost, and maintain business relationships.
3. Arbitration preference: Arbitration is often preferred for commercial agreements due to confidentiality, speed, and finality compared to court litigation.
4. Procedural details: Specifying the seat, language, and arbitrator appointment process prevents procedural disputes later.
5. Interim relief: Preserving the right to seek urgent court orders protects parties against irreparable harm.

What should you do when drafting? Specify the governing law clearly here; Indian law is appropriate for a franchise in India. You can include a tiered dispute resolution mechanism starting with negotiation, then arbitration. You also need to define the arbitration seat and language as per the convenience and party agreement. Ensure the clause aligns with the parties’ willingness to arbitrate and any league or regulatory requirements.

1. Allow interim court relief to protect parties during arbitration.
2. This Agreement shall be governed by and construed in accordance with the laws of India.
3. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved as follows:
   1. The Parties shall first attempt to resolve the dispute amicably through good faith negotiations within thirty (30) days of receipt of a written notice of dispute from either Party;
   2. If the dispute is not resolved within the negotiation period, the Parties agree to submit the dispute to arbitration under the Arbitration and Conciliation Act, 1996, and any statutory modifications or re-enactments thereof;
   3. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties. If the Parties fail to agree on the appointment within fifteen (15) days of the end of the negotiation period, the appointment shall be made by the Mumbai Centre for International Arbitration in accordance with its rules, or, failing that, by a court of competent jurisdiction under the Arbitration and Conciliation Act, 1996
   4. The seat of arbitration shall be Mumbai, India, and the arbitration proceedings shall be conducted in English;
   5. The award of the arbitrator shall be final and binding on the Parties.
4. Nothing in this Clause shall prevent either Party from seeking interim or injunctive relief from any court of competent jurisdiction.

11. Miscellaneous provisions

The Miscellaneous provisions clause covers important standard contractual terms that ensure the agreement operates smoothly beyond the specific business terms.

1. Entire agreement: Prevents parties from claiming that side agreements or prior understandings override the written contract.
2. Amendments: Requires all changes to be formalised in writing, avoiding informal or unintended changes.
3. Assignment: Controls transfer of rights and obligations, protecting both parties from unwanted third-party involvement.
4. Severability: Protects the remainder of the contract if one part is invalidated.
5. Waiver: Ensures that not enforcing a right immediately does not mean it is lost.
6. Notices: Specifies the proper methods and addresses for official communications to avoid disputes over delivery.

When it comes to drafting, use clear and concise language. Customise notice details and methods as per the parties’ preferences. Keep provisions aligned with the rest of the agreement and governing law.

1. Entire agreement: 

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

2. Amendments: 

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

3. Assignment: 

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in interest.

4. Severability: 

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

5. Waiver:

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

6. Notices: 

Any notice or communication required or permitted under this Agreement shall be in writing and delivered by hand, registered post, or email to the addresses specified by the Parties.

7. Force Majeure:

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, government actions, or league suspensions, provided that the affected Party promptly notifies the other Party and takes reasonable steps to mitigate the impact.

Signature

Signatures are important. The signature block serves as the formal acceptance of the contract terms. Including witnesses strengthens the evidentiary value of the agreement in disputes, especially under Indian law. Always include full names, addresses, and signatures for both parties, and ensure the team representative has proper authorisation (via board resolution or power of attorney, if needed).

IN WITNESS WHEREOF, the Parties have executed this Business Transfer Agreement on the date mentioned at the beginning of this Agreement.

For and on behalf of Wonders Sports Private Limited

Signature: _________________________

Name: ____________________________

Designation: ______________________

Address: ________________________

Date: 20th June 2025 

In the presence of:

1. _________________________ (Witness Name & Signature)

2. _________________________ (Witness Name & Signature)

For and on behalf of Ironmark Sports Kolkata Private Limited

Signature: _________________________

Name: ____________________________

Designation: ______________________

Address: _______________________

Date: 20th June 2025

In the presence of:

1. _________________________ (Witness Name & Signature)

2. _________________________ (Witness Name & Signature)

Conclusion 

Okay, that brings us to the end. And what have we learnt so far? We have learnt that drafting this contract is not just about getting the legalese right, it is about balancing clarity, fairness and enforceability. 

You need to remember that each clause you include carries weight. Not just in law, but also how it shapes the working relationship between an athlete and a team. From the definitions to the signature block, precision matters. 

A good draft reflects the specific sport, the league’s requirements, and the parties’ actual expectations. Always adapt, never blindly copy.

If you followed along through both parts of this series, you now have both the legal context and the drafting tools to approach contracts with confidence, whether you are doing it for a startup league or a flagship team.

And if you ever feel stuck while drafting? Step back, revisit the fundamentals, and ask yourself: What would make this agreement fair, clear, and enforceable if a dispute ever landed in court?

Because in sports, as in contracts, preparation matters. 

The document titled “How to transfer a sports franchise in India: Part 2 – Drafting the agreement” provides a detailed guide on drafting a Business Transfer Agreement (BTA) for transferring a sports franchise in India. While the document is comprehensive and well-structured, there are a few potential legal and factual inaccuracies or areas that could be improved for clarity, accuracy, or compliance with Indian law and practical considerations. Below is an analysis of these issues:

FAQs

1. What is a Business Transfer Agreement (BTA) in the context of a sports franchise?

A Business Transfer Agreement (BTA) is a legal contract that governs the transfer of an entire sports franchise business, including its assets (e.g., team name, logo, player contracts), rights, obligations, and liabilities, as a going concern. It ensures clarity, enforceability, and protection for both the Transferor (seller) and Transferee (buyer). For example, the document outlines the transfer of the Kolkata Wonders franchise from Wonders Sports Private Limited to Ironmark Sports Kolkata Private Limited.

2. Why is it important to use “Business Transfer Agreement” instead of “Sale Agreement”?

The term “Business Transfer Agreement” accurately reflects the transfer of an entire business division, including complex elements like intellectual property (IP), contracts, and employees, as a going concern. Using “Sale Agreement” or “Assignment Agreement” may imply a narrower transaction, potentially causing confusion or legal issues, especially for stamp duty, tax, or regulatory filings.

3. What key elements should be included in the Recitals of a BTA?

The Recitals should provide the business rationale, ownership history, scope of the transfer (e.g., team name, player contracts, IP, assets), purpose of the agreement, and any third-party approvals required (e.g., from the Pro Kabaddi League). They should use neutral, factual language to avoid ambiguity or legal disputes, as seen in the document’s Recitals describing the transfer of the Kolkata Wonders franchise.

4. Why is the Definitions and Interpretation clause critical in a BTA?

The Definitions and Interpretation clause ensures clarity and consistency by defining key terms (e.g., “Franchise Business,” “Intellectual Property Rights”) used throughout the agreement. It reduces ambiguity, enhances readability, and provides legal certainty by clarifying how terms are interpreted (e.g., singular/plural, statutory references), as outlined in Clause 1 of the document.

5. What assets and obligations are typically transferred in a sports franchise BTA?

The transfer includes all rights, title, interest, goodwill, IP (e.g., team name, logo), player and staff contracts, sponsorship agreements, stadium leases, digital assets (e.g., social media handles), and liabilities related to the franchise business. Clause 2.2 specifies these as part of the Kolkata Wonders transfer, ensuring the business continues as a going concern.

6. What is a “going concern” in the context of a franchise transfer?

A “going concern” refers to the franchise business as an ongoing, operational entity that can function without liquidation or significant restructuring post-transfer. This is critical for maintaining the franchise’s value and continuity, as defined in Clause 1.1.9 and emphasised in Clause 2.1.

7. Why is the approval of the sports league (e.g., PKL) important?

Sports leagues, like the Pro Kabaddi League (PKL), often have regulations governing franchise transfers, requiring approval to ensure compliance with league standards, financial criteria, and ownership rules. Clause 6.1.1 lists PKL approval as a condition precedent to the transfer, protecting both parties and the league’s integrity.