Commercial Contract Drafting and Negotiation

Contracts are one of the foundational tools of doing business. Business owners sign them constantly — with clients, customers, suppliers, consultants, and every other party they deal with — and it's easy to treat that as a routine formality until something goes wrong. A tightly drafted, legally sound agreement is usually the difference between a disagreement that gets resolved with a phone call and one that ends up in years of costly litigation. That's really the whole case for taking contract drafting seriously in the first place.

Bhandari Law brings a team of lawyers who work in this area specifically, with a solid grounding in how Nepalese contract law actually treats enforceability, breach, and remedy — knowledge that shapes how an agreement should be worded long before any dispute ever comes up.

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) as the governing framework. Under the current Code, a valid contract requires an enforceable agreement between two or more parties to do, or not do, something — built on offer and acceptance, capacity of the parties, free consent, a lawful object, and a degree of certainty about what's actually being agreed. Certain parties, such as minors or people of unsound mind, generally lack the capacity to contract, which is one of the more common grounds a contract gets challenged on.

Where a party fails to meet its obligations under a contract, or makes clear it doesn't intend to, that's treated as a breach, and the Code entitles the aggrieved party to recover damages for the actual loss caused. Whether that remedy is realistically available, though, often comes down to how the contract itself was drafted in the first place — vague terms, missing dispute resolution clauses, and unclear obligations all make enforcement harder, regardless of what the underlying law allows.

What We Do

We handle the full lifecycle of a contract — drafting, reviewing, negotiating, and, when it comes to that, enforcing it. Our aim on the drafting and negotiation side is straightforward: get clients the best realistic terms, protect their interests clearly enough that there's little room for later dispute, and build agreements that hold up if they're ever tested in court.

Drafting

We draft agreements from scratch, tailored to the specific deal and risk profile involved, rather than working off generic templates that don't reflect what a client actually needs protected.

Review

We review contracts clients receive from counterparties, flagging unfavorable terms, ambiguous language, and provisions that could create problems down the line.

Negotiation

We negotiate directly on a client's behalf, working to secure the most favorable terms available while keeping the relationship with the other party workable.

Enforcement

Where a counterparty breaches an agreement, we pursue enforcement — including litigation, where that's the only route left to protect a client's rights.

The Range of Agreements We Handle

Our lawyers have drafted and negotiated a wide range of contract types, including service agreements, merger and acquisition agreements, master service agreements, EPC (Engineering, Procurement, and Construction) contracts, franchise agreements, licensing agreements, technology transfer agreements, project development agreements (PDAs), employment contracts, sales contracts, vendor contracts, loan and financing agreements, real estate contracts, and joint venture agreements.

Industries We Serve

We work across essentially every sector, with particular experience in engineering and construction, energy, real estate, technology, health and medicine, food and beverage, insurance, banking and finance, tourism, fintech, aviation, and entertainment. Each of these industries brings its own set of standard risks and deal structures, and having worked across this range means our team generally already understands the commercial context a client is operating in before the first draft is even written.

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