You agreed the price on a call. Scope felt settled, the buyer was nodding, someone said "let's get paper moving." Then the SoW went to the client's legal team and everything went quiet. Two weeks later a redline comes back with twelve tracked changes and a note asking to "align on IP and governing law." The deal didn't die. It just moved from the buyer, who wanted to say yes, to a lawyer whose entire job is to find reasons to say not yet.
That handoff is the part most shops underestimate. The buyer is your ally. The buyer's counsel is not your adversary, but they are paid to surface risk, and an offshore SoW built on recycled US boilerplate hands them a long list to work with. Every one of those tracked changes is a round trip: their counsel drafts, your side reviews, maybe you loop in your own lawyer, and each cycle adds days. The way to close faster is not to argue the redlines down. It's to write the document so there's nothing obvious to redline in the first place.
Here's what US counsel actually looks at when an Indian delivery shop's SoW crosses their desk. This is educational, not legal advice, and the specifics of any engagement need qualified US and Indian counsel. But the patterns are consistent enough to plan around.
Flag 1: the IP assignment doesn't do what the sentence claims
This is the one that gets marked up almost every time, and it's usually the shop's own boilerplate that's the problem.
A lot of offshore SoWs carry a US-style "work made for hire" clause, or a flat sentence like "all work product belongs to Client." US counsel reads that and generally knows it's shaky. Under 17 U.S.C. §101, "work made for hire" is a defined term with two narrow paths: a work prepared by an employee within the scope of employment, or a specially commissioned work that falls into one of nine enumerated categories and is agreed in a signed writing. Software delivered by an outside vendor typically fits neither. Your engineers are your employees or contractors, not the client's. And 17 U.S.C. §201 reinforces the point: outside the work-made-for-hire pathways, copyright vests initially in the author, and ownership generally has to be transferred by a written assignment. A work-for-hire label on a vendor engagement often does no work at all.
So counsel expects an actual assignment. And this is where Indian law enters, because the assignor is an Indian entity. Under the Indian Copyright Act, 1957, an assignment of copyright has formalities. Section 19 provides that an assignment is not valid unless it's in writing signed by the assignor or an authorised agent (§19(1)); that it must identify the work and specify the rights assigned, the duration, and the territorial extent (§19(2)); and it sets default rules that bite when you leave gaps. If the duration is silent, §19(5) can deem the assignment to run for only five years. If the territory is silent, §19(6) presumes it extends only within India. A US client paying for a global product does not want a five-year, India-only assignment, and that is roughly what a bare "all work product belongs to Client" line can collapse into under these defaults.
There's a second wrinkle worth understanding. Section 17 of the 1957 Act makes an employer the first owner of copyright only for works made under a contract of service, meaning employment, in the course of that employment. An independent contractor is typically a different case. So the shop generally can't rely on §17 to own what its subcontractors produce and then wave it through to the client. Many practitioners handle this with a chain: the shop secures assignments from its own people, then assigns onward to the client, using present-tense granting language and a further-assurances covenant so the client can compel any signature needed later. None of that means a particular clause "will transfer ownership" cleanly. It means the document is written to satisfy the formalities the law actually names, instead of asserting a conclusion the law doesn't support. Getting this right starts upstream, at the scope you write out before anyone drafts terms, because a vague deliverable makes a precise assignment impossible.
Flag 2: nobody wants to litigate in the other side's courts
The second reliable redline is governing law and dispute forum. US counsel typically dislikes agreeing to litigate in Indian courts, and your side has no appetite for a lawsuit in a US state you've never visited. Left as a standoff, this is exactly the kind of clause that ping-pongs.
The common answer is to sidestep both court systems. Parties often pick a neutral arbitral seat and lean on the New York Convention for enforceability. Singapore is a frequent choice, with an institution like the SIAC administering under its own rules. The reason this works across the corridor is enforcement. India implements the New York Convention through Part II of the Arbitration and Conciliation Act, 1996. Section 44 defines a foreign award, and §49 provides that an enforceable foreign award is deemed a decree of the Indian court. So an award from a Singapore-seated arbitration can generally be enforced against an Indian entity without relitigating the merits. One hedge worth knowing: India uses a notified-country system, so enforceability depends on the seat sitting in a Convention country India has actually notified. That's a detail to confirm with counsel, not to assume.
Offering a neutral seat proactively signals you've done this before. It tends to defuse the whole governing-law fight instead of triggering it.
Flag 3: data terms, if the work touches personal data
If the engagement involves personal data, and for most application work it does, US counsel looks for a data processing addendum, sub-processor terms, and language on cross-border handling. This is normal for them. What's newer is that India's Digital Personal Data Protection Act, 2023 is now part of the picture for offshore processing, with its Rules still being phased in. The point here is not to claim your clause is compliant. Don't assert that, and be wary of any template that does. The point is to size data terms to the actual engagement: real sub-processor disclosure, a workable cross-border provision, obligations that match the data you'll genuinely touch. Omitting data terms invites a redline. Copying in a maximalist DPA you can't actually honor invites a worse one.
Flag 4: confidentiality and the security reps
The last common area is confidentiality plus security representations and warranties. Counsel wants clear confidentiality obligations and some statement of how you protect client data and materials. This is usually less contentious than IP or forum, but a SoW that's silent on it, or that over-promises a security posture you can't stand behind, gets flagged. Say what you actually do. A modest, accurate security rep survives review better than an aspirational one.
What "sign-ready" looks like from your side
Put those four together and a sign-ready SoW has a recognizable shape.
- A present-tense assignment drafted to transfer under Indian law, written to satisfy the §19 formalities: identify the work, and specify the rights, duration, and territory rather than leaving the defaults to fill in a five-year, India-only gap. Add a further-assurances covenant.
- A neutral governing law and arbitration seat, chosen so neither side is dragged into the other's courts, leaning on New York Convention enforceability.
- Data terms sized to the engagement, present but not performative.
- Clean payment and tax mechanics, which counsel also checks, and which are their own corridor puzzle worth handling deliberately.
The strategic move is boring and it works: draft so the reviewing lawyer opens the document, reads clauses that already answer the questions they were going to ask, and finds nothing worth a tracked change. When there's nothing to redline, there's no round trip. The deal that felt agreed on the call actually closes on the timeline you promised.
This is informational and educational, not legal advice. Every characterization here is a general pattern, not a ruling on your facts, and the defaults and formalities described can turn on specifics. Have qualified US and Indian counsel review the assignment, the forum clause, and the data terms for your particular engagement before you sign. What you can do without a lawyer is stop handing the other side's lawyer easy work.