When you deliver through a white-label partner, the partner sees your client's requirements, systems and sometimes data. The client relationship is the most valuable thing you own. Three contract clauses do most of the work of protecting it: confidentiality, non-solicitation and ownership of what gets built.
This is a plain-language guide, not legal advice. The sections of Indian law quoted below are listed at the end with links to the official text. Have a lawyer review your contracts before you rely on them.
1. Confidentiality: the NDA
A non-disclosure agreement says that information one party shares with the other stays confidential and is used only for a stated purpose. In white-label work it is normally the first thing signed, before you share a client's name or brief with a delivery partner.
What a useful NDA covers
- What counts as confidential: client identity, requirements, designs, code, credentials, pricing and anything marked or reasonably understood as confidential.
- Permitted use: only to evaluate or perform the work for you.
- Who may see it: only the partner's people who need it, bound by the same duty.
- Return or destruction of information when the work ends.
- How long the duty lasts, which for trade secrets and client data is usually beyond the end of the project.
- Exceptions such as information already public or required to be disclosed by law.
A mutual NDA, where both sides are protected, is usually easier to agree and fairer when the partner also shares its methods or tools with you.
When personal data is involved
If the project handles personal data of your client's customers, confidentiality alone is not enough. India's Digital Personal Data Protection Act, 2023 defines a Data Processor as "any person who processes personal data on behalf of a Data Fiduciary" (section 2(k)). Section 8(2) says a Data Fiduciary may engage a Data Processor to process personal data on its behalf "only under a valid contract", and section 8(1) keeps the Data Fiduciary responsible for compliance for processing done on its behalf. In practice, the data-handling terms your client agrees with you need to flow down, in writing, to your delivery partner.
2. Non-solicitation: keeping the partner from going around you
A non-solicitation clause is a promise not to approach the other party's clients, or staff, for a period. For an agency using a white-label partner, the key promise is that the partner will not contact, pitch to or take work directly from your client, and will not hire your client's staff or yours.
What Indian law says
Section 27 of the Indian Contract Act, 1872 provides that every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind is to that extent void. The only exception written into the section is for someone who sells the goodwill of a business and agrees with the buyer not to carry on a similar business within specified local limits.
What this means for wording is a question for your lawyer. As a practical matter, agencies usually keep these clauses narrow and tied to the relationship: a defined list of clients the partner was introduced to through you, a defined period, and a focus on not soliciting rather than a blanket ban on ever working in the same field. Restrictions that apply while the contract is running are generally treated differently from restraints that continue after it ends.
Make it practical, not only legal
- Keep client communication through you. The partner works in your tools, under your email domain or project accounts, and does not hold a direct line to the client.
- Name the client in a schedule to the partner agreement, so it is clear who is covered.
- Remove partner branding from code, documents and environments delivered to the client.
3. Ownership: IP assignment
Your client will usually expect to own the code and designs it paid for. You can only give the client what you own, so the chain has to be complete: partner to you, you to client.
Who owns code by default
Under section 17 of the Copyright Act, 1957, the author of a work is the first owner of the copyright in it, subject to exceptions. One exception covers work made by an employee in the course of employment under a contract of service: the employer is the first owner unless there is an agreement to the contrary. A delivery partner's company is not your employee, so code written by the partner's team is not yours by default. You need an assignment in the contract.
What a valid assignment needs
Section 19 of the Copyright Act sets the rules:
- An assignment is valid only if it is in writing and signed by the assignor or its authorised agent (section 19(1)).
- It should identify the work and specify the rights assigned, the duration and the territorial extent (section 19(2)).
- If the period is not stated, it is deemed to be five years from the date of assignment (section 19(5)).
- If the territory is not specified, it is presumed to extend within India (section 19(6)).
The last two defaults catch many software contracts. If your client is abroad, or expects to own the code permanently, the assignment needs to say so in terms. Ask your lawyer about the full wording, including the other requirements of section 19.
Other ownership points to settle
- Pre-existing tools and accelerators. A partner may reuse its own components. The usual approach is that the partner keeps ownership of those and grants a licence to use them in the delivered product, while everything written specifically for the project is assigned.
- Open-source components. List them, with their licences, as part of the deliverables.
- Handover. Source code in a repository you control, with build and deployment instructions. For long-running systems, some clients ask for source code escrow.
Putting it together
- Sign a mutual NDA with the partner before sharing any client detail.
- Sign a master agreement with the partner that includes non-solicitation of your clients, white-label terms, data-handling terms and IP assignment.
- For each project, name the client and deliverables in the SOW. See how to write a statement of work.
- Make sure what you promise the client on confidentiality, data and ownership is matched, clause for clause, by what the partner promises you.
Checking a partner's willingness to sign these terms is part of choosing one. Read what to check before you pick a white-label development partner.