Do you want to master the complex legal landscape of global retail, driving 200+ high-stakes cross-border transactions annually across international jurisdictions, licensing, and trade laws?

Join us as Contracts Counsel - Manager to spearhead international contract lifecycle management and safeguard iconic global brands.

JOB DESCRIPTION - CONTRACTS COUNSEL - MANAGER

I. POSITION DETAILS

Position / Job Title: Contracts Counsel - Manager

Business: Aditya Birla Fashion & Retail Limited

Unit: Aditya Birla Fashion & Retail Limited

Department: Legal

Location: Mumbai (Kurla Office)

II. JOB PURPOSE

In relation to ABFRL, ABLBL, and ABDFVL and their subsidiaries:

- To manage entire contract cycle by drafting, reviewing, negotiating the international commercial contracts as per the business requirement, to mitigate legal risks arising from the commercial contracts through standardization of contracts, identification of legal risk in contracts, negotiation of clauses with internal and external stakeholders and reporting risks.
- To support international business operations and independently manage complex cross-border commercial transactions.
- To advise business teams on contractual structuring, legal, commercial, regulatory, tax and dispute-related risks arising from transactions across multiple jurisdictions.
- To mitigate legal risks through creating awareness about laws, processes and legal risks through trainings, focused group discussions, newsletters, etc., to the above businesses and implementation of new processes or process corrections in line with the company's policies and practices.
- To co-ordinate with external counsel, auditors and business stakeholders in matters pertaining to international commercial transactions, cross-border buying and selling arrangements, international trade issues, audits and collection of documents/evidence.

Know-How, Problem Solving & Communication Skills Required:

- 1. Experience: Professional experience of 7 to 9 years.
- 2. Legal Knowledge: Strong knowledge of laws relating to contracts, sale of goods, international trade and cross-border commercial arrangements.
- 3. Legal Systems & IP: Sound understanding of common law and civil law legal systems and their implications for contract drafting, interpretation and enforcement, as well as intellectual property issues relevant to licensing and brand-led businesses.
- 4. International Taxation: Working knowledge of international taxation principles and Double Taxation Avoidance Agreements/Treaties (DTAA).
- 5. Foreign Exchange & Arbitration: Understanding of Foreign Exchange Management Act (FEMA) and cross-border payment regulations relevant to transactions involving India and international arbitration and cross-border dispute resolution.
- 6. Regulatory Compliance: Awareness of sanctions regimes, anti-bribery and anti-corruption laws (including FCPA and UK Bribery Act), competition, privacy and other regulatory considerations relevant to international transactions.
- 7. Sector Expertise: Familiarity with commercial practices relevant to the fashion, retail and e-commerce sectors, enabling effective structuring, drafting, negotiation and risk management of complex multi-jurisdictional transactions while balancing legal risk and business objectives.
- 8. Risk Identification: Ability to identify legal, commercial, regulatory, tax and dispute-related risks arising from international transactions.
- 9. Transaction Ownership: Capability of taking ownership of an international transaction from a legal perspective, understanding the business proposition, identifying jurisdiction-specific risks, determining the appropriate contractual structure and protections, drafting, reviewing and leading negotiations with international counterparties and taking the transaction through to execution.
- 10. Stakeholder Coordination: Experience in working with and coordinating foreign counsel, international business teams, tax advisers and other specialists across jurisdictions.
- 11. Communication: Communication and stakeholder management skills that are essential to coordinate with multiple stakeholders, effectively convey legal risks and solutions to businesses and confidently engage with senior stakeholders, overseas business teams and external counsels across jurisdictions.
- 12. Process Orientation: Eagerness to understand business models and contribute towards developing or improving processes that mitigate legal and operational risks.
- 13. Qualifications: A Master's degree or specialization in International Law, International Trade Law or a related discipline from a reputed overseas university and/or qualification to practise law in India or another recognised jurisdiction (candidates possessing one or more of these qualifications will be preferred).
- 14. Domain Exposure: Exposure in handling legal matters across multiple jurisdictions, preferably gained through experience with reputed law firms advising internationally recognised fashion or luxury brands or through in-house legal experience with leading global fashion, luxury, retail, lifestyle, consumer or other brand-led businesses.

III. JOB CONTEXT & MAJOR CHALLENGES

1. Scope of Work (Entities & Brands Covered):

- Aditya Birla Fashion and Retail Limited (Pantaloons, Ownd, International Business (TC, GL, PRL, etc., TCNS))
- Aditya Birla Lifestyle Brands Limited (Madura Businesses, including Reebok, American Eagle, Simon Carter)
- Aditya Birla Digital Fashion Ventures Limited (TMRW, Nauti Nati, Nautilene)
- Bewakoof Brands Private Limited
- Styleverse Fashion Private Limited
- Wrogn Private Limited
- Pratyaya ECommerce Private Limited
- Imperial Online Services Private Limited
- Awesomefab Shopping Private Limited
- House of Masaba Private Limited
- Indivinity Clothing Retail Private Limited
- Finesse International Design Private Limited
- Goodview Fashion Private Limited

2. Volume & Nature of Contracts:

The average number of contracts to be handled annually ranges from 200 to 300 international commercial contracts (including both executed and non-executed agreements).

The nature of these contracts spans 10 to 15 distinct contract types, including:

- Brand and intellectual property licensing agreements
- Distribution, franchise, and agency agreements
- Purchase, supply, and sale of goods agreements
- Manufacturing, sourcing, and procurement agreements
- Import-export arrangements
- Employment, consultancy, and independent contractor agreements
- Technology, digital, e-commerce, and service agreements
- Confidentiality and business collaboration agreements
- Settlement and dispute resolution agreements




- Other strategic commercial arrangements with international counterparties

3. Core Responsibilities & Operational Context:

- End-to-End Contract Management: Drafts, reviews, negotiates, executes, and maintains safe record-keeping of a diverse portfolio of international commercial contracts.
- Standardization & Workflows: Proactively creates and updates standard contract templates, playbooks, and legal workflows aligned with international best practices; identifies process inefficiencies and implements governance frameworks/SOPs.
- Legal & Regulatory Advisory: Ensures compliance with global laws, FEMA, foreign exchange regulations, company policies, approval matrices, and governance requirements; provides commercially pragmatic advice on contractual structuring, risk allocation, and liability management.
- Unfamiliar Jurisdictions: Analyses unfamiliar legal issues across jurisdictions and effectively engages with foreign counsel and specialist advisers.
- Contract Repository: Implements, manages, and maintains a centralized contract repository to ensure audit-readiness and operational efficiency.
- Cross-Functional Legal Support: Facilitates cross-functional support on disputes, IP, compliance, and strategic business initiatives; develops legal awareness programs and training modules.
- Monitoring & Reporting: Monitors international legal and regulatory changes, assesses business impact, seeks approvals, and communicates updates via monthly newsletters and management dashboards.

4. Major Challenges:

A. Internal Challenges:

- Balancing competing priorities across multiple business verticals and stakeholders with varying timelines for review, negotiation, and execution.
- Managing diverse stakeholders across functions and geographies with differing levels of legal understanding, risk appetite, and commercial objectives while driving standardization.
- Supporting complex cross-border transactions while balancing commercial goals with legal, regulatory, and compliance requirements.
- Coordinating proactively with legal verticals (Compliance, IP, Litigation, Secretarial) to resolve issues impacting international operations.

B. Time Constraints:

- Managing conflicting timelines across multiple business units and jurisdictions with compressed review schedules due to commercial urgency.
- Supporting urgent requirements involving international contracts, strategic partnerships, overseas sourcing, technology, expansion, and evolving regulations.
- Managing negotiations across multiple time zones and coordinating with overseas counterparties and external counsel without delaying timelines.

C. Resource & Bandwidth:

- Independently managing high volumes of international commercial contracts and complex cross-border transactions.
- Addressing unexpected contractual disputes, claims, execution challenges, regulatory issues, and stakeholder escalations.

D. External Challenges:

- Coordinating with overseas counterparties for timely negotiation, execution, and implementation.
- Managing multiple external counsels and consultants across jurisdictions to ensure practical, aligned, and compliant outcomes.
- Navigating differing legal systems, contracting practices, governing laws, and dispute resolution mechanisms.

E. Regulatory & Multi-Jurisdictional Complexity:

- Evaluating, structuring, and negotiating complex cross-border transactions across legal, commercial, regulatory, tax, IP, and dispute risks.
- Advising on jurisdiction-specific considerations: common law vs. civil law systems, FEMA, foreign exchange, international taxation, sanctions, ABAC (FCPA/UK Bribery Act), AML, competition, and privacy/data protection laws.
- Managing legal/commercial risks, supporting contract enforceability, cross-border dispute resolution, international arbitration, and regulatory compliance.
- Monitoring global legal and regulatory developments and ensuring alignment with internal governance and business goals.

F. Data Governance and Reporting:

- Maintaining comprehensive, accurate records of international contracts, approvals, compliance documentation, and key obligations.
- Ensuring timely collection, digitization, and maintenance of executed agreements to facilitate audit readiness, contract governance, and management reporting.

IV. PRINCIPAL ACCOUNTABILITIES

1. Accountable for managing end-to-end contract cycle for International Contracts within agreed TAT and processes:

- Independently draft, review, negotiate, and advise on a wide range of international commercial agreements (licensing, distribution, franchise, agency, sourcing, procurement, manufacturing, import-export, technology, digital, e-commerce, consultancy, settlement, strategic arrangements).
- Lead contract negotiations with overseas counterparties, external counsel, and business stakeholders.
- Translate commercial objectives into appropriate contractual structures, protections, and risk-allocation mechanisms.
- Advise business teams on legal and contractual implications of proposed international arrangements and recommend commercially practical solutions.

2. Cross-Border Transaction Structuring and Legal Advisory:

- Apply knowledge of common law and civil law systems while advising on international contracts and transactions.
- Evaluate jurisdiction-specific issues relating to contract formation, interpretation, representations and warranties, indemnities, limitation of liability, liquidated damages, termination rights, and force majeure provisions.
- Assess the enforceability of contractual rights, obligations, and remedies across jurisdictions.
- Assess the need for specialist local-law advice, coordinate with foreign counsel, and integrate advice into transaction strategy and documentation.

3. Governing Law and Dispute Resolution Advisory:

- Advise on governing law, jurisdiction, and dispute resolution strategies for international transactions.
- Draft and negotiate provisions relating to international arbitration, litigation, mediation, and other dispute resolution mechanisms.
- Assess enforceability of contractual protections, judgments, and arbitral awards across jurisdictions.
- Assess dispute resolution mechanisms from an enforceability and commercial perspective,



considering location of parties, assets, and performance.

4. Cross-Border Tax and Payment Advisory:

- Identify key tax implications in international contracts, including withholding taxes, royalties, service fees, permanent establishment risks, tax allocation/gross-up provisions, and cross-border payment structures.
- Understand contractual implications of Double Taxation Avoidance Agreements / Treaties (DTAA/DTT) and work closely with internal/external tax specialists.
- Assess foreign exchange and cross-border payment considerations, including applicable FEMA and RBI requirements.
- Ensure tax, foreign exchange, and payment risks are appropriately addressed in transaction structures and contractual arrangements.

5. Intellectual Property and Brand Protection Advisory:

- Advise on intellectual property aspects of international commercial transactions, including ownership, licensing, and use of trademarks, copyrights, designs, and other IP rights.
- Review and negotiate provisions relating to territorial rights, exclusivity, non-compete arrangements, sub-licensing, and brand usage.
- Ensure appropriate contractual protection of the Company's brands, intellectual property, and associated rights.
- Advise on marketing, promotional, and post-termination use of intellectual property in cross-border arrangements.
- Identify and mitigate intellectual property risks in international transactions and coordinate with specialist IP counsel where required.

6. International Regulatory and Compliance Advisory:

- Identify regulatory and compliance risks arising from cross-border transactions.
- Assess contractual implications of import/export, customs, foreign exchange, sanctions, anti-bribery, competition, data protection, privacy, consumer protection, and e-commerce regulations.
- Evaluate product compliance, labelling, employment, and labour law considerations in relevant jurisdictions.
- Engage internal and external specialists on jurisdiction-specific matters and integrate advice into transaction structures.
- Ensure material regulatory and compliance risks are appropriately addressed and mitigated.

7. Business Partnership and Contract Governance:

- Work closely with business, finance, tax, sourcing, HR, IP, compliance, and other functions to provide commercially practical legal advice.
- Develop, maintain, and standardize international contract templates, clause libraries, negotiation playbooks, and standard contracting positions.
- Create jurisdiction-specific guidance and risk matrices for recurring cross-border transactions.
- Monitor significant developments in international commercial laws and regulations relevant to the business.
- Support the development of scalable and productive contracting processes for international operations.

8. Accountable for data management, governance & repository:

- Liaise with internal and external stakeholders for collection of executed contracts, amendments, approvals, legal opinions, and transaction documents.
- Establish and maintain a centralized repository for international commercial contracts, transaction documents, approvals, and supporting records (physical and digital).
- Ensure timely digitization, storage, indexing, and retrieval of contracts and legal documents for operational efficiency and audit readiness.
- Maintain trackers for contract status, key commercial terms, expiry dates, renewal timelines, financial commitments, and contractual obligations.
- Monitor completeness and accuracy of contract records and follow up for pending executed copies.
- Ensure appropriate record retention, access controls, and document management practices in accordance with Company policies and legal requirements.
- Facilitate collection and maintenance of documentation required for audits, regulatory reviews, compliance assessments, and internal governance reviews.
- Prepare and circulate a monthly contracts tracker providing detailed status (status, financial value, expiry, renewals) enabling stakeholders to identify gaps and implement corrective risk mitigation measures.

9. Performance Reporting and Risk Mitigation:

- Maintain records of material legal deviations, approvals, exceptions, and risk mitigation measures relating to international contracts.
- Develop comprehensive SOPs for all businesses for legal matters and ensure smooth processes.
- Conduct training programs, presentations, and focused group discussions with stakeholders to build awareness on contractual requirements and associated risks.

10. Ensure Coordination with Auditors and Cross-Functional Teams:

- Coordinate and bridge the gap between external counsel & business for discussions and requisite opinions.
- Interface with auditors and provide requisite inputs, information, and documents in relation to contracts, transactions, and legal processes.
- Coordinate with internal stakeholders for timely provision of data and documents required for audits, compliance reviews, and governance requirements.

V. RELATIONSHIPS & STAKEHOLDER MANAGEMENT

Internal Stakeholders:

- Brand Head (Frequency: As and when required) - Understand & resolve escalations; discuss urgent/strategic matters requiring immediate attention and approvals; discuss international cross-border contracts; take feedback.
- Other Stakeholders: Products Team, HR Team, Supply Chain Management Team, Marketing, Sourcing & Category Teams, IT Team, Commercial Team, Functional Heads (Frequency: Daily basis) - Advise on contract matters; seek inputs; check process changes; conduct joint negotiations; connect business with other legal verticals; coordinate IT automation; hold focus group discussions; obtain CAF approvals; discuss strategic matters.
- Verticals of Legal Team (Frequency: As and when required) - Coordinate with legal verticals to highlight outstanding issues in compliance, IP, litigation, and real estate; obtain required vertical support for timely resolutions.
- Internal and External Auditors (Frequency: As and when required) - Face auditors, answer queries, and provide requested data from time to time.

External Stakeholders:

- External Lawyers / Consultants / Specialists (Frequency: On need basis) - Obtain advice on international commercial contracts, cross-border transactions, and regulatory matters; follow up on legal opinions, transaction support, and dispute developments; coordinate with compliance/tax consultants; coordinate for timely closure of legal issues.
- External Auditors (Frequency: On need basis) - Provide requisite data on executed contracts, processes, coordinates, and information pertaining to IP, litigation, etc.

Pay: ₹424,833.12 - ₹1,664,040.77 per year

Work Location: In person

📌 SPECIAL CONTRACTS COUNSEL - MANAGER (India)
🏢 Orangemint Technologies Private
📍 India