POSITION SUMMARY

We seek an experienced Fractional Legal Counsel to serve as Narwal’s first-line commercial counsel across the business — reviewing, drafting and negotiating US client contracts (MSAs, SOWs, order forms, NDAs), C2C / subcontractor and vendor agreements, employment and contractor documents, and M&A; and corporate matters — while supporting our legal entities across the US, India and other countries. The role owns the day-to-day contract stack and legal risk for a growth-stage IT services firm, escalating strategic or licensed-opinion matters to the CEO and outside counsel. The ideal candidate has done this end to end at an IT / professional-services company and uses AI tooling to move fast without cutting corners on protection.

KEY RESPONSIBILITIES

Agreement Management:

- Review, draft and negotiate US client commercial contracts (MSAs, SOWs, order forms, NDAs) and Narwal’s standard paper
- Draft and negotiate C2C / subcontractor and staffing-vendor agreements, ensuring client terms (indemnity, liability caps, IP ownership, confidentiality) flow down back-to-back to subcontractors so Narwal is not left holding the gap
- Identify legal risks and recommend protective language
- Maintain standardized contract templates with version control

Document & Process Oversight:

- Manage contract lifecycle from drafting to execution
- Create contract playbooks and internal guidance documents
- Establish document management systems and archival practices
- Conduct periodic reviews of active contracts for renewals and renegotiations

Risk Mitigation & Compliance:

- Assess contractual liability and flag non-negotiable vs. negotiable terms
- Advise on indemnification, liability limitations, and insurance requirements
- Support compliance across contract, data-privacy (GDPR, CCPA, India DPDP Act 2023) and cross-border requirements, coordinating specialist counsel where needed
- Escalate US legal opinions, disputes / litigation and regulatory matters to outside US counsel — this role is first-line commercial counsel, not licensed US litigation or opinion counsel

Internal Support:

- Provide adhoc legal guidance on business decisions with contractual implications
- Support Sales,



Operations and Finance teams on contract-related matters
- Use AI tooling to accelerate first-pass contract review, drafting and playbook maintenance — improving turnaround and consistency — within confidentiality and privilege guardrails
- Train internal stakeholders on key legal terms and best practices

Employment & Workforce:

- Draft and maintain offer letters, employment and independent-contractor agreements, IP-assignment and confidentiality terms
- Advise on worker classification (employee vs. contractor) and co-employment risk in staffing / subcontracting arrangements
- Advise on non-compete / non-solicit and restrictive covenants, accounting for US state-by-state enforceability, plus Indian labor-law basics

M&A; & Corporate Governance:

- Support M&A; transactions alongside the M&A; Execution Lead: NDAs, LOIs / term sheets, SPA / asset purchase agreements, reps & warranties, disclosure schedules and legal due diligence
- Maintain entity governance across Narwal’s US, India and other entities: intercompany agreements, board / secretarial resolutions, and coordination with finance and tax on cross-border structure

REQUIRED QUALIFICATIONS Education & Credentials

- LLB / law degree from a recognized law school; enrolled with a State Bar Council of India
- US bar license (any state) a strong plus, but not required
- 8+ years as in-house / commercial counsel at an IT or professional-services company, with hands-on, end-to-end ownership of US client contracts. Breadth across the full contract stack is essential — a mid-tier or smaller-services-firm background (where one lawyer owns everything) is preferred over narrow tier-1 specialization

Expertise

- Commercial agreements (MSAs, SOWs, purchase agreements)
- NDAs and confidentiality agreements
- Service contracts and SLAs
- Vendor, supplier, and C2C / staffing-subcontractor agreements,



including back-to-back flow-down of client terms
- IT-services contracting model: T&M; vs. fixed-bid, SLAs, and US enterprise norms on liability caps, indemnity and IP ownership
- Employment / contractor agreements and worker-classification issues
- M&A; transaction documents and legal due diligence

Technical & Soft Skills

- Proficiency with contract management and Microsoft Office
- Strong written and verbal communication
- Ability to translate legal concepts for business teams
- Excellent organization and attention to detail
- Strategic thinking with business acumen
- Experience with international agreements and cross-border contracts
- Knowledge of data-privacy regulations (GDPR, CCPA, India DPDP Act 2023)
- Growth-stage IT / professional-services legal experience

SCOPE OF WORK Hours & Schedule

- 10–20 hours/week (flexible, based on business needs)
- Asynchronous work with monthly check-ins
- Availability for urgent matters

Deliverables

- Reviewed and marked-up contracts with risk commentary
- Drafted agreements and template documents
- Legal risk assessments and contract summaries
- Standard template library (US and India versions) and a contract playbook with approved fallback positions
- DPA, employment and contractor templates
- A legal risk register tracking open items and their resolution

COMPENSATION & BENEFITS Compensation: To be benchmarked to market for a senior commercial counsel with US IT-services and dual US / India experience.

Growth Chance: Expanded hours based on performance

SUCCESS METRICS

- All contracts reviewed with documented legal risk assessments
- Material legal risks identified, flagged and resolved or knowingly accepted (no absolute “100%” standard)
- Reduced contract execution timelines
- High adoption of contract templates and processes
- No disputes traceable to avoidable contract or oversight gaps; clean legal risk register
- Positive internal stakeholder feedback

IDEAL CANDIDATE Proactive, business-minded legal professional comfortable with independent work, fast-paced environments and fractional arrangements. Seeking part-time work, portfolio diversification or semi-retirement.

📌 Fractional Legal Counsel (Hyderabad)
🏢 Narwal
📍 Hyderabad