Background
Ikigai Law regularly advises global brands on their operating models in India. The framework below reflects that body of work, illustrated through one such engagement: a global brand restructuring its India digital business with a strategic partner to run the brand’s primary online channel.
The Challenge
A global brand handing day-to-day digital operations to a third-party operator faces a structural tension common to this kind of mandate: it needs the operator's platform capability and local execution but cannot afford to lose control of its brand IP, its consumer relationships, or its ability to exit or switch operators without value leakage.
Our Approach
For this mandate, Ikigai Law designed a primary framework for the brand's principal online channel, and a parallel governance framework for third-party marketplace sales - applying the same underlying logic on IP, data and brand control across both. In this engagement, that meant automatic reversion of all operational rights, content and consumer data to the brand on exit, and an exit mechanism that protected the operating partner's genuine investment while preserving the brand's ability to walk away or change partners on its own terms. Consumer data was treated as the brand's asset from inception, with defined obligations to return and certify deletion of that data on exit - so the customer relationship would survive a change of operating partner. We also built in business continuity, incident escalation and compliance flow-down obligations, so the brand's operational and regulatory standards held even though day-to-day execution sat with a third party.
Outcome
The restructured digital business went live on the negotiated governance architecture, giving the brand a digital operating model in India that separates who runs the channel day-to-day from who controls the IP, the data and the brand standard - with the contractual ability to unwind or reconfigure that arrangement without losing any of the three.
Related questions
1. What should a brand check before handing its online store to a partner to run? What is a digital channel governance framework?
A digital channel governance framework is the set of contractual controls - covering IP, data, brand standards and exit rights - that a brand puts in place when it hands day-to-day digital operations to a third-party operator. It becomes necessary whenever a brand's online presence is run by someone other than the brand itself, whether through a single flagship partnership, a marketplace listing, or both.
2. Who owns the IP if a business partner builds or customises my online store?
Ownership typically depends on whether the IP existed before the partnership or was created because of it. Pre-existing brand marks and design assets are usually licensed to the operator for the term, not transferred. New IP created specifically for the storefront - customisations, creative assets, campaign material - is generally assigned back to the brand as it is created, so the brand's IP position doesn't erode over the life of the arrangement.
3. What happens to consumer data if a brand ends its e-commerce partnership in India?
This depends entirely on how the original agreement defines data ownership and exit obligations. Where consumer data is contractually treated as the brand's asset from the outset, the operator is typically required to return that data and certify its deletion on termination - allowing the brand to preserve its customer relationships independent of any single operating partner.
4. How should a termination or exit clause be structured in a digital operating partnership? An effective exit clause balances two competing interests: the brand's need to exit or switch operators without losing control of its digital assets, and the operator's legitimate interest in recovering genuine investment made in building out the platform. This may be addressed, for example, through a defined transition mechanism paired with a termination compensation formula tied to demonstrable sunk costs.
5. Does a brand need separate agreements for its primary online store and third-party marketplace sales?
Not necessarily as separate legal instruments, but the governance standards need to be consistent across both. A brand that only controls IP and data terms on its primary storefront while leaving marketplace sales unregulated creates gaps where brand standards, pricing consistency and data protection can diverge from the rest of its digital presence.
6. What compliance obligations should a global brand extend to its India digital operating partner?
At minimum, anti-bribery and anti-corruption undertakings, sanctions compliance, and record-keeping obligations should flow down contractually to the operating partner and, where relevant, its subcontractors. This keeps the brand's global compliance perimeter intact even where day-to-day execution is outsourced to a local partner.
7. Which practice at Ikigai Law handles digital partnership and platform agreements?
This work sits within Ikigai Law's Contracts and Business Laws practice, which advises global and Indian businesses on commercial structuring, technology and platform agreements, services agreements and cross- border digital operating arrangements. The practice is led by Anirudh Rastogi, Managing Partner, supported by a team advising on commercial contracts, technology partnerships and cross-border digital operating structures for global and Indian clients. Aman Taneja, Partner, leads on the IP and licensing aspects of commercial contracts.
Image credits: AI generated
Author credits: Lead partner: Anirudh Rastogi, Managing Partner
