Section 10A explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 10A of the Information Technology Act, 2000 is a single sentence with a narrow purpose. If a contract is formed through proposals, acceptances and revocations expressed in electronic form or by an electronic record, that contract "shall not be deemed to be unenforceable solely on the ground that such electronic form or means was used for that purpose."
Where, in forming a contract, the communication of proposals, the acceptance of proposals and the revocation of proposals and acceptances are expressed in electronic form or by an electronic record, the contract is not unenforceable solely because electronic means were used. The section removes one objection; it does not make a contract valid if the general law of contract finds some other defect, and it does not apply to the First Schedule documents.
Source and scope
This article follows the consolidated text consulted (the Act as amended by the Information Technology (Amendment) Act, 2008). Later amendments and the current position of the section should be checked. Section 10A is printed in square brackets in the copy. It sits in Chapter III, "Electronic Governance", after section 10. If you sign or accept contracts by e-mail, click or electronic signature and want your templates checked, a contract review is the right starting point.
The text, element by element
The full text says: "Where in a contract formation, the communication of proposals, the acceptance of proposals, the revocation of proposals and acceptances, as the case may be, are expressed in electronic form or by means of an electronic record, such contract shall not be deemed to be unenforceable solely on the ground that such electronic form or means was used for that purpose."
| Element | What the words say |
|---|---|
| "in a contract formation" | The section is about how a contract is formed, not about performance |
| "communication of proposals" | The offer is sent electronically |
| "acceptance of proposals" | The acceptance is given electronically |
| "revocation of proposals and acceptances" | The withdrawal of an offer or of an acceptance is made electronically |
| "as the case may be" | Not every step has to be electronic; the section applies to whichever steps are expressed electronically |
| "electronic form or by means of an electronic record" | Both terms are defined in section 2(1)(r) and (t) |
| "shall not be deemed to be unenforceable solely on the ground" | The sole ground of electronic form cannot defeat enforcement |
"Electronic form" and "electronic record"
Section 2(1)(r) defines "electronic form" for information, and section 2(1)(t) defines "electronic record" as data, record or data generated, image or sound stored, received or sent in an electronic form or micro film or computer generated micro fiche. See our article on section 2: computer, data, information, intermediary and cyber security for those terms.
"Solely"
The word "solely" is the key to the section. It speaks only of the ground that electronic form or means was used. If a contract is challenged for a different reason, such as absence of consent or an unlawful object, section 10A has no bearing on that other reason.
What the section leaves to contract law
Section 10A does not set out the essentials of a valid contract. It says nothing about consideration, capacity, consent or lawful object. Those come from the general law of contract. Our posts on the Indian Contract Act, 1872 introduction, section 10 of the Indian Contract Act, 1872 on what agreements are contracts and offer and acceptance under sections 3 to 9 of the Indian Contract Act, 1872 explain those requirements. Section 10A works alongside them and does not replace them.
What the section does not do
- It is not a rule about signatures. Whether a signature requirement is met by an electronic signature is a matter for section 5; see our article on legal recognition of electronic signatures.
- It is not a rule about the time and place of dispatch. That is section 13; see our article on time and place of dispatch and receipt of an electronic record.
- It does not apply to First Schedule documents. Under section 1(4), nothing in the Act applies to the documents listed in the First Schedule, including "any contract for the sale or conveyance of immovable property or any interest in such property". See our article on section 1 and the First Schedule, and check the current First Schedule.
- It does not say who is bound by an automated message. Attribution of an electronic record is in section 11.
- It does not say what kind of web-based agreement will be accepted. The section does not name click-wrap, browse-wrap or shrink-wrap agreements. Our post on click-wrap, browse-wrap and shrink-wrap agreements discusses them in practice.
Examples
Example 1: acceptance by e-mail. Vihaan Components Private Limited e-mails a quotation for 500 units to Greenfield Assemblies. Greenfield replies by e-mail accepting the quotation. Both the proposal and the acceptance are expressed in electronic form. On the words of section 10A, the contract is not deemed unenforceable solely because the proposal and acceptance were made by e-mail. Whether the contract is otherwise enforceable depends on the general law of contract.
Example 2: revocation by message. Before Greenfield accepts, Vihaan sends a second message revoking the quotation. Section 10A covers the revocation of proposals expressed in electronic form in the same way. Whether the revocation reached Greenfield in time is not settled by section 10A; the time of dispatch and receipt of an electronic record is dealt with in section 13, and the effect of a revocation in the law of contract.
Example 3: land purchase. If the parties instead exchanged e-mails to buy a plot of land, the contract for the sale or conveyance of immovable property is listed in the First Schedule, so the Act, including section 10A, does not apply to it.
Practical drafting points
- Say in the agreement how proposals, acceptances and notices may be given electronically, and to which address.
- Keep the electronic records retained in a form that meets section 7 where a law requires retention; see our article on sections 7 to 10.
- Record who is authorised to accept on behalf of each party.
- Check the current First Schedule before using electronic means for a trust, will, power-of-attorney, negotiable instrument other than a cheque, or a sale of immovable property.
Need help with electronic contracts?
If your contracts are formed by e-mail, online forms or electronic signature, our team can read the templates and the way acceptance is captured. Ask for a contract review and we will check the clauses against the points above.
Key takeaways
- Section 10A protects a contract from being treated as unenforceable solely because electronic form was used.
- It covers proposals, acceptances and revocations expressed electronically.
- Other defects under the general law of contract remain.
- The First Schedule documents are outside the Act.
- Time and place of dispatch (section 13) and attribution (section 11) are separate provisions.
Read next
- Sections 11 and 12: attribution and acknowledgment of electronic records
- Section 13: time and place of dispatch and receipt of an electronic record
- E-contracts and digital signatures: validity in India
- Digital signatures and electronic records under the IT Act: impact on drafting
Disclaimer: Based on a consolidated copy of the Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, on the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 as originally notified on 25 February 2021 and on the CERT-In Directions of 28 April 2022, read with the amendments made to the Act by the Jan Vishwas (Amendment of Provisions) Act, 2023 and by section 44 of the Digital Personal Data Protection Act, 2023, as consulted on 2 October 2026. Commencement notifications, other amendments, rules, directions and the current position of each provision are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.