Why the clauses matter
A developer's draft joint development agreement (JDA) is written to protect the developer. It usually has long timelines, wide powers and few consequences for delay. Once it is registered and the power of attorney (GPA) is signed, changing it needs the developer's agreement. Undoing a registered JDA generally needs a registered cancellation deed signed by both sides, or a court order.
So the time to get the clauses right is before you sign. The list below is what a landowner's JDA should cover.
1. Firm dates
The JDA should fix dates, not intentions.
- A date by which the developer must apply for conversion and plan or layout approval.
- A date by which approvals must be obtained, with what happens if they are not.
- A date for completion, counted from approval or from signing, with one stated grace period.
- What counts as completion: the completion or occupancy certificate, not the developer's own notice.
Delays caused by the authorities are real, so a fair JDA allows for them, but only for the time actually lost, and only if the developer shows it applied on time and followed up.
2. Delay compensation
Without a cost for delay, a slow project costs you and not the developer.
| Option | How it works | Watch for |
|---|---|---|
| Monthly payment | A fixed sum per month of delay, from the end of the grace period | Make it payable without demand, and say how it rises over time |
| Extra area | An additional share of built-up area or plots per month of delay | Name the units, or say how they are chosen |
| Rent | Rent for equivalent housing, if you moved out for the project | Fix the amount or the method in the JDA |
Link compensation to the completion certificate date. The JDA should say compensation is paid on top of your share, not taken out of it.
3. What counts as default
Define default clearly, so there is no argument when it happens.
- Not applying for approvals, or not starting work, by the agreed dates.
- Stopping work for more than a set number of months.
- Not paying the deposit or any amount due to you on time.
- Selling or mortgaging your units, or selling the developer's units before the sharing agreement.
- Building outside the approved plan.
- Insolvency, winding up, or a bank taking action against the developer.
- Assigning the JDA to another developer without your written consent.
4. Your right to end the deal
If the developer defaults and does not fix it within a notice period, you should be able to end the JDA. The clause should say:
- How notice is given and how long the developer has to fix the default.
- That on ending, the GPA is revoked and the developer must sign a cancellation deed.
- What happens to any refundable deposit you received, and whether you may keep part of it.
- What happens to work already built: whether you keep it, or pay a fair value set by an independent valuer.
- That the developer must hand back all original documents and approvals.
If buyers have already paid the developer for units, ending the JDA becomes much harder. Their rights under RERA do not disappear. That is why default clauses must bite early, before sales start.
5. Limits on the power of attorney
The GPA should be no wider than the JDA. Since 2025 a GPA that authorises the sale of land in Karnataka must be registered, which makes it a serious document. Insist that it:
- Covers only the developer's share, by unit or plot number.
- Allows sale only after approvals and the registered sharing agreement.
- Does not allow mortgaging your land or units, or receiving money due to you.
- Ends, or its sale powers end, when the JDA is ended for default.
Our guide to JDA, GPA and the sale deed covers the order in which to sign them.
6. Mortgages and loans
Developers often want to borrow against the project. If you allow it, set the limits.
- Only the developer's share may be mortgaged, never yours.
- Only to a named type of lender, for this project.
- You get a copy of the loan sanction and the mortgage.
- The lender must release your units at handover, free of charge.
If the JDA allows a mortgage of the whole land, a bank can claim against your share if the developer fails to repay.
7. Your share, protected
- Your units or plots are named on the approved plan, in a registered sharing agreement.
- If the plan is revised, your share is recalculated on the new plan, at the same ratio.
- Your units are of the same specification as the developer's, with a schedule of materials.
- You may sell your units before completion if you choose, with the developer's cooperation on paperwork.
- The developer bears defects in your units for the same period it gives its buyers.
8. Costs, taxes and dues
State who pays each of these: conversion and approval fees, betterment charges, property tax during construction, utility deposits, GST on your units, stamp duty and registration. A higher share means little if the costs fall on you. Our guides to what share a landowner should get and tax on a joint development deal cover the money side.
9. Death, transfer and disputes
- The JDA should bind the heirs of both sides, so the deal survives a death in the family.
- The developer should not be able to transfer the JDA to another developer without your consent.
- Disputes should go to arbitration with a named seat, such as Bengaluru, or a stated court, with a time limit for each stage.
- The JDA should say what happens to compensation while a dispute is on.
10. Milestones you can track
Write in milestones you can check: approval received, foundation, each slab or each layout stage, completion. Ask for a photo report and the RERA quarterly update at each one. Delay is easier to prove when the milestones are written down. Our checklist for choosing a joint development developer covers the checks before you get this far, and the landowner's guide to joint development covers the whole process.
Every JDA is different, and the exact wording matters. Have your own lawyer, not the developer's, review the final draft before you sign.
How we help
We review JDAs for landowners, clause by clause, and negotiate the delay, default and exit terms with the developer. After signing we track each milestone and tell you early when a project is slipping. See our joint development service, or send us your draft.
