Inter Se Agreement Template and How to Draft One (2026)

What is an inter se agreement? "Inter se" is Latin for "between or among themselves". An inter se agreement sets out the rights and duties that a group of parties owe each other, as distinct from what they each owe to an outside party. It is used wherever several parties share a relationship to a common asset, debt, or company and need to agree how they will behave towards one another. Three common settings: - Among lenders. When several banks or financial institutions lend to the same borrower (a consortium or multiple-banking arrangement), they sign an inter se agreement to agree how they share security, how decisions are taken, and how recoveries are split. In Indian stressed-asset resolution, the related instrument is the inter-creditor agreement (ICA).

• Among shareholders or promoters. Co-owners of a company agree matters between themselves, such as transfer rights, voting, and what counts as a permitted inter se transfer. In Indian securities law, a transfer "inter se promoters" can, in defined conditions, be exempt from a mandatory open offer under the takeover regulations.
• Among co-guarantors or co-owners. People who are jointly liable, or who co-own an asset, agree how contribution, control, and exit work between them. This article is general guidance, not legal advice. These arrangements touch company, securities, and banking law that varies by jurisdiction, so have a qualified professional review any agreement before you rely on it. ## Inter se agreement template Copy the block below and fill the bracketed fields. This is a general frame; adapt the subject-matter clauses to your setting. ``` INTER SE AGREEMENT This Inter Se Agreement is made on [DATE] AMONG: [PARTY A], [PARTY B], [PARTY C] (each a "Party" and together the "Parties"), each having a [interest / exposure / shareholding] in [the common subject, e.g. the Borrower / the Company / the Asset]. 1. PURPOSE The Parties share [a loan to the Borrower / shares in the Company / the Asset]. This Agreement governs their rights and duties among themselves. It does not change any Party's separate agreement with [the Borrower / the Company / a third party]. 2. SHARES / PROPORTIONS Each Party's proportion is: [Party A: X%; Party B: Y%; Party C: Z%]. Rights, costs and recoveries are shared in these proportions unless stated otherwise. 3. DECISION MAKING Decisions among the Parties are taken by [unanimous consent / a majority of [X]% by value and [Y]% by number]. A decision taken this way binds all Parties, including any who dissented. 4. RESERVED MATTERS The following need [unanimous / higher-threshold] approval: [e.g. releasing security, changing proportions, admitting a new party]. 5. SHARING OF RECOVERIES / RETURNS Any amount received by a Party in respect of the common subject is shared in the proportions in clause 2, and a Party that recovers more than its share holds the excess on trust for the others. 6. TRANSFERS AND PRE-EMPTION A Party may transfer its interest only [to a permitted transferee / after offering it first to the other Parties on these terms]. Inter se transfers among the Parties are [permitted / subject to clause [N]]. 7. INFORMATION AND NOTICES Each Party will share relevant information promptly and give notice of any default, claim or event affecting the common subject. 8. DISPUTES AMONG THE PARTIES Disputes among the Parties are resolved by [arbitration seat / court]. 9. GOVERNING LAW This Agreement is governed by the law of [jurisdiction]. Signed by each Party: __________

- **Proportions (clause 2).** Set exact shares. Almost everything else, from costs to recoveries, keys off these numbers.
- **Decision making (clause 3).** Choose between unanimity and a supermajority. In lending, supermajority voting (for example a threshold by value and by number) avoids one holdout blocking a resolution, and a decision taken that way binds dissenters.
- **Sharing of recoveries (clause 5).** The "hold on trust for the others" idea is the heart of a lender inter se agreement. It stops one party racing ahead and keeping more than its share.
- **Transfers and pre-emption (clause 6).** In a shareholder setting, this is where you define permitted inter se transfers and any right of first offer. In securities-regulated settings, check whether a specific inter se transfer qualifies for a regulatory exemption before relying on it. ## Inter se agreement versus intercreditor agreement These overlap and the terms are sometimes used loosely, so it helps to separate them. | | Inter se agreement | Intercreditor agreement (ICA) |
|---|---|---|
| Who signs | Any group sharing a common interest (lenders, shareholders, co-owners) | Creditors of the same borrower |
| Main purpose | Rights and duties among the parties themselves | Ranking, priority, and enforcement between creditors |
| Typical trigger | Any shared arrangement | Often a default or a resolution of stressed debt |
| India context | Consortium lending; inter se transfers among promoters | RBI Prudential Framework for Resolution of Stressed Assets, 2019 | In Indian stressed-asset resolution, the RBI's June 2019 Prudential Framework requires lenders to sign an ICA during the review period after a default, and a decision approved by lenders holding a defined supermajority (by value and by number) binds all lenders, with protection for dissenting lenders. If your setting is a defaulting borrower and ranking of creditors, you are likely looking at an ICA; if it is the broader question of how co-parties behave among themselves, an inter se agreement is the wider frame. Last verified October 2026. ## Common mistakes to avoid - Not fixing exact proportions, so every cost and recovery becomes an argument.
- Requiring unanimity where a supermajority would avoid a single holdout blocking everyone.
- No "hold on trust" or sharing clause, so one party keeps more than its share of a recovery.
- Assuming an inter se transfer among promoters is automatically exempt from securities rules, when the exemption has strict conditions, such as a minimum period of being disclosed as a promoter.
- Letting the inter se terms contradict the underlying loan or shareholders' agreement. ## A note on jurisdiction These arrangements sit on top of company, securities, and banking law that varies by jurisdiction. In India the inter-creditor agreement is shaped by the RBI framework, and inter se promoter transfers by the SEBI takeover regulations, each with specific conditions. In other countries, intercreditor and shareholder arrangements follow different rules on priority, enforcement, and disclosure. Draft to the law that governs the common asset or company, and confirm any claimed exemption against the current regulations before relying on it. ## Where a contract workspace helps A template gets you a sound inter se agreement. The ongoing work is keeping it consistent with the underlying loan or shareholders' agreement, tracking proportions and reserved matters as parties change, checking each draft so voting thresholds and sharing clauses actually line up, and keeping versions straight across many signatories. Drafting an inter se agreement, reviewing where a voting threshold or sharing clause conflicts with the underlying contract, tracking proportions and reserved matters, and governing the arrangement as signatories change can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is one workspace built to keep the whole arrangement in a single place.