MASTER SERVICE AGREEMENT

This Master Service Agreement (hereinafter referred to as “the Agreement) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as “Effective Date”) by and between:

[NAME OF THE CLIENT], having registered office at [ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[NAME OF THE CONTRACTOR],  having registered office at [ADDRESS OF THE CONTRACTOR] (hereinafter referred as the “Contractor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

WHEREAS

1. The Client desires to purchase Services from Contractor and the terms of this Master Services agreement will govern the relationship.
2. Services will be provided on condition that the Client agrees to all of the terms of this Agreement.
3. Client hereby engages Contractor as an independent contractor to perform “Services” as more fully described on any executed Statement of Work which is made subject to and is a part of this Agreement.
4. Both the parties wish to evidence their contract in writing.
5. The parties affirm to understand the provisions of the present Agreement and the Parties have sought legal guidance wherever necessary.

NOW, THEREFORE IN MUTUAL CONSIDERATION OF THE PREMISES THE PARTIES HAVE AGREED TO AS FOLLOWS:

1. DEFINITIONS
   1. “Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person.
   2. “Agreement” means this Master Services Agreement.
   3. “Applicable Laws” means all applicable laws, regulations, ordinances, and other rules of the federal, state, municipality, territory, parish, county, local government or political subdivision thereof or any other duly constituted public authority having jurisdiction over Client, the Contractor or the activities being performed.
   4. “Change Order” means a revision to Statement of work that is agreed to in writing between the parties.
   5. “Client Software” means those certain proprietary software applications owned or licensed by Client and made available for use to Contractor in order to perform the Services as specifically identified hereto in a Statement of Work and as either may be amended by Client from time to time with respect to such Client Software.
   6. “Confidential Information” means any or all of the following information: (i) any standards, documents, or trade secrets approved for use in the System or in the design, or operation of the Business; (ii) any Electronic Systems and accompanying documentation developed for the System or elements thereof; or (iii) any other confidential information, knowledge, trade secrets, business information or know-how obtained (a) through the use of any part of the System or concerning the System or the operation of the Business or (b) under any Agreements of the parties with each other.
   7. “Contractor Software” means all software used by Contractor in providing the Services, other than Client Software and Licensed Software.
   8. “Deliverable(s)” means the items to be delivered to Client in connection with Services the Contractor performs pursuant to this Agreement and as set forth in an applicable Statement of Work.
   9. “Documentation” shall mean all manuals, handbooks, training materials, or other written materials in any form or media, including electronic, which is packaged or delivered with the Deliverable.
   10. “Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship, and other forms of technology.
   11. “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
   12. “Statement of Work” shall mean the written details of the work wherein the Client shall put in the details of the required work, technical specifications and required standard of work and deadline.
   13. “Services” shall include but not limited to [MENTION SERVICES] including the services as set forth in the SOW to be provided by the Contractor to the Client.
2. SCOPE OF AGREEMENT
   1. Statements of Work: Each Services project the Contractor undertakes shall be described in Statements of work (each a “Statement of Work” or “SOW”) setting forth the agreed upon scope of the Statement of Work, Deliverables, and Services. If there is a conflict between the terms set forth in this Agreement and a Statement of Work, the terms set forth in the applicable Statement of Work will control. The Statement of Work shall be attached with this Agreement as Annexure A. If Contractor begins to perform services under a Statement of Work, Contractor will be deemed to have accepted such Statement of Work. A Statement of Work may include a limited license to Contractor to use certain Intellectual Property of Client or its licensors, such as software, tools, or know-how, for the limited purpose as necessary to complete that Statement of Work for Client’s benefit. Any such license automatically terminates upon the completion of the applicable Statement of Work and is limited by the terms of this Agreement
   2. Performance of the Services:
      1. The Contractor agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Contractor’s ability to perform services will require the Client to timely perform certain tasks and provide certain tangible and intangible items.  The Client hereby agrees to perform its obligations hereunder, and the parties acknowledge that Client’s failure to perform such obligations may adversely affect the Contractor’s ability to meet its performance obligations under the conditions specified by the Client. 
      2. Either Party may propose changes to the scope of Services provided to the Contractor.  The Contractor will analyze each such request and provide a written report to the Client on its feasibility and the effect, if any, that such change will have on the cost of performing the Services and schedule for completing the Services.  Proposed changes shall be effected through written change orders, each change order a separate SOW.
      3. Change Proposals. Upon the receipt of a proposal from Client to change the terms of a Statement of Work (a “Change Proposal”), Contractor will promptly provide (a) any information requested in such proposal, and (b) Contractor’s written acceptance or rejection of the proposal. Contractor may not reject any Change Proposal that does not materially shorten the delivery or performance schedule or materially alter the Deliverables or Services and may not unreasonably reject any other Change Proposal. If Contractor begins to adhere to a Change Proposal or does not reject the Change Proposal in writing within five (5) days after Contractor’s receipt thereof, Contractor will be deemed to have accepted such Change Proposal. The submission or reasonable rejection of a Change Proposal will not constitute a breach of this Agreement. A Change Proposal need not include an increase in fees payable under the Statement of Work.
      4. Acceptance Procedures. The Client will have at least thirty (30) days to evaluate any interim and final Deliverables (the “Acceptance Period”) to ensure that they meet the specifications, requirements, and terms of this Agreement and are of professional, technical, and general quality consistent with industry standards. If Client rejects any Deliverable during the Acceptance Period, Client may elect any of the following remedies (without limiting any other rights or remedies Client may have): (a) Client may grant additional time to Contractor to provide (at no additional charge to Client) corrected Deliverables subject to evaluation and acceptance in accordance with this Section 2.2.4, and will make a reasonable reduction in the fees to reflect the delay in performance; (b) Client may itself correct the Deliverables (or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such correction from the fees owed to Contractor under the Statement of Work; or (c) Client may terminate the Statement of Work and return all Deliverables (but not Confidential Information therein) to Contractor, in which case Contractor will refund to Client any and all fees previously paid to Contractor under the Statement of Work.
      5. Monitoring. The Contractor will cooperate with any requests by Client to monitor the Services in order to verify that such Services are being performed in accordance with this Agreement and in a timely and satisfactory manner. Contractor will use Contractor’s best efforts to facilitate any such monitoring, including providing access to Contractor’s equipment and facilities. All documents and materials stored at Client’s facilities will be subject to inspection by Client at any time without notice.
      6. Subcontracting. The Contractor will not subcontract or otherwise delegate any of the Contractor’s obligations under this Agreement without the Client’s express prior written consent on a case-by-case basis. Upon receipt of such consent, before allowing any subcontractor to begin performing services, Contractor will enter into a binding written agreement with such subcontractor that protects the Client’s rights and interests to at least the same degree as this Agreement. The Contractor will be responsible for the direction and coordination of the services of each subcontractor. The Client will have no obligation to pay any subcontractor.
      7. Access Rules and Procedures. While on Client’s premises, the Contractor agrees to comply with Client’s then-current access rules and procedures, including those procedures pertaining to safety, security, and confidentiality. The Contractor agrees and acknowledges that Contractor has no expectation of privacy with respect to Client’s telecommunications, networking, or information processing systems (including stored computer files, email messages, and voice messages) and that Contractor’s activities, including the sending or receiving of any files or messages, on or using any of those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time without notice.
      8. Qualified Personnel: Contractor shall supply its own personnel of the type and number necessary to perform the Work. Contractor shall, and shall cause its subcontractors to, provide personnel who are experienced, properly trained, fully qualified, fit for their respective assignments, and, to the extent required, licensed to perform work pursuant to applicable law, regulations and orders. Contractor shall not reassign any key personnel during the course of performing the Work without first securing Client’s written consent. The Client in its sole discretion may direct Contractor in writing to remove or replace any of Contractor’s personnel at Contractor’s cost. Contractor shall make such replacement in a timely manner so as not to delay Client’s operation, or delay or reduce the Work provided by Contractor.
   3. Obligations of the Parties
      1. The Parties shall not disclose information gained in the course of the performing/receiving the Services, to individuals other than the officials of the parties acting in the performance of their duties.
      2. The Parties shall keep secure the documents, diskettes, tapes, and any other media containing information to the work. For greater clarity, the Parties shall keep secure any such information that is stored in a computerized database;
         1. The Client agrees not use, and will not permit any third party to:
         2. modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;
         3. knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts the Contractor’s networks, any of its accounts, or the Services;
         4. engage in activity that is illegal, fraudulent, false, or misleading which shall harm the Contractor;
         5. transmit through the Services, any material that infringes, misappropriates, or otherwise violates the copyrights, (including moral rights or other rights in authorship), trademark rights, or any other intellectual property rights of any third parties;
         6. use the Services to build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services;
         7. use the Services to communicate any message or material that is harassing, libelous, threatening, bullying, obscene, indecent, or pornographic, is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation;
         8. transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services by the Contractor.
   4. Use of Client Software. Client grants, or will arrange for third party licensors to grant, to Provider a limited, non-exclusive license to access and use the Client Software and the Licensed Software or the third party licensors from time to time solely in connection with the performance of Contractor’s obligations under this Agreement and under any applicable SOW.
3. PAYMENTS
   1. Payment terms shall be net thirty (30) days from invoice date. Unless otherwise agreed to in writing, for all Services, Deliverables, and Intellectual Property Rights provided by Contractor shall be invoiced upfront in advance and Contractor shall invoice for services no later than the date such services are made available to Client. Client shall have no right of set off or refund (except as expressly stated). All payments shall be made in [INSERT FIAT CURRENCY] currency. Any sum not paid by Client when due shall bear interest until paid at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less.
4. TERM, DEFAULTS, REMEDIES AND TERMINATION
   1. Term: This Agreement shall commence on the Effective Date and continue for as long as there is an effective Statement of Work in place unless terminated in accordance with this Section.
   2. Events of Default: Each of the following shall constitute an Event of Default under this Agreement:
      1. Material Breach: Either the Client or Contractor shall fail in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.
      2. Material Misrepresentation: Any representation made by either the Client or the Contractor hereunder shall be false or incorrect in any material respect when made, or is false in any material respect at any point in time if the representation is one to which Contractor has a continuing duty to make.
      3. Bankruptcy- Either the Client or Contractor shall: (a) apply for or consent to the appointment of a trustee, receiver, liquidator, custodian, or the like for itself or its properties, or same is sought without Contractor’s consent in any case or proceeding; (b) be unable, or admit in writing the inability, to pay its debts as they mature, or liquidation, reorganization of its debts, dissolution, or winding-up, or the composition or readjustment of its debts, is sought without Contractor’s consent in any case or proceeding; (c) make a general assignment for the benefit of its creditors; (d) commence a voluntary case, or have an involuntary case commenced against it under applicable legal requirement, or file a petition, answer, or consent seeking reorganization; or (e) take any action for the purpose of effecting, or acquiescing in or to, any of the foregoing
   3. Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have fifteen (15) days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such fifteen (15) day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.
   4. Termination: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice under Section 4.2 was given for an Event of Default as defined in Section 4.2(a) and 4.2(b) and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement and/or any SOW upon at least thirty (30) days prior written notice to the defaulting Party. Upon termination of this Agreement and/or any SOW, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination and any other rights, obligations, or liabilities that which, by their nature, are intended to survive termination of the Agreement and/or any SOW.
5. CONFIDENTIALITY AND PROPRIETARY INFORMATION
   1. CONFIDENTIAL INFORMATION. As used in this Agreement, “Confidential Information” means all non-public information disclosed by or relating to the Parties that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes any Information the Parties has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited to its business plans, strategies, objectives, and ideas, client and customer information, financial projections, marketing plans, marketing materials, logos, and designs, sales information, business development strategies, product plans and designs and deployment, technical data, inventions, future inventions, processes, methods, data, know-how, algorithms, formulae, franchises, databases, computer programs, computer software, user interfaces, source codes, object codes, architectures and structures, display screens, layouts, development tools and instructions, templates, and other trade secrets, trade names, trademarks, copyrights, patents, other intellectual property, intangible assets and industrial or proprietary property rights which may or may not be related directly or indirectly to party’s software business and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of either party(all of which are hereinafter referred to as the "Proprietary Information").
   2. GENERAL RESTRICTIONS ON USE ON CONFIDENTIAL AND PROPRIETARY INFORMATION. Each Party agrees to hold all Confidential and Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from either party’s premises any Confidential or Proprietary Information (or remove from the premises any other property of the Parties), except (i) during the consulting relationship to the extent authorized and necessary to carry out respective party’s responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by the Disclosing party. Notwithstanding the foregoing, such restrictions shall not apply to:
      1. Information which the Receiving Party can show was rightfully in Receiving Party’s possession at the time of disclosure by Disclosing Party;
      2. Information which Receiving Party can show was received from a third party who lawfully developed the information independently of Disclosing Party or obtained such information from Disclosing party under conditions which did not require that it be held in confidence; or
      3. Information which, at the time of disclosure, is generally available to the public.
   3. RETURN OF PROPRIETARY INFORMATION. Upon termination of this Agreement, either shall upon request by the other promptly deliver to requesting party at requesting party’s sole cost and expense, all drawings, designs, blueprints, manuals, specification documents, documentation, source or object codes, tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, plans, and all other materials in its possession or under its control relating to the Proprietary Information and/or Services, as well as all other property belonging to requesting party which is then in other party’s possession or under its control
   4. REMEDIES/ADDITIONAL CONFIDENTIALITY AGREEMENT. Nothing in this Section 5 is intended to limit any remedy of either party under applicable law.
6. WORK PRODUCT
   1. All Work Product shall be considered work(s) made by Contractor for hire for Client and shall belong exclusively to Client and its designees after the full payment is made to the Contractor. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Client automatically upon creation thereof, then Contractor agrees to assign, and hereby assigns, to Client and its designees the ownership of such Work Product, including all related intellectual property rights. "Work Product" shall mean any writings (including excel, power point, word, PDF, emails, etc.), programming, documentation, data compilations, reports, plans, designs, drawings, and any other media, materials, or other objects produced as a result of Contractor's work or delivered by Contractor in the course of performing that work.
   2. Background and Third-Party Technology. Intellectual Property developed, acquired, or otherwise obtained by Contractor prior to this Agreement (collectively, “Background Technology”) or licensed or obtained by Contractor from third parties (collectively, “Third-Party Technology”) may not be used by Contractor in the performance of Services unless, subject to Section 6.3, such Intellectual Property and any applicable third party license terms therefore have been specifically identified and described in the applicable Requirement Document or other writing provided in advance of using such Third Party Technology or Background Technology, (email to Client will suffice, so long as Client approves such usage via email in response). Contractor represents and warrants that Contractor has an unqualified right to license to Client all Background Technology as provided in Section 6.6.
   3. Prior Confidentiality Obligations. If the specific identification and description of any Background Technology or Third-Party Technology would cause Contractor to violate any confidentiality obligations, Contractor will not identify and describe such Background Technology or Third-Party Technology with specificity, but will disclose (to the extent permitted): (a) a general identification and description of such Background Technology or Third-Party Technology (which in no event will be less than a cursory name), (b) the owner or owners of such Background Technology or Third-Party Technology and Contractor’s relationship to such owner or owners, and (c) the specific reason that the Background Technology or Third-Party Technology is not fully disclosed.
   4. Trademarks and Trade Names. Without limiting the generality of Section 6.1, Contractor will have no interest in any trademark, service mark, or trade name (collectively, “Mark”) used on or in the Work Product; Client will be the sole and exclusive owner of all right, title, and interest in and to all such Marks. Any and all use of such Marks by Contractor will be deemed made by Client for the purposes of trademark registration and will insure solely to the benefit of Client for such purposes. Contractor will not contest, oppose, or challenge Client’s ownership of such Marks, or do anything to impair Client‘s ownership or rights in such Marks. Contractor will not create, adopt, or use a corporate name, trade name, trademark, or any other designation that includes any of Client’s Marks (including those in the Work Product) or a term confusingly similar to any of Client’s Marks. In particular, Contractor will not register, or attempt to register, in any jurisdiction worldwide any of Client’s Marks (including those in the Work Product) or a term confusingly similar to any of Client’s Marks.
   5. Assignment and Waiver of Other Rights. If any Intellectual Property Rights, including moral rights, in the Work Product, except for Intellectual Property Rights in the Background Technology, cannot (as a matter of law) be assigned by Contractor to Client, then (a) Contractor unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against Client with respect to such rights, and (b) to the extent Contractor cannot (as a matter of law) make such waiver, Contractor unconditionally grants to Client an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (iii) to exercise any and all other present or future rights in the Work Product. Client may sublicense and distribute Work Product under terms of Client’s choice.
   6. License of Background Technology. Contractor unconditionally grants to Client a non-exclusive, perpetual, irrevocable, worldwide, fully-paid right and license, with the right to sublicense through multiple levels of sublicenses, under all of Contractor’s Intellectual Property Rights in any and all Background Technology used or incorporated in any Work Product or otherwise used by Contractor in performance of the Services (whether or not identified or described in any Requirement Document), (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product. Client may sublicense and distribute Background Technology under terms of Client’s choice.
   7. Assignment of Rights to Third-Party Technology. Contractor will not use any Third-Party Technology in the Work Product, without Client’s express, prior written consent in each instance and provided there are no restrictions on Client’s use and enjoyment in the Work Product as contemplated by this Agreement. Contractor hereby assigns to Client all of Contractor’s licenses and other rights to all Third-Party Technology incorporated into the Work Product. If such rights cannot be validly assigned to Client without the consent of a third party, Contractor will use best efforts to obtain such consent (at Contractor’s expense) and will indemnify and hold harmless Client and its affiliates, employees, and agents from and against all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) arising from Contractor’s failure to obtain such consent.
   8. Copyright Assignments. Contractor will execute and deliver to Client, at Client’s request, a copyright assignment in the form of Exhibit B for any Work Product subject to copyright protection.
7. WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITIES
   1. Warranties.
      1. The Contractor warrants that it owns or has the rights necessary to grant to Client the rights to the Work Product in accordance with the terms of this Agreement.  
      2. The Client warrants that it owns or has the rights necessary to grant to Contractor access to its intellectual property in accordance with the terms of this Agreement. 
      3. Contractor will not, in the course of performing the Services, infringe or misappropriate, and neither the Work Product nor any element thereof will infringe or misappropriate, any Intellectual Property Right of any other person.
      4. Neither the Work Product nor any element thereof will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when delivered by Contractor to Client.
      5. Contractor will not grant, directly or indirectly, any right or interest in the Work Product (other than any Background Technology it may contain) to any other person.
      6. Contractor has full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by Contractor in this Agreement.
      7. All individuals who contribute to or participate in the conception, creation, or development of the Work Product will have unconditionally and irrevocably assigned all of their right, title, and interest in and to the Work Product (and all Intellectual Property Rights thereto) to Contractor (or directly to Client) before being allowed to begin performing Services.
      8. The Contractor will comply with all laws, regulations, and ordinances applicable to Contractor’s performance of the Services and Contractor’s other obligations under this Agreement, including export control laws, and has obtained (or before performing the Services will obtain) all governmental permits and licenses required for Contractor to perform the Services and Contractor’s other obligations under this Agreement.
      9. The Contractor will take all necessary or reasonable precautions to prevent injury to any person (including Client employees) or damage to any property (including Client property) during the term of this Agreement.
      10. The Contractor warrants that the Work Product will fully conform to the specifications, requirements, and other terms in the applicable Requirement Document and this Agreement. In the event of a breach of this warranty, without limiting any other rights or remedies Client may have, Contractor will promptly repair or replace the Work Product.
   2. Indemnities: Each party (the “Indemnifying Party”) agrees to defend at its expense and indemnify and hold harmless the other party (the “Indemnified Party”) and its partners, affiliates, employees, agents, representatives, independent contractors, successors and assigns from any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable legal fees and expenses) arising from or in connection with:  (i) the death or bodily injury of any person caused by the negligence or willful misconduct of the Indemnifying Party; or (ii) the damage, loss or destruction of any real or tangible personal property caused by the negligence or willful misconduct of the Indemnifying Party.
   3. Limitation of Liability.
      1. SUBJECT TO SECTION 7.3.3. BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT.
      2. SUBJECT TO SECTION 7.3(C) BELOW, EACH PARTY’S TOTAL LIABILITY TO THE OTHER, WHETHER IN CONTRACT OR IN TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL DOLLAR AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THE AGREEMENT THAT GAVE RISE TO SUCH LIABILITY.
      3. The limitations set forth in Sections 7.3.1 and 7.3.2 shall not apply with respect to:  (i) damages to person and/or tangible property occasioned by the willful misconduct or gross negligence of a party; (ii) claims that are the subject of indemnification pursuant to Section 7.2 above; and (iii) either party’s breach or alleged breach of its confidentiality obligations under Section 5 of this Agreement.
   4. Limitation of Warranty: The warranties above or referenced in a statement of work are exclusive and in lieu of all other warranties, express, implied, statutory or otherwise with respect to the services, deliverables or work product provided under this agreement. All other warranties, express and implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement are hereby disclaimed.
8. INSURANCE
   1. Contractor will maintain medical and health coverage and will hold harmless Client and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs and other expenses related to any work-related injury claims.
9. NON-SOLICITATION
   1. All personnel representing Contractor are employees or contracted agents of the Contractor, as such, are obligated to Contractor under confidentiality, non-compete, and non-solicitation agreements. The Client may not recommend or suggest to any other person or entity that such person or entity so solicit, employ, hire, or engage any such employee or subcontractor. Accordingly, Contractor’s personnel are not retainable by the Client as employees, consultants, contractors, or subcontractors and the Client hereby agrees not to solicit, hire or retain their services for so long as they are employees or contracted agents of Contractor and for [INSERT NON SOLICITATION PERIOD]thereafter. The Contractor shall have right to injunctive relief in case of breach of non-solicit clause.
10. NON-DISPARAGEMENT
    1. During and after the term of this Agreement, neither party shall make any comments to any individual or entity, including, without limitation, colleagues, customers, employees, financial or credit institutions, which could reasonably be construed as negative concerning the other party. This Section shall not be deemed to include pleadings or testimony under oath given in connection with any attempt to enforce the provisions of this Agreement.
11. INDEPENDENT CONTRACTOR, NO CONFLICT
    1. It is understood and agreed, and it is the intention of the parties hereto, that Contractor is an independent contractor, and not the employee, agent, joint venture, or partner of Client for any purposes whatsoever. This Agreement shall not be interpreted as creating an association, joint venture, or partnership relationship between the parties or as imposing any employment, or partnership obligation, or liability on any party. Contractor shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of Client. The Contractor is skilled in providing the Services. To the extent necessary, the Contractor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement.
    2. Certification. Contractor will provide Client with certifications and records (including, as appropriate, copies of Contractor’s tax returns) as Client may request from time to time, during or after the term of this Agreement, to verify that Contractor has complied with this Section.
12. INJUNCTIVE RELIEF
    1. The parties agree that in the event of any breach or threatened breach of any of the covenants of this Agreement or SOW, the damage or imminent damage to the value and the goodwill of either party’s business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that the non-defaulting party shall be entitled to injunctive relief against defaulting party in the event of any breach or threatened breach of any such provisions by either party, in addition to any other relief (including damages) available to parties under this Agreement or under applicable law for which Arbitrator shall award accordingly, including any costs and attorneys’ fees incurred in connection with the arbitration.
13. TAXES, PERMITS, AND LICENSES
    1. Unless otherwise agreed in writing by the parties, Contractor shall secure all licenses and permits, make all cash and other deposits, provide all bonds, and give all notices required either by law, regulation, ordinance, or permit in connection with any Work performed under the Agreement,
    2. Contractor agrees to pay, promptly when due, all license fees, duties, tariffs, and assessments and all sales, use, excise, import, export, re-export, and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon any materials, supplies, equipment, or services provided by Contractor pursuant to the Agreement, as well as all unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor. Unless otherwise agreed in writing by the parties, Contractor shall prepare and file promptly with the appropriate offices any and all tax and other similar returns required to be filed with respect to the Work and send copies thereof to Client, or, if requested by Client, notify Client of such requirement and furnish Client with all necessary information so that it may effect such filing. Contractor agrees to reimburse Client on demand for all such taxes or governmental charges, state or federal, that Client may be required or deems necessary to pay on account of employees of Contractor or its subcontractors. At its election, Client is authorized to deduct all sums paid for such taxes and governmental charges from such amounts as may be or become due to the Contractor hereunder.
14. WAIVER
    1. A waiver of any breach of this agreement or of any of the terms or conditions by either party thereto, shall not be deemed a waiver of any repetition of such breach or in any wise affect any other terms or conditions hereof; no waiver shall be valid or binding unless it shall be in writing, and signed by the parties.
15. NOTICE
    1. Any written notice required under any of the provisions of this agreement shall be deemed to have been properly served by delivery in person or by mailing the same in paper or by electronic means to the parties hereto at the addresses set forth below:
       1. Contractor: [MENTION THE EMAIL ID OR/AND ADDRESS OF CONTRACTOR]
       2. Client: [MENTION THE EMAIL ID OR/AND ADDRESS OF CLIENT]
16. SEVERABILITY
    1. If any clause or section of the present agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise.
17. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, pandemic, Nation-wide lockdowns Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period.
    2. If the Force Majeure event stays for more than sixty days then the present agreement shall be terminated without any further obligation. However the amount due for the services prior to the occurrence of Force Majeure shall be paid.
18. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of the courts sitting at [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUT BETWEEN THE PARTIES].
19. DISPUTE RESOLUTION
    1. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of [INSERT ARBITRATION’S PLACE] by one or more arbitrators appointed in accordance with the said Rules. No award or procedural order made in the arbitration shall be published.
    2. The decision of the arbitrator shall be final and binding on both the parties.
    3. The language to be used and all written documents provided in any such arbitration shall be in English.
20. ASSIGNMENT
    1. Neither party shall have the right to (a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without the other party’s prior written consent. Any such purported assignment shall be void.
21. MODIFICATIONS
    1. Any modification or amendment in the present agreement shall be done only by the written consent of both the parties
22. RULES OF CONSTRUCTION
    1. In construing this Agreement, the following principles shall be followed: (a) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement. IT BEING EXPRESSLY ACKNOWLEDGED BY THE PARTIES THAT THEY HAVE REVIEWED, UNDERSTAND AND AGREED TO ALL THE PROVISIONS CONTAINED IN THIS AGREEMENT AND HAVE HAD ADEQUATE OPPORTUNITY TO OBTAIN REVIEW BY LEGAL COUNSEL REGARDING SAME; (b) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions; (d) the plural shall be deemed to include the singular and vice versa, as applicable; and (e) the descriptive headings of the provisions of this Agreement are formulated and used for convenience only and shall not be deemed to affect the meaning or construction of any such provision. EACH OF THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGES AND AGREES: (A) THAT IT HAS A DUTY TO READ ALL OF THE DOCUMENTS CONSTITUTING THIS AGREEMENT AND THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS HEREIN; AND (B) THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT. EACH PARTY HERETO FURTHER AGREES THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT ON THE BASIS THAT IT HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT SUCH PROVISION IS NOT “CONSPICUOUS”.
23. ELECTRONIC SIGNATURES
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
24. MISCELLANEOUS
    1. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    2. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
25. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the parties with respect to the matters covered by it, and supersedes any prior understanding or agreements, oral or written, with respect thereto. The parties will not be bound by any understanding, agreement, promise, or representation, whether expressed or implied, which is not specified in this Agreement.
26. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date:

Signed, sealed and delivered on behalf of Client

Name: [NAME OF CLIENT /SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CLIENT]

Signed, sealed and delivered on behalf of Contractor

Name: [NAME OF CONTRACTOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CONTRACTOR]

Exhibit A

STATEMENT OF WORK

[INSERT STATEMENT OF WORK]