INTERNET SERVICE PROVIDER AGREEMENT

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

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

[INSERT NAME OF THE CLIENT], having registered office at [INSERT 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);

The Service Provider and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Service Provider is engaged in providing internet services to individuals and organizations.
2. The Client wishes to obtain the internet services from the service provider.
3. The Service Provider is willing to provide such services subject to the terms and conditions set forth in this agreement.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Internet” shall mean a globally connected network system that facilitates communication and data services through a vast collection of private, public, business and government networks.
   2. “Internet service provider” shall mean a company that provides individuals and organizations access to the internet and other related services.
   3. ”Business Day” shall mean any day which is not a Saturday, Sunday or public holiday in [ INSERT COUNTRY OF BUSINESS].
   4. “Confidential Information” shall mean information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in this agreement.
2. TERM
   1. This agreement shall commence on the effective date and continue for an initial term of [INSERT INITIAL TERMS OF THE AGREEMENT]. After the initial term, this agreement will renew for [INSERT RENEWAL TERMS] automatically as agreed by both the parties.
3. SERVICES
   1. The service provider agrees to provide internet services according to the client choice of plan, which may include but is not limited to, broadband internet, wireless internet, or any other internet access service provided by the service provider. For high connectivity the Service provider shall provide all the necessary information to the client based on the area of use.
4. PAYMENT
   1. In consideration of the Service, The Client shall pay the Service provider fees associated with the selected service plans mentioned in the Exhibit-A provided by the Service provider. Payment shall be made in advance and full for each billing cycle.
   2. Apart from the selected service plan if the Client wishes to take other related services such then a certain fee is charged for such related service.
   3. In the event of any overdue payment, the service provider may terminate the services until the payment is received.
5. USAGE RESTRICTIONS
   1. The Client agrees to use the internet services provided by the service provider for lawful purposes only. Any illegal or unauthorized use of services is strictly prohibited.
   2. The Client shall be responsible for maintaining the security of their network and devices to prevent unauthorized use of services.
6. SCOPE OF MAINTENANCE
   1. For a period of [INSERT PERIOD OF MAINTENANCE] the service provider shall provide free maintenance services based upon the selected plan.
   2. Any changes or additions to the maintenance shall be made in writing and mutually agreed upon by both the parties.
   3. The maintenance services shall not include the addition of new services and any additional work required beyond the scope of maintenance may be subject to separate agreement and additional fees.
   4. The client shall provide all the necessary access credentials and permissions required for the service provider to perform maintenance tasks.
   5. Either party may terminate the maintenance services by providing prior written notice to the other party.
7. TERMINATION
   1. Either party may terminate this agreement for any reason by providing written notice to the other party. Upon termination, the terminating party shall remain responsible for the outstanding fees owed to the other party up to the date of termination.
   2. If either party materially breaches any provision of this Agreement and fails to cure such breach within [NUMBER OF DAYS] after receiving written notice of the breach from the non-breaching party, the non-breaching party may terminate this Agreement by providing written notice of termination. In such cases, the non-breaching party shall not be liable for any damages resulting from the termination, except as provided in this Agreement.
   3. Either party may terminate this agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, and ceases to conduct its regular operations.
   4. Upon termination of this agreement, the client shall immediately cease using the internet services provided by the service provider. The Client shall have no further right to access or use the services.
8. INTELLECTUAL PROPERTY RIGHTS
   1. Any intellectual property, including but not limited to software, applications, scripts, documentation, and any related materials, developed by Service Provider in connection with the provision of Internet services under this Agreement shall be and remain the exclusive property of Service Provider. Client shall have a non-exclusive, non-transferable right to use the Service Provider Intellectual Property solely for the purpose of accessing and using the Internet services during the term of this Agreement.
   2. Any intellectual property, including but not limited to content, data, software, and materials, created or provided by Client in connection with the use of the Internet services shall be and remain the exclusive property of Client. Service Provider acknowledges that it has no claim or right to the Client Intellectual Property.
   3. Pre-Existing Intellectual Property: Notwithstanding any provision of this Agreement to the contrary, any routines, methodologies, processes, services libraries, tools or technologies created, adapted or used by Service provider in its business generally, including all associated intellectual property rights (collectively, the “Development Tools”), shall be and remain the sole property of Service provider, and Client shall have no interest in or claim to the Development Tools, except as necessary to exercise its rights in the Product. In addition, notwithstanding any provision of this Agreement to the contrary, Service provider shall be free to use any ideas, concepts, or know-how developed or acquired by Service provider during the performance of this Agreement to the extent obtained and retained by Service provider’s personnel as impression and general learning. Subject to and limited by Client’s intellectual property rights mentioned above, nothing in this Agreement shall be construed to preclude Service provider from using the Development Tools for use with third parties for the benefit of Service provider.
9. CHANGE IN SPECIFICATIONS
   1. The Client may request that reasonable changes be made to the tasks associated with the implementation of the services provided by the service provider. If the Client requests such a change, the Service Provider will use its best efforts to implement the requested change within a defined framework.
   2. For any additional services which are provided by the Service Provider, the Service Provider shall raise another invoice for the Client which has to be paid by him in accordance with the Payment clause of this Agreement.
10. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
11. SERVICE PROVIDER WARRANTIES
    1. The Internet Services provided under this Agreement are not in violation of any other agreement that the Service Provider has with another party.
    2. The Service Provider will not violate the intellectual property rights of any other party.
    3. The Service Provider warranties that in carrying out the services described in this Agreement, the best technical practices, skills, procedures, care and judgment will be employed, the services will be performed in the most expeditious and economical manner consistent with client’s best interests, and Service Provider shall at all times cooperate with the client so as to further Client’s best interests.
12. INDEMNIFICATION
    1. The Service Provider shall indemnify and hold Client harmless from any third-party claims alleging that the use of the Service Provider Intellectual property infringes any valid patent, copyright, trademark, or trade secret right of such third party, provided that Client promptly notifies Provider of any such claim in writing and cooperates in the defense of such claim.
    2. The Client shall indemnify and hold Service Provider harmless from any third-party claims alleging that the use of the Client IP infringes any valid patent, copyright, trademark, or trade secret right of such third party, provided that Provider promptly notifies Client of any such claim in writing and cooperates in the defense of such claim.
13. MODIFICATIONS
    1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] irrespective of where the Work is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Service Provider and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. INDEPENDENT CONTRACTOR
    1. The Service Provider acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venture of the Client. The Client will provide the Service provider with the details of the Services it wants the Service provider to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Service provider and which it owes to the Service provider in regard to the services rendered by it to the Client.
16. LIMITATION OF LIABILITY
    1. The Service provider shall be liable for only the work which is in the Scope of Services which have to be performed by the Service provider. The Service provider shall not be liable for any work which is done by him which is out of the scope of the services provided by him. 
    2. The Service provider assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Service provider will not be responsible for any action of the Client in following or declining to follow any advice or recommendation of the Service Provider. 
17. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Service Provider: [MENTION THE EMAIL ID OR/AND ADDRESS OF SERVICE PROVIDER]
       2. If to the Client: [MENTION THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. HEADINGS, WORDS AND GENDERS
    1. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation”.
20. LANGUAGE
    1. The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language.
21. SEVERABILITY
    1. If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
22. MISCELLANEOUS
    1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.
    2. 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.
    3. Each party shall co-operate 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.
    4. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
    5. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
23. ENTIRE AGREEMENT
    1. This agreement along with the Exhibit constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
24. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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 Service Provider

Name: [NAME OF SERVICE PROVIDER/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [SIGNING DATE OF SERVICE PROVIDER]

EXHIBIT –A

SERVICE PLAN

[INSERT SERVICE PLAN]