CUSTOMER SERVICE AGREEMENT

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

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

[INSERT THE NAME OF THE LICENSOR], having registered office at [ADDRESS OF THE COMPANY] (hereinafter referred to 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 “Company” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the business of [INSERT THE TYPE OF BUSINESS] and agrees to provide exceptional services to the Client.
2. The Company has skilled and qualified personnel to perform the required services as agreed upon by both the parties.
3. The Company and Client mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
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.  "Client" refers to the individual engaging the desired services of the Company under this Agreement.
   2. "Company" refers to the entity who is engaged in providing the desired services to the Client under this Agreement.
   3. "Services" shall mean services to be provided by the Company to the Client, as detailed in the Scope of Services.
2. SERVICE AVAILABILITY
   1. The Company hereby agrees to provide the desired services on [INSERT WHETHER DESIRED SERVICES WILL BE PROVIDED ON MONTHLY OR WEEKLY BASIS] as stipulated herein or as specified in the mutually agreed service plan between the parties.
   2. The Client acknowledges that occasional interruptions may occur, potentially causing delays and disruptions to the services. However, the Company assures the client that any such interruptions will be promptly addressed and rectified to ensure continuity of service.
3. SCOPE OF SERVICES
   1. The Company agrees to provide [INSERT THE DESIRED SERVICE IN DETAIL, INCLUDING TASKS AND DELIVERABLES].
   2. The Company agrees to perform the Services diligently and in a professional manner, applying their expertise and best efforts to achieve the desired outcomes as agreed upon by the parties. Any changes or modifications to the Scope of Services must be agreed upon in writing and signed by both parties.
   3. Client acknowledges that the Scope of Services does not include any work beyond the defined services unless explicitly agreed upon in writing and subject to additional fees and terms.
4. PAYMENT
   1. In consideration for the Services, the Client shall pay the Company a maximum total fee for all the service provided under this Agreement [INSERT THE MAXIMUM TOTAL FEES TO BE PAID TO COMPANY FOR SERVICES]. Invoices will be provided by the Company soon after each Service is completed and signed off. For any other reasonable expense of the Company related to the service provided, the client agrees to make the payment along with the fees mentioned in this agreement.
   2. All payments made to the Client under this Agreement must be in [INSERT THE TYPE OF CURRENCY IN WHICH PAYMENT SHALL BE MADE]. The client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
5. COMPANY’S OBLIGATION
   1. The Company shall diligently and professionally in good-faith perform the services as mentioned in the scope of services.
   2. The Company shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The Company shall not disclose any confidential information of the client to any third-party without the prior permission of the Client.
6. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, to the Company in order to render the Services as per the agreed terms and conditions of this Agreement.
   2. The Client shall provide timely payments to the Company for the services as per the agreed terms and conditions.
7. INTELLECTUAL PROPERTY RIGHTS
   1. All the intellectual property rights related to the Company’s Services shall remain the property of the Company. Client is granted a non-exclusive license to use the Company’s Services for its internal purpose only.
8. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
9. FORCE MAJEURE
   1. No failure or omission by the Company or the Client in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Client, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
10. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS SHALL BE APPLICABLE] .
    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: 
    3. By direct negotiations between the Company and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
11. 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 Company : [INSERT THE EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF THE 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.
12. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL APPLY] then in force.
13. 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 email electronic signatures.
14. MISCELLANOUS
    1. Modifications: 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.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: 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.
    4. Entire agreement: This agreement along with all the Exhibits 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. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
15. 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 Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF CLIENT]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]