CLOUD SERVICE AGREEMENT

This Cloud Service Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE] hereinafter referred as the “Effective Date”) between:

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

1. The Client is engaged in the business of [INSERT TYPE OF BUSINESS] and is willing to have Cloud Computing services from the Company.
2. The Company possesses necessary expertise to perform the cloud computing 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.  "Company" refers to an individual or entity providing the cloud services to the client under this agreement.
   2.  "Client" refers to an individual or an entity engaging the cloud services of the Company under this Agreement.
   3. "Services" shall mean the cloud services provided by the Company to the Client, as detailed in the Scope of Services.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Service level agreement” refers to the performance and availability standards set forth in this Agreement.
2. SCOPE OF SERVICES
   1. During the term of this agreement, the Company shall provide the following type of Cloud Service [INSERT THE TYPE CLOUD SERVICE SUCH AS INFRASTRUCTURE AS A SERVICE, SOFTWARE AS A SERVICE OR PLATFORM AS A SERVICE]
   2. The Company shall perform the Services diligently and in a professional manner, applying their expertise and best efforts. Any changes or modifications to the Scope of Services must be agreed upon in writing and signed by both parties as an addendum to this Agreement.
3. TERMS
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS] days as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE COMPANY
   1. Company shall deliver the Services as described in this Agreement and maintain adequate resources to support the agreed-upon performance levels.
   2. Company shall ensure compliance with relevant data protection laws and implement industry-standard security measures to safeguard Client Data.
   3. Company shall provide timely notifications regarding scheduled maintenance, security updates, or any service disruptions.
   4. Company shall ensure that all software and infrastructure used to deliver the Services remain up to date and meet prevailing security standards.
   5. Company shall ensure that any subcontractors or third-party vendors involved in service delivery comply with this Agreement’s security and confidentiality obligations.
5. OBLIGATIONS OF THE CLIENT
   1. Client shall comply with all applicable laws and regulations in its use of the Services.
   2. Client shall not use the Services for any illegal, fraudulent, or unauthorized activities.
   3. Client is responsible for maintaining the security of its accounts, credentials, and access to the Services.
   4. Client shall ensure that its use of the Services does not infringe upon any third-party rights, including intellectual property rights.
   5. Client shall maintain appropriate backup copies of its data and acknowledge that the COMPANY is not liable for data loss unless otherwise stated.
6. PAYMENTS
   1. In consideration for the Cloud Services, the Client shall pay the Company a maximum total fee for the services under this Agreement [INSERT THE AMOUNT OF FEES]. All payments made to the Company under this Agreement must be in [INSERT CURRENCY]. The Company agrees to pay the amount within [INSERT THE NUMBER OF DAYS] business days. The payment shall be made via [INSERT MODE OF PAYMENT].
   2. If the Client fails to make the payment on time, a late fee of [INSERT SPECIFIED PERCENTAGE OR AMOUNT] shall be applicable for each day/week/month of delay. Additionally, if the delay exceeds [INSERT SPECIFIED TIMEFRAME], the Company reserves the right to suspend or limit the services until full payment is received.
   3. In case of prolonged non-payment beyond [INSERT SPECIFIED TIMEFRAME], the Company shall have the right to initiate legal proceedings for recovery, and the Client shall be liable for all legal expenses, including attorney fees, incurred by the Company.
7. REPRESENTATION AND WARRRANTIES
   1. Each Party represents and warrants that:
      1. they have full power and authority to enter into and perform its obligations under this Agreement;
      2. Its execution and performance of this Agreement will not conflict with or result in a breach of any contractual obligations or laws to which it is subject; and
      3. It shall comply with all applicable laws and regulations in relation to its obligations under this Agreement.
   2. Company represents and warrants that:
      1. The Services will be provided in a professional and workmanlike manner consistent with industry standards;
      2. The Services will materially conform to the specifications set forth in this Agreement and the SLA; and
      3. It will use commercially reasonable efforts to ensure that the Services do not contain malicious code or viruses.
   3. Client represents and warrants that:
      1. It has obtained all necessary rights, licenses, and permissions to use any data or content uploaded to the Services;
      2. Its use of the Services will comply with all applicable laws, including data protection regulations; and
      3. It shall not use the Services to store or transmit any illegal, harmful, or infringing content.
8. CONFIDENTIALITY
   1. During and after the term of this Agreement, Company will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Client’s business data or any confidential information stored in Cloud environment, and Company will not use such information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Client, or disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Client.
   2. Company agrees 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 the Company shall exercise less than reasonable care in protecting such Confidential Information.
   3. Company shall not use any confidential information directly or indirectly to procure a commercial advantage over the Client or otherwise use any designs, ideas or concepts created by or belonging to the Client without the express written consent of the Client.
   4. Upon termination/ expiration whichever is earlier, the Company shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. INTELLECTUAL PROPERTY RIGHTS (IPR)
   1. If the system includes any Intellectual Property (IP) software, the Company shall ensure that all confidential information related to this software remains accessible only to the Client. Any data stored in the cloud will be protected through encryption and strict access control to prevent unauthorized use, modification, or disclosure.
   2. The Company shall not access, use, or share any confidential information related to the IP software without the Client’s written consent.
   3. The Company shall ensure that any IP software used or developed does not infringe upon any third party’s intellectual property rights. In case of any IP infringement claims, the Company shall be fully responsible and shall indemnify the Client against any legal consequences.
   4. If this agreement is terminated, the Client shall have the right to retrieve all confidential data, and the Company shall permanently delete the data from its system within [INSERT SPECIFIED TIMEFRAME], ensuring no residual data remains.
   5. The Company shall comply with industry-standard security measures to prevent any unauthorized access, data breaches, cyber-attacks, or any incidents that may compromise the IP software or confidential data
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. The injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
    2. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
    3. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
    4. Any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    5. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
12. LIMITATION OF LIABILITY
    1. In no event shall the Company be liable to Client, its employees or any person acting on its behalf, whether in contract, tort (including negligence) or damages of any kind including special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement. The maximum aggregate amount that the Client or any Party claiming through it can recover from the Company for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) will in no event exceed the value of the services performed under this Agreement till the date on which such claim arose.
13. 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. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon 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 THE COUNTRY].
    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 Company and Client.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. 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, Internet system unavailability, system malfunctions, pandemic 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. However, if the period of nonperformance exceeds [INSERT MAXIMUM NUMBER OF DAYS OF NON-PERFORMANCE] days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
16. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
17. SERVICE LEVEL
    1. The Company agrees to maintain a maximum uptime of [INSERT PERCENTAGE] % per month, the remaining percentage of allowable downtime shall be used for scheduled maintenance, upgrades or unforeseen technical issues.
    2. The Company agrees to respond to client’s inquiries, requests within [INSERT TIME FRAME].
    3. Company agrees to provide regular reports to client on the performance and status of the services provided. Furthermore, the Company agrees to promptly resolve any inconvenience or error within the timeframe specified in this agreement.
18. NON-SOLICITATION
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
19. NON DISPARAGMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
20. ACCESS AND LICENCE
    1. Subject to the terms and conditions of this agreement, the Company grants a non-exclusive, non-transferable right to access and use the specified services provided by the Company. The Client agrees to use the cloud services solely for its internal business purposes and in accordance with the terms of this agreement.
    2. The Client shall not, directly or indirectly:
       1. sublicense, distribute, or otherwise transfer the access or license granted herein to any third party;
       2. modify, adapt, translate, reverse, decompile, disassemble, or create derivative works based on the specified service
       3. Use the services in any manner that violates applicable laws or regulations or infringes upon the rights of any third party.
21. DATA PORTABILITY AND MIGRATION ASSISTANCE
    1. The Company shall provide the Client with reasonable assistance in migrating or transferring data upon request. The data shall be provided in a structured, commonly used, and machine-readable format to ensure seamless portability.
    2. If the Client requests migration of data to another service provider or system, the Company may charge an additional fee for such services. The Client will be informed in advance about any costs, which may depend on data volume, complexity, and requested timeline.
    3. The Company shall ensure that all data transfers are conducted securely to prevent unauthorized access, loss, or corruption. However, the Company shall not be liable for any third-party system failures or incompatibility issues during migration.
    4. Upon termination of the agreement, the Client may request data retrieval within [INSERT SPECIFIED TIME FRAME]. After this period, the Company reserves the right to permanently delete the Client’s data, unless retention is required by law.
22. DATA RETENTION AND DELETION POLICY
    1. The Company shall specify the duration for which Client’s data will be stored in its systems. Unless otherwise agreed in writing, the Company shall retain Client data for a period of [INSERT NUMBER OF DAYS] after the termination of services. After this period, the data shall be permanently deleted from all systems, backups, and archives, unless legally required to retain it.
    2. In the event of immediate termination of services, the Client shall have the right to request an immediate deletion of their data. The Company shall comply with such a request within [INSERT TIME FRAME], unless retention is required by law.
23. 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 [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] 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 [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
24. INDEPENDENT CONTRACTOR
    1. The Company 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 Company with the details of the Services it wants the Company to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Company and which it owes to the Company in regard to the services rendered by it to the Client
25. 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 the [INSERT LANGUAGE].
    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.
26. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
27. 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 NAME OF THE COMPANY/SIGNING AUHTORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF THE COMPANY]

Signed, sealed and delivered on behalf of Client

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

Signature: 

Date: [INSERT SIGNING DATE OF THE CLIENT]