MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”)

BETWEEN

{{f2_name_of_service_provider}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its registered office at {{f3_registered_office_address_of_service_provider}} (hereinafter referred to as the “Service Provider”, which expression shall, unless repugnant to the context, include its successors and permitted assigns);

AND

{{f4_name_of_client}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f5_address_of_client}} (hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

The Service Provider and the Client are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

1.1. “Services” means the services to be provided by the Service Provider as may be set out in one or more statements of work or work orders executed pursuant to this Agreement (“SOW”).

1.2. “Deliverables” means all outputs, work products, documents, reports, software, or materials created in the course of providing the Services.

2. SCOPE OF AGREEMENT

2.1. This Agreement sets out the general terms and conditions governing the provision of Services by the Service Provider to the Client.

2.2. Specific details of Services, timelines, fees, and deliverables shall be set out in applicable SOWs, which shall form an integral part of this Agreement.

2.3. In the event of any inconsistency, the SOW shall prevail only to the extent of such inconsistency.

3. TERM

3.1. This Agreement shall commence on the Effective Date and shall remain in force for {{f6_term_of_agreement}}, unless terminated earlier in accordance with this Agreement.

4. SERVICE PROVIDER OBLIGATIONS

4.1. The Service Provider shall:
(a) perform the Services with reasonable skill, care, and diligence in accordance with applicable Indian laws;
(b) deploy suitably qualified personnel; and
(c) comply with the service levels, if any, specified in the relevant SOW.

5. CLIENT OBLIGATIONS

5.1. The Client shall:
(a) provide timely access to information, systems, and personnel reasonably required;
(b) make payments in accordance with agreed terms; and
(c) comply with its obligations under applicable laws.

6. FEES AND PAYMENT

6.1. Fees for the Services shall be as set out in the relevant SOW.

6.2. Payment terms shall be {{f7_payment_terms}}, exclusive of applicable taxes.

6.3. All taxes, duties, and statutory levies shall be borne by the Client unless otherwise required by law.

7. CONFIDENTIALITY

7.1. Each Party shall maintain strict confidentiality of all confidential information received under this Agreement and shall not disclose the same except as permitted by law or with prior written consent.

7.2. Confidentiality obligations shall survive termination of this Agreement for {{f8_confidentiality_survival_period}}.

8. INTELLECTUAL PROPERTY

8.1. Ownership of Deliverables shall be as specified in the applicable SOW.

8.2. Unless otherwise agreed, pre-existing intellectual property of each Party shall remain the exclusive property of such Party.

9. INDEMNITY

9.1. Each Party shall indemnify and hold harmless the other Party against losses arising out of:
(a) breach of this Agreement; or
(b) violation of applicable law.

10. LIMITATION OF LIABILITY

10.1. To the maximum extent permitted by law, the aggregate liability of the Service Provider shall not exceed {{f9_liability_cap}}.

10.2. Neither Party shall be liable for indirect, incidental, or consequential damages.

11. TERMINATION

11.1. Either Party may terminate this Agreement upon {{f10_termination_notice_period}} written notice.

11.2. Either Party may terminate immediately for material breach not cured within {{f11_cure_period}} days of written notice.

12. FORCE MAJEURE

12.1. Neither Party shall be liable for failure or delay in performance due to events beyond reasonable control, subject to prompt notice.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This Agreement shall be governed by and construed in accordance with the laws of India.

13.2. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be {{f12_city_india}}, and the proceedings shall be conducted in English.

13.3. Subject to arbitration, courts at {{f13_city_india}} shall have exclusive jurisdiction.

14. SEVERABILITY

14.1. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

15. ENTIRE AGREEMENT

15.1. This Agreement, together with all SOWs, constitutes the entire understanding between the Parties and supersedes all prior arrangements.

16. AMENDMENT AND WAIVER

16.1. Any amendment or waiver shall be valid only if made in writing and signed by both Parties.

17. ASSIGNMENT

17.1. Neither Party shall assign this Agreement without prior written consent of the other Party, except to an affiliate or pursuant to a corporate restructuring, subject to notice.

18. EXECUTION

18.1. This Agreement may be executed in counterparts and electronically, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Service Provider
Name: {{f14_name}}
Designation: {{f15_designation}}
Signature: _______________________
Date: {{f16_date}}

For the Client
Name: {{f17_name}}
Designation: {{f18_designation}}
Signature: _______________________
Date: {{f19_date}}

Master Service Agreement

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