Master Service Agreement

A contract between the two parties intending to hold and enter into a service
transaction. This agreement details the expectations of both parties. The goal of a
master service agreement is to make the contract process faster. It also should make
future contract agreements simpler. A master service agreement (MSA) is also
called a service level agreement (SLA).

Why is Master Service Agreement important?

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This Master Service Agreement
- REGISTER here (here in after termed as “Agreement”) is made and entered into on day
of , 2020 by and between [Company name] with its principal place of business located at

(hereinafter referred as “Party A”) and (Company name) with its principal place of business
located at (hereinafter referred as “Party B”).

Each of the parties mentioned above are collectively referred to as the „Parties‟ and individually as a
„Party‟.

WHEREAS, the Party A (Performing Party) is undergoing business of (Business description).

WHEREAS, the Service provider has decided to undergo the business of (Business description) for
(Time period) with Part B (Engaging Party) from (date).

WHEREAS, the parties have agreed to use this agreement as a guidance for every future transaction and
dealings.

1. Definition:

1.1. “Agreement” means this Master Services Agreement, including Statements of Work.

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1.2. “Applicable Laws” means all applicable laws, regulations, ordinances, and other rules of the federal,
state, municipality, territory, parish, county, local government or political subdivision.

1.3. “Confidential Information” has the meaning provided in clause 6 hereof.

1.4. “Dispute” means any dispute arising out of or relating to this Agreement or a breach thereof.

1.5. “Effective date” means the date which is mentioned in clause 18 of this agreement.

1.6. “Intellectual Property Rights” means all of the rights with respect to patents, patent applications,
patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and
any reissue, continuation, continuation-in-part, revision, extension or reexamination thereof; Marks
together with all goodwill associated therewith, including, without limitation, all translations, adaptations,
derivatives and combinations of the foregoing, and registrations, applications and renewals related
thereto; copyrights and copyrightable works; mask rights, and proprietary know-how; and all
registrations, applications and renewals for any of the foregoing; trade secrets; other intellectual property
rights; and all copies and tangible embodiments of the foregoing (in whatever form or medium).

1.7. “TERM” has the meaning provided in clause 2.1. hereof.

1.8. “TERMINATION” means the reasons from which this agreement will end, as specified in clause
2.2. and 17.

2. Term and Termination:

2.1. The term of this Agreement will be from the Effective Date until terminated as provided in clause
2.2. and clause 18 of this agreement.

2.2. This Agreement may be terminated by either Party upon days' prior written notice following
expiration of the last remaining SOW, or if the other Party materially breaches this Agreement and such
breach is not corrected within days following receipt of written notice of termination.

2.3. Termination of this Agreement by either Party shall not affect the rights and obligations of the Parties
accrued prior to the effective date of the termination.

2.4. Upon termination of this Agreement, an Engaging Party shall pay a Performing Party any unpaid
Fees set forth in an associated SOW for Services provided through the date of termination, unless such
termination was in connection with a breach or alleged breach of such Performing Party.

3. Scope of services:

3.1. (Party A) and (Party B) hereby agree to (Services

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shall describe the respective contribution and services of each Party. Any services provided by one of the
Parties under this Agreement are referred to as the "Services." For purposes of this Agreement, the Party
engaged to perform the Services is the “Performing Party” and the Party for which the Services are to be
performed is the “Engaging Party.”

3.2. If a Party requests a change to an SOW, the Parties shall execute a written change order (the "Change
Order"), which shall identify in reasonable detail: (a) a complete summary of the change requested; (b)
the impact on the project schedule; (c) the impact on the Deliverable and the Services; and (d) the impact
on the project Fees, if any. For the avoidance of doubt, all Change Orders are subject to the written
approval of and Company.

4. Payment and Taxes

4.1. The Budget and the payment deadline will be defined in each SOW. Except as otherwise provided in
such SOW, undisputed invoices shall be payable within calendar days after the receipt of the
invoice.

4.2. Payment shall be made via online mode by using all major credit/debit cards supported: Visa, Visa
Electron, MasterCard, and internet banking channels.

4.3. Disputed invoices shall be mutually resolved within days and payable within days.

4.4. In the event of any delay in the payment, the interest of 5% shall be chargeable on invoice price.

4.5. It does not include tax or taxes (local, state or national tax or any other tax), it shall be paid by the
Engaging Party separately.

5. Rights and obligation:

5.1. The Engaging party hereby appoints the Performing Party as its Service Provider for the term of this
Agreement for the (Service Details). The Performing Party shall provide all the mentioned
services in the agreement to the Engaging Party.

5.2. During the term of this Agreement, the Performing Party shall have an exclusive right to provide
services and ask for any detail related to the services from the Engaging Party.

5.4. The Performing Party shall use its best resources to provide services and all the services shall be
delivered within time.

5.5. Engaging Party shall pay a considerable amount to the Performing Party for their services within
time.

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5.6. Performing Party shall not collect or use any Data of Engaging Party except as necessary to provide
our Services.

5.7. Both parties shall follow all the laws, rules and government regulations (Central or state or both)
which is applicable.

5.8. Both parties shall protect each other's rights.

6. Relations between the Parties: Nothing in the Agreement shall create a relationship of partnership or
relationship of principal/agent, employer/employee or joint-venture between the Parties.

7. Confidential Information:

7.1. Each party may use but shall not disclose the confidential information of the other party only for the
purposes of this Agreement and must keep all confidential information of the other party, except to the
extent (if any) the recipient of any confidential information is required by law to disclose the confidential
information.

8. Indemnification:

The Engaging Party agrees to indemnify and hold Supplier and its subcontractors harmless from and
against all claims, demands, losses, damages, liabilities and expenses (including reasonable legal
expenses) which Performing Party may suffer or incur as a result of any breach of any term of this
Agreement by the Engaging Party or any Local Affiliates, as a result of the negligence, fraud, willful
default or breach of statutory duty of the Engaging Party or any Local Affiliate or as a result of the
carrying out of any work required to be done in relation to the Services in accordance with the
requirements or specifications of the Engaging Party.

9. WARRANTY

The Performing Party expressly disclaims any warranty for the (Service). The Service or product
and any other related documentation are provided “as is'' without warranty of any kind, either express or
implied, including, without limitation, the implied warranties of merchantability, fitness for a particular
purpose, or non-infringement.

10 Damages: In no event shall the Performing Party of this Service be liable for any special,
consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss
of business profits, business interruption, loss of business information, or any other pecuniary loss)
arising out of the use of or inability to use this product, even if the Performing Party of this Service is
aware of the possibility of such damages and known defects.

11. Notices:

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11.1. Any notice or other communication under or in connection with the Agreement shall be in writing in
the English language and shall be delivered personally or by registered mail, fax, or cable transmission to
the respective addresses, or fax numbers as a party may have notified to the other party in accordance
with this article.

12. Arbitration: This Agreement shall be interpreted in accordance with and governed by the laws of
India without regard to any conflict of laws principles. If any dispute arises, it will be resolved through
arbitration as per the provisions of Arbitration and Conciliation Act, 1996 and under the supervision of
the Honorable Court, who has the jurisdiction of the registered office of (Performing Party). The
sole arbitrator will be appointed by the consent of both the parties at the time of dispute and the expenses
of the dispute shall be collected from the party who arises the dispute and after the decision of the
arbitrator it shall be collected from the Judgment debtor.

13. Governing law: This Agreement shall be governed, construed, and enforced in accordance with the
laws of the State of (Governing law of the state), without regard to its conflict of laws rules.

14. Severability: If any provision of this Agreement is held to be unenforceable or invalid, such
provision will be changed and interpreted to accomplish the objectives of such provision to the greatest
extent possible under applicable law and the remaining provisions will continue in full force and effect.

15. ASSIGNMENT: Neither Party hereto may assign, or transfer any of its rights including IP rights or
obligations under this Agreement without the written consent of the other Party, whether by merger,
acquisition, sale, operation of law, or otherwise.

16. Amendments and Waivers: No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by a duly authorized representative of each party to this Agreement.
No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor
will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the
party claimed to have waived.

17. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any
obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to
unforeseen events which are beyond the reasonable control of the parties, such as strikes, blockade, war,
terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in
so far as such an event prevents or delays the affected party from fulfilling its obligations and such party
is not able to prevent or remove the force majeure at reasonable cost.

18. This Agreement shall not be assigned by either party hereto.

IN WITNESS WHEREOF, the Parties have indicated their acceptance of the terms of this Agreement by
the latest of the signatures set forth below.

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Disclaimer- This is compilation of already available information on the public domain, it is for
awareness and informational purposes.

Party A

Name/designation/Signature

Party B

Name/designation/Signature

Date: (Effective date)

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