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Sample Master Services Agreement and Statement of Work
 
 
 
MASTER SERVICES AGREEMENT
 
Between:
 
 
[COMPANY] 

AND

 
[CONSULTANT]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TABLE OF CONTENTS
 
[To be inserted after finalisation]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[On Stamp Paper of Adequate Value]
 
 
 
 
MASTER SERVICES AGREEMENT
 
THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and entered into at [] this [] day of [],2013 by and between:
 
Company, a registered partnership firm under the Indian Partnership Act, 1932 having its office at [insert] (hereinafter referred to as "Company", which expression shall, unless repugnant to or inconsistent with the context or meaning thereof, be deemed to mean and include its successors in title and assigns) of the ONE PART;
 
AND
 
[Name of the Consultant] ("Consultant", which expression shall, unless repugnant to or inconsistent with the context or meaning thereof, be deemed to mean and include its successors in title and assigns) of the OTHER PART;
Company and the Consultant are hereinafter jointly referred to as the "Parties" and individually as "Party".
 
WHEREAS:
 
  1. Company is engaged in the business of developing and operating [business in wide terms including everything that your firm does or will do] (“Business”);
 
  1. The Consultant is engaged in the business of [business of Consultant];
 
  1. Company is desirous of engaging the Consultant to receive technical services for the purpose of [purpose];
 
  1. The Parties are now desirous of entering into this Agreement to record the terms of such technical services to be performed by the Consultant, the roles and responsibilities of the Consultant during the performance of such Services and the mutual rights and obligations between the Parties in relation to the performance of Services (as defined herein below).
 
NOW, THEREFORE, in consideration of, and subject to, the mutual covenants, agreements, terms and conditions herein contained the mutual benefits to be derived there from and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:
 
  1. DEFINITIONS AND INTERPRETATIONS
 1.1. Interpretation
 
1.1.1. Headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation.
 
1.1.2. Unless the context of this Agreement otherwise requires:

a. 
words using the singular or plural number also include the plural or singular number, respectively;
 
b. words of any gender are deemed to include the other gender;
 
c. the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
 
d. the term “Clause” refers to the specified section of this Agreement;
 
e. reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enactedand any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
 
f. the Schedules and Exhibits hereto shall constitute an integral part of this Agreement;
 
g. where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings;
 
h. 
words used in this Agreement unless defined separately shall be interpreted in the ordinary meaning of such word and terms in the agreement can be defined at any part of this Agreement and shall still bear the defined meaning for the whole of this Agreement, if used in capitalized form;
 
i. references to a "person" shall be construed so as to include: (a) individual, firm, partnership, trust, company, corporation, body corporate, unincorporated body, association, organisation, any government, or state or any agency of a government or state, or any local or municipal authority or other governmental body (whether or not in each case having separate legal personality); (b) that person’s successors in title and assigns or transferees permitted in accordance with the terms of this Agreement;
 
j. references to a "person’s representatives" shall be to its officers, employees, legal or other professional advisers, sub-contractors, agents, attorneys and other duly authorised representatives;
 
k. if any term in Clause 1 or Clause 2 of this Agreement or in the Recitals to this Agreement is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
 
1.2. 
Definitions
 
1.2.1. “Affiliate” shall mean, with respect to any entity, any other entity that owns or controls, is owned or controlled by, or is under common ownership or control with such entity;
 
1.2.2. "Applicable Laws" shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, by-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter and whether under common law or the laws of India or any other jurisdiction;
 
1.2.3. “Business” shall mean the business of Company as defined in Recital A;
  
1.2.4. “Confidential Information” means and includes all information relating to the disclosing party including but not limited to information, knowledge or data of an intellectual, technical, scientific, financial, cost, pricing, commercial or marketing nature which is not in the public domain and in which the disclosing party has a business, proprietary or ownership interest or has a legal duty to protect, whether or not received from a third party in whatever form, including but not limited to technical data/know-how, drawings, photographs, specifications, standards, manuals, reports, formulae, algorithms, processes, information, lists, trade secrets, computer programs, computer software, computer data bases, computer software documentation, quotations and price lists, research products, inventions, development, processes, engineering techniques, strategies, customers (including any Personal Information and/or other non public personal information about such customers and any list, description or other grouping of customers that is derived using any such Personal Information and/or other non public personal information), internal procedures, employees, business opportunity which the disclosing party considers to be confidential and which is identified by the disclosing party as confidential, or which might fairly be considered to be of a confidential nature and which may be furnished by either party during the period of this Agreement;
 
1.2.5. “Deliverables” shall mean the list of materials, items, things that are to be completed under each Statement of Work;
 
1.2.6. "Dispute" shall have the meaning ascribed to the term in Clause 14.2.1 of this Agreement;
 
1.2.7. "Governmental Authority" shall mean (a) any union, state, local or other governmental, administrative, regulatory or self-regulating authority or agency, having jurisdiction over the relevant matter, (b) any court, tribunal or administrative hearing body, or (c) any other similar dispute resolving panel or body;
 
1.2.8. "Notices" shall have the meaning ascribed to the term in Clause 15.1 of this Agreement;
 
1.2.9. “Offshore Services” means as defined in Clause 2.3;
 
1.2.10. “Onsite Services” means as defined in Clause 2.3;
 
1.2.11. "Receiving Party" shall have the meaning ascribed to the term in Clause 15.1 of this Agreement;
 
1.2.12. "Services" shall have the meaning ascribed to the term in Clause 2.1 and further described in Schedule A of this Agreement;
 
1.2.13. “Statement of Work” means as defined in Clause 2.2
 
  1. SCOPE OF SERVICE AND STATEMENT OF WORK
2.1. Subject to the provisions contained in this Agreement, Company wishes to procure and the Consultant agrees to provide to Company such technical assistance, software design, conversion, development, integration and implementation, site management, site operation, programming, training, consulting, project management, maintenance and related services as are provided in the Statement of Work provided below  (“Services”) to this Agreement. Such Services shall be provided in accordance with the provisions of this Agreement.
 
2.2. A statement of work, in the form as provided in Schedule A, shall be executed from time to time by both parties to this Agreement (“Statement of Work”).  The Statement of Work shall contain the Deliverables, details of Services, names of the Consultant's employees and any third parties' employees performing services covered by that Statement of Work, their job classification, the fixed price of the work effort, the scheduled completion date of the work effort, the location of work of each such employee and such additional information, terms and conditions as the parties may agree upon.
 
2.3. Services may be provided either from the Consultant’s development centres in India by means of internet or network connections (“Offshore Services”) or at any location other than Consultant’s development centres in India (“Onsite Services”).  
 
2.4. The parties acknowledge that the Consultant’s Affiliate may provide Services to Company. In such event, Company and the Consultant’s Affiliate shall execute a Statement of Work for Services. The terms and conditions of this Agreement shall apply to the Statement of Work signed between Company and the Consultant’s Affiliate as if the Consultant’s Affiliate is a party to the Agreement. Company’s Affiliates may also obtain Services from the Consultant or the Consultant’s Affiliates under the terms of this Agreement by executing a Statement of Work for Services.
 
2.5. Either party may request change(s) to the Services in writing (“Change Order”) in the event of any proposal to make change(s) to the agreed scope of Services, Deliverables, project schedule, Fees (as defined below), or any other aspect of the applicable Statement of Work. In the absence of a Change Order signed by the parties, Consultant shall not be bound to perform any additional or out of scope services beyond agreed Services and Company shall not be bound to pay any extra fees or extend the time other than as agreed in the Statement of Work. The parties agree to negotiate all Change Order requests expeditiously and in good faith.
 
  1. WORKING RELATIONS
3.1. The Consultant shall identify appropriate project members and constitute a project team to execute a project under a Statement of Work. The Consultant shall obtain the approval of Company for the selection of such project members, provided Company shall not unreasonably delay or withhold such approval.
 
3.2. For Onsite Services, Company shall provide the Consultant’s personnel the necessary infrastructure, tools, systems, hardware, software and access required to perform the Onsite Services including working space and computing facilities as mutually agreed. The Consultant agrees to observe all reasonable Company security procedures in effect at any Company premises to which access is granted hereby.
 
3.3. In rendering Services, the Consultant agrees to devote commercially reasonable efforts. Company agrees to devote commercially reasonable efforts to support the activities of the Consultant in reasonable which shall allow the Consultant to provide Services.
 
3.4. Consultant's relationship with Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship. Consultant's actions will not be supervised by Company as done in case of employer-employee relationship.
  1. PRICING AND PAYMENT
4.1. Company agrees to pay the Consultant as compensation for the Services and completion of Deliverables and the Consultant agrees to accept as compensation, amounts as per the rates given in an applicable Statement of Work (“Fees”) in the manner set forth in this Clause.
 
4.2. Upon the execution of this Agreement and until the completion of the Services, Company shall make milestone based payments of the Consultant’s Fee in the manner set forth in the Statement of Work.
 
4.3. Consultant shall raise invoices for payment of fees or expenses as and when they become due. Payment of Fees or expenses under this Agreement or applicable Statement of Work will be made by Company to Consultant within 7 (seven) days of it becoming due. Scanned copy(ies) of the invoice(s) may be e-mailed by the Consultant to Company’s designated contact for invoices and payments.
 
4.4. In the event of Company making a representation to the Consultant for the requirement of Services beyond the scope of Schedule A, Company shall be required to pay an additional consideration of [____] per hour at the desire of the Consultant and upon mutual consultation between the Parties in this regard.
 
4.5. Notwithstanding anything to the contrary in this Agreement or otherwise, in case the Consultant is not able to make the deliverables as per this Agreement or applicable Statement of Work related to this Agreement, to the satisfaction of Company, Company shall not be liable to pay any fees to the Consultant. Also, in such a case, any payment of fees already made to the Consultant shall be refunded to Company.
  1. VERIFICATION OF ACCEPTABILITY
5.1. Company shall carefully test the Deliverables supplied by the Consultant to ensure that they can be used before they are put into productive use.
 
5.2. Each and every deliverable contemplated by any Statement of Work shall be subject to a verification of acceptability by Company for the purpose of demonstrating that the deliverable satisfies specifications set forth in the applicable Statement (criteria for verification of acceptability) mutually agreed to by Company and the Consultant for the said deliverable.
 
5.3. The acceptance of the deliverable developed by the Consultant shall be based on test data produced by Company and mutually agreed to in writing by Company and the Consultant at least thirty days in advance of the date identified in the Statement of Work for delivery of the deliverable involved.
 
5.4. Acceptance shall entail repeating the test of the deliverable with the test data prepared by Company, at the location of work as determined in the Schedules. The deliverable will be deemed to be accepted if the deliverables reasonably meets the acceptance test criteria mutually agreed between the parties.
 
5.5. If test data is not available for any deliverable, the acceptance of such deliverable shall be based on the conformance of the specifications of the deliverable agreed to in the applicable statement of works.
 
5.6. Company should submit, in writing, a list of faults or a certificate of acceptance of the deliverable within 15 (Fifteen) days of the receipt of the deliverable. If a list of problems/faults is produced, the Consultant shall correct the faults and re-submit the deliverable for acceptance within a reasonable time period to be mutually agreed upon. Company shall cooperate with the Consultant in identifying in what respects the deliverable has failed to conform to the criteria for verification of acceptability. If the Consultant receives no such list of faults or acceptance of the deliverables within the aforesaid period of 15 days or if Company puts the deliverables to commercial use pending completion of acceptance procedure, then it shall be deemed that the deliverable suffers from no fault and is in accordance with the specifications agreed to by  Company.
 
5.7. The Consultant shall take reasonable precautions in case of all or part of the deliverable(s) supplied to it work incorrectly, such precautions shall include but not be limited to emergency procedures, data protection, regular back-up of data, virus checks, regular checks of results. .
 
5.8. The acceptance plan, acceptance schedule, acceptance criterion and other details shall be as defined in the respective Schedule and shall be subject to mutual agreement of the parties.
  1. CONFIDENTIALITY
6.1. Each party and their respective personnel may, in the course of their business relationship with the other, acquire or be exposed to Confidential Information.
 
6.2. The receiving party undertake to (i) hold all such Confidential Information in strictest confidence, (ii) not to disclose such Confidential Information either in whole or in part to any person other than those of its officers, employees and agents who need to know such Confidential Information for the purpose authorized hereunder provided that each such officer, employee or agent has agreed in writing to maintain the confidentiality of   such Confidential Information in accordance with the terms hereof, (iii) not to use such Confidential Information for any purpose whatsoever save as may be strictly necessary in connection with the Services provided under this Agreementor (iv) not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Confidential Information and which are provided to the receiving party hereunder.
 
6.3. Notwithstanding the foregoing, nothing in this clause shall prevent a receiving party from treating a Confidential Information as non-confidential, if such information is:
 
  1. in the lawful possession of, or was known to, the receiving party prior to its receipt, without an obligation to maintain its confidentiality;
  2. is or becomes generally known to the public without violation of this Agreement;
  3. is required to be disclosed by the receiving party under the compulsion of law, or by order of any court or government or regulatory body to whose supervisory authority the receiving party is subject; provided that, in any such event, the receiving party shall give the disclosing party a notice in writing as soon as practicable ( which shall be, subject to the applicable law, prior notice where possible and not later than 30 days after the disclosure)  and the receiving party shall use its best effort to obtain assurance that the disclosed information will be accorded confidential treatment to the maximum extent possible under law.
6.4. The receiving party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that receiving party takes to protect its own Confidential Information and shall ensure that its employees, directors, Consultants, advisors, who need to have access to Confidential Information sign or have signed a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The receiving party shall not make copies of Confidential Information unless the same are reasonably necessary. The receiving party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support disclosing party in taking necessary remedial action.
 
6.5. Forthwith on the expiry or earlier termination of this agreement, each party shall, return to the other party all documents and materials and Confidential Information, belonging to the other party with regard to this Agreement, or shall at the option and cost of the disclosing party destroy underwritten certification by an authorized officer of the other party all documents or materials in connection with this Agreement in a manner that the subsequent retrieval thereof is rendered impossible by any method.
 
6.6. Nothing in this clause is intended to grant any rights to either party under any intellectual property rights in the Confidential Information.
 
6.7. The obligations stated in this Clause shall survive the termination or expiration of the term of this Agreement.
 
  1. NON-SOLICITATION
7.1. During the term of this Agreement and for two (2) year thereafter, the Consultant will not directly or indirectly recruit, solicit or induce any personnel, consultant or advisor of the other party to terminate his or her relationship with such other party unless otherwise agreed to in writing by the parties.
 
7.2. The Consultant shall not directly or indirectly recruit former personnel of the other party without the prior written consent of the other party, where former personnel shall mean a person who ceases to work for the other party and a period less than one year has since elapsed.
 
7.3. If any restriction set forth in the aforesaid Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or too broad in geographic area, it shall be interpreted to extend only to the maximum period of time, range of activities or geographic area as to which it may be enforceable.
 
  1. TITLE TO DELIVERABLES
8.1. The Parties intend this to be a contract for Services and each of the Deliverables under this Agreement to be rendered by the Consultant hereunder to be a work made for hire. The Consultant acknowledges and agrees that the Deliverables under this Agreement (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of Company.
 
8.2. If for any reason the deliverables under this Agreement cannot be considered a work made for hire under applicable law, the Consultant does hereby sell, assign, and transfer to Company, its successors and permitted assigns, the entire right, title and interest in and to the copyright in the Deliverables under this Agreement and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the work throughout the world.
 
8.3. All existing and future Intellectual Property Rights in all deliverables under this Agreement, including but not limited to software, source materials and derivatives of deliverable materials software, source materials or other material created by the Consultant in performing the Services will vest in Company from the date of  full payment of due consideration as per this Agreement.
 
  1. PATENT AND COPYRIGHT INFRINGEMENT
9.1. The Consultant covenants that all Deliverables (except any third party software or Company supplied material comprised therein, for which the Consultant does not provide any warranty) provided to Company will not, at the time of their supply, infringe any existing patent, trademark or copyright registered or recognized in respect to or in connection with the intended use of the said Deliverables by Company..
 
9.2. Should third parties enter claims against Company for infringement of their alleged proprietary rights in relation to deliverables supplied by the Consultant and their contractual utilisation by Company in accordance with this Agreement and pertinent documentation, the Consultant shall indemnify Company in respect of reasonable costs and fees required for Company's defense and pay for any final judgment entered against Company with respect to any final and absolute decisions of the courts or by a judicial or extrajudicial settlement.
                       
9.3. Should a Deliverable infringe third parties’ proprietary rights according to a final decision of the courts or in the view of the Consultant, the Consultant may at its expense and sole discretion, modify or replace the Deliverable in question so that the said proprietary rights are no longer infringed, or procure for Companythe right of continued contractual utilisation. If such measures do not achieve the desired result and if the infringement of the proprietary rights is established by a final decision of the courts or a judicial or extrajudicial settlement, the Consultant shall refund to Company the fees effectively paid for that deliverable by Companysubject to straight line depreciation over a 5 (Five) year period.
 
  1. WARRANTY
10.1. The Consultant warrants that in providing services it shall proceed carefully and with reasonable skill care and diligence, in accordance with high professional standards and with due regard to the requirements of Company as agreed in the Schedule.
 
10.2. The Consultant shall monitor the progress of the project and subject to Company’s timely compliance with or performance of its obligations under this Agreement, shall undertake any reasonable effort to adhere to the schedule of dates agreed in the respective Schedule. In the event of any delay, the Consultant shall inform Company about the reasons for such delay of planned schedule and the rectifying measures adopted. In the event that additional manpower is required to recover any delay in fixed price projects, due to reasons attributable only to the Consultant, it will provide such manpower at no additional cost to Company.
 
  1. REPRESENTATIONS AND WARRANTIES
11.1. The Consultant represents and warrants ("Consultant’s Warranties") as follows:
 
11.1.1. it is duly incorporated and validly existing under the laws of this country and has the corporate power to conduct its business as being presently conducted and to enter into, and perform its obligations under this Agreement ;
 
11.1.2. the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of the Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
 
11.1.3. there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement ;
 
11.1.4. this Agreement constitutes, or when executed, will constitute, a legal, valid and binding obligation on the Consultant, enforceable against it in accordance with its terms;
 
11.1.5. it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Authority which may result in any material adverse effect on its ability to perform its obligations under this Agreement  and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement ;
 
11.1.6. it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have, or may have, a material adverse effect on its ability to perform its obligations under this Agreement ;
 
11.2. Company represents and warrants ("Company’s Warranties") as follows:
 
11.2.1. it is duly incorporated and validly existing under the laws of India and has the corporate power to conduct its business as presently conducted and to enter into, and perform its obligations under this Agreement ;
 
11.2.2. the execution, delivery and performance of this Agreement , in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any existing agreement, indenture, or other instrument to which either Party is a party or by which it may be bound or affected;
 
11.2.3. this Agreement constitutes, or when executed, will constitute, a legal, valid and binding obligation on the Parties, enforceable against it in accordance with its terms;
 
11.2.4. there is no suit, litigation, action against it which is outstanding, or, to its knowledge, threatened or anticipated seeking to delay, limit, prevent, hinder or enjoin the performance of its obligations under this Agreement ;
 
  1. TERM
12.1. This Agreement shall be valid and existing from the date of execution of this Agreement  and shall be valid till such time that the services as per Schedule A is complete (“Term”) unless otherwise terminated by either of the Parties in accordance with the terms of Clause 12.2 or Clause 12.4 or by Company under Clause 12.3.
 
12.2. The Parties may terminate this Agreement at any time, by mutual written agreement.
 
12.3. Company may terminate this Agreement at will by providing the Consultant with 45 (Forty Five) days prior written notice.
 
12.4. Either Company or the Consultant may terminate this Agreement with immediate effect (or with effect from any later date that it may nominate) by giving written notice to the other party if:
 
  1. the other party commits a breach of any material terms or conditions/obligation of this Agreement and, where that breach is capable of remedy, fails to remedy such breach or violation within 30 (Thirty) days after receipt of written notice requiring it to do so;
  2. the other party commits a breach of any of the provisions of this Agreement that is not capable of remedy;
  3. the other party becomes subject to any form of insolvency administration;
  4. the other party disposes of the whole or part of its assets, operations or business other than in the ordinary course of business;
  5. the other party ceases to carry on business;
  6. the other party ceases to be able to pay its debts as they become due;
  7. any step is taken by a mortgagee to take possession or dispose of the whole or part of the other party's assets, operations or business;
  8. any step is taken to enter into any arrangement between the other party and its creditors; or,
  9. any step is taken to appoint a receiver, a manager or a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of the other party's assets, operation or business.
​12.5. The termination of this Agreement shall:
  1. not relieve the Consultant of any obligations hereunder which expressly or by implication survive the termination of this Agreement;
  2. except as otherwise provided in any provision of this Agreement expressly limiting the liability of the Consultant, nothing in this Agreement shall relieve the Consultant of any obligations or liabilities for loss or damage to Company arising out of, or caused by, acts or omissions of the Consultant prior to the effectiveness of such termination of this Agreement, or arising out of such termination of this Agreement;
12.6. In the event of termination of this Agreement before the period of two years from the effective date, the Consultant shall ensure that it transfers in favour of Company all documents and materials and Confidential Information belonging to Company.
 
  1. MISCELLANEOUS
13.1. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, prohibited or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from one Party to another and the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced by the Parties with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
 
13.2. Amendments. This Agreement shall not be altered, modified or supplemented except with the prior written approval of the Parties.
 
13.3. Authorisation. The persons signing this Agreement on behalf of the Parties respectively represent and covenant that they have the authority to so sign and execute this document on behalf of the Parties for whom they are signing and for the purpose of giving effect to this Agreement. Each such executant is authorized by the Party he represents, to give effect to any modifications or alteration and to do all such acts, deed, matters and things whatsoever in relation to this Agreement as he may in his absolute discretion consider necessary, expedient, usual or proper.
 
13.4. Costs. Except as expressly provided in this Agreement, each Party shall bear its respective costs and expenses including legal fees in connection with the performance of this Agreement and compliance with their liabilities and obligations under or in connection with this Agreement.
 
13.5. Counterparts. This Agreement shall be executed in two or more counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.
 
13.6. Notices. Wherever in this Agreement, provision is made for the giving or issuing of a notice, consent, approval, certificate, determination or request by any person then unless otherwise specified such notice, consent, approval, certificate, determination or request shall be in writing and the words “notify”, “approve”, “certify” and “determine” shall be construed accordingly,
 
13.7. Consents. Wherever a provision of this Agreement includes the word “agree”, “agreed” or “agreement”, then unless otherwise specified such provision requires the agreement to be in writing.
 
13.8. Time is of Essence. Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence.
 
13.9. Waiver. No failure to exercise and no delay by any of the Parties in exercising any right, power or privilege under the Agreement shall operate as a waiver thereof nor shall any single or partial exercise by any of the Parties of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
 
13.10. Conflict. In the event of a conflict between this Agreement and a Schedule to this Agreement, this Agreement shall prevail
.
 
  1. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. This Agreement and all schedules hereto are governed by the laws applicable in India, without reference to the conflict of laws principles.
 
14.2. Arbitration
 
14.2.1. Any any dispute, controversy or claim arising from or related to this Agreement (each, a "Dispute") shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 and the rules made there under, as amended and in force, from time to time;
 
14.2.2. Each Party involved in the Dispute shall appoint one arbitrator within 15 (fifteen) days of the Dispute arising and the arbitrators so appointed shall appoint the presiding arbitrator, failing which the third arbitrator shall be appointed in accordance to the Arbitration and Conciliation Act, 1996;
 
14.2.3. It is expressly agreed between the Parties that:
 
  1. The venue of such arbitration shall be Pune, India;
  2. The arbitration proceedings shall be conducted in the English Language;
  3. The arbitration award shall be final and binding.

15.       NOTICES
 
15.1.    Except as may be otherwise provided herein, all notices, requests, waivers and other communications ("Notices") shall be deemed to be delivered as provided herein: (a) if delivered to the addressee ("Receiving Party") by hand: upon the Notice being acknowledged by written receipt by the Receiving Party; (b) if sent by facsimile: upon the receipt of transmission report confirming transmission; (c) if despatched by Registered prepaid postage: upon the lapse of the 5th (fifth) day of such despatch; (d) if sent via an overnight courier: upon receipt (evidenced by proof of delivery). The Notices shall be addressed to the Parties at the contact details provided below. Each Party shall promptly inform the other Parties of any change to his/its contact details.
 
To Company at:
Attention:  
Address:  
Fax Number: [•]
Tel Number:  
                    
                        To the Consultant at:   
Attention:  
Address: [•]
Fax Number: [•]
Tel Number: [•]
           
 
15.2.    All notices shall be deemed to have been validly given on (i) the Business Day immediately after the date of transmission with confirmed answer back, if transmitted by facsimile/electronic transmission, or (ii) the Business Day of receipt, if transmitted by courier.
 
15.3.    Each of the Parties may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving the other Partiy not less than 30 (thirty) days prior written notice.
 
IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first above written.
 
 
For Company
 
 
_________________
Authorised Signatory
Name: 
Designation:
In presence of:
Name: [•]
Address: [•]
 
 
 
 
For the Consultant
 
 
_________________
Authorised Signatory
Name:  [•]
Designation: [•]
In presence of:
Name: [•]
Address: [•]
 
 
 
 

Schedule A
Statement of Work

 
Statement of Work (“SOW”) between Company (“Company”) and [Name of Consultant] (“Consultant”) dated [Insert date].
 
 
1.   FIXED PRICE
 
2.   DESCRIPTION OF TASKS
 
3.   DESCRIPTION OF DELIVERABLES
 
Item No. Copies Media
     
     
     
 
4.   LOCATION OF WORK IN
 
5.   SCHEDULE OF PAYMENTS
 
Milestone Amount Estimated Date
     
     
     
 
6.   NOTICES
 
7.   DOCUMENTS


8.   PROJECT SCHEDULE (TERM)
 
9. POINT OF CONTACT FROM COMPANY
 
10. POINT OF CONTACT FROM CONSULTANT
 
 
IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first above written.
 
For Company
 
 
_________________
Authorised Signatory
Name: 
Designation:
In presence of:
Name: [•]
Address: [•]
 
 
 
For the Consultant
 
 
_________________
Authorised Signatory
Name:  [•]
Designation: [•]
In presence of:
Name: [•]
Address: [•]
 
 

The material can be accessed here.
 




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