Vendor / Service Agreement

SERVICE AGREEMENT This SERVICE AGREEMENT is made on [effective_date] BETWEEN [client_name], having its place of business at [client_address] (the "Client"); AND [vendor_name], having its place of business at [vendor_address], GSTIN [vendor_gstin] (the "Service Provider"). 1. SCOPE OF SERVICES 1.1 The Service Provider shall render the following services to the Client (the "Services"): [scope_of_services] 1.2 Any work outside the above scope shall be treated as a change request, and shall be performed only on written agreement of scope, timelines and additional fees. 2. TERM 2.1 This Agreement commences on [start_date] and continues for [term_months] months, unless renewed by written agreement or terminated earlier under Clause 9. 3. FEES, TAXES AND PAYMENT 3.1 The Client shall pay the Service Provider fees of Rs. [contract_value] for the Services. 3.2 Payment terms: [payment_terms]. 3.3 All fees are exclusive of Goods and Services Tax, which shall be charged additionally at the applicable rate. The Service Provider shall raise a tax invoice compliant with the Central Goods and Services Tax Act, 2017 and the rules made thereunder. 3.4 The Client shall be entitled to deduct tax at source at the applicable rate under the Income-tax Act, 1961, and shall furnish the Service Provider with a certificate of such deduction. 3.5 Undisputed invoices not paid by the due date shall carry interest at the rate agreed between the parties, without prejudice to the Service Provider's other remedies. 4. OBLIGATIONS OF THE SERVICE PROVIDER 4.1 To perform the Services with reasonable skill, care and diligence, and in accordance with good industry practice; 4.2 To comply with all applicable laws, and to hold and maintain all licences, registrations and permissions necessary to render the Services; 4.3 To provide personnel with appropriate skill and experience, and to replace any personnel the Client reasonably objects to; 4.4 To keep the Client reasonably informed of progress and of any circumstance likely to affect delivery. 5. OBLIGATIONS OF THE CLIENT 5.1 To provide, in a timely manner, such information, access, materials and approvals as the Service Provider reasonably requires; 5.2 To pay the fees when due; 5.3 To designate a representative authorised to give instructions and approvals. 6. INTELLECTUAL PROPERTY 6.1 Ownership of the deliverables shall be as follows: [ip_ownership]. 6.2 Where the Client owns the deliverables, the Service Provider assigns to the Client, on receipt of full payment, all right, title and interest in the deliverables created specifically for the Client under this Agreement, and shall execute such documents as may be required to give effect to that assignment. 6.3 Each party retains ownership of its pre-existing intellectual property. Where the Service Provider incorporates its pre-existing material into a deliverable, it grants the Client a perpetual, non-exclusive, royalty-free licence to use that material as part of the deliverable. 7. CONFIDENTIALITY Each party shall keep confidential all non-public information of the other received in connection with this Agreement, use it only for the purposes of this Agreement, and not disclose it to third parties save to those who need it and are bound by equivalent obligations. This clause survives termination for three years. 8. INDEPENDENT CONTRACTOR The Service Provider is an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, partnership, joint venture or agency. The Service Provider is solely responsible for the statutory dues, taxes and benefits of its own personnel. 9. TERMINATION 9.1 Either party may terminate this Agreement for convenience by giving [notice_days] days' written notice. 9.2 Either party may terminate immediately by written notice if the other: (a) commits a material breach which is not remedied within thirty days of written notice requiring remedy; (b) becomes insolvent, or has an insolvency or winding-up proceeding commenced against it; or (c) is prevented by force majeure from performing for more than sixty consecutive days. 9.3 On termination, the Client shall pay for all Services properly rendered up to the date of termination, and each party shall return or destroy the other's confidential information. 10. LIMITATION OF LIABILITY 10.1 Neither party shall be liable to the other for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, however arising. 10.2 The aggregate liability of either party under this Agreement shall not exceed [liability_cap_multiple] times the total fees paid or payable under this Agreement in the twelve months preceding the event giving rise to the claim. 10.3 Nothing in this clause limits liability for fraud, wilful misconduct, breach of confidentiality, or any liability which cannot lawfully be limited. 11. INDEMNITY The Service Provider shall indemnify the Client against claims arising from the Service Provider's breach of this Agreement, its negligence, or any allegation that the deliverables infringe a third party's intellectual property rights, save to the extent arising from materials supplied by the Client. 12. FORCE MAJEURE Neither party shall be liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, civil unrest, strike, or governmental restriction. The affected party shall notify the other promptly and use reasonable efforts to mitigate. 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This Agreement is governed by the laws of India. 13.2 Any dispute shall be referred to arbitration by a sole arbitrator appointed by mutual consent, in accordance with the Arbitration and Conciliation Act, 1996, seated at [jurisdiction_city], proceedings in English. 13.3 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. 14. GENERAL 14.1 This Agreement is the entire agreement between the parties on its subject matter. 14.2 No variation is effective unless in writing and signed by both parties. 14.3 Neither party may assign this Agreement without the other's prior written consent, such consent not to be unreasonably withheld. 14.4 If any provision is held invalid, the remainder continues in force. 14.5 Notices shall be in writing and sent to the addresses stated above. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. FOR THE CLIENT FOR THE SERVICE PROVIDER [client_name] [vendor_name] Name: Name: Designation: Designation: