Services Agreement - Template, Sample Form to Complete Pro · IN-law

SERVICES AGREEMENT

This Services Agreement (the "Agreement") is made at ________, on this ________ (the "Effective Date").

BY AND BETWEEN

________, son/daughter/wife of ________, aged about ________ years, holding PAN ________ and Aadhaar No. ________, resident of the following address: ________ (hereinafter referred to as the "Service Provider", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors, legal heirs, executors, administrators and permitted assigns) of the ONE PART;

AND

________, son/daughter/wife of ________, aged about ________ years, holding PAN ________ and GSTIN (if applicable) ________, resident of the following address: ________ (hereinafter referred to as the "Client", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors, legal heirs, executors, administrators and permitted assigns) of the OTHER PART.

(The Service Provider and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties".)

WHEREAS:

A. The Service Provider is engaged in the business of providing the Services (as defined hereunder) and possesses the skills, qualifications and expertise required to perform the Services.

B. The Client desires to engage the Service Provider to provide the Services, and the Service Provider has agreed to do the same.

C. The Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Service Provider shall provide the Services to the Client, in consideration of mutual covenants under Section 10 of the Indian Contract Act, 1872.

NOW THEREFORE, in consideration of the mutual covenants, promises and consideration set out herein, the Parties agree as follows:

§ 1. DEFINITIONS AND INTERPRETATION

(a) "Applicable Law" means all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines or policies of any jurisdiction in India; and (ii) judicial, quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any Government Body;

(b) "Approvals" means sanctions, permissions, consents, validations, confirmations, licenses and other authorizations obtained and/or required to be obtained from any Government Body;

(c) "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other entity having jurisdiction on behalf of the Republic of India or any State or subdivision thereof, or any municipality, district or other subdivision thereof;

(d) "GST" means the goods and services tax leviable under the Central Goods and Services Tax Act, 2017, the respective State Goods and Services Tax Acts, the Integrated Goods and Services Tax Act, 2017 and the rules made thereunder;

(e) "Services" means the services described as follows:

________

together with all services incidental or ancillary thereto;

(f) "Term" means the period during which the Service Provider shall provide the Services under this Agreement, as specified in § 7 (Term and Termination);

(g) Interpretation.

(I) The headings are inserted for convenience only and shall be ignored in construing this Agreement;

(II) words in the singular include the plural and vice versa;

(III) words denoting any gender include all genders;

(IV) the words "written" and "in writing" include any means of visible reproduction;

(V) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not to any particular Clause;

(VI) the words "include" or "including" shall be deemed to be followed by "without limitation";

(VII) references to any "person" include any natural person, company, body corporate, association, statutory body, partnership, limited liability partnership, joint venture, trust, estate, unincorporated organisation or Government Body; and

(VIII) references to a "Clause" or "§" are to clauses of this Agreement as may be amended, modified or supplemented from time to time.

§ 2. SERVICES

(a) The Client agrees to avail the Services from the Service Provider, and the Service Provider agrees to provide the Services to the Client, on the terms and conditions specified in this Agreement.

(b) The Service Provider shall:

(I) provide the Services in compliance with this Agreement and Applicable Law; where any Approvals are required for the provision of the Services, the same shall be obtained by the Client;

(II) perform the Services (i) in a professional, diligent and timely manner; (ii) in accordance with good commercial practices; and (iii) within the budget specified by the Client;

(III) retain and deploy a sufficient number of qualified personnel to perform the Services;

(IV) ensure that all personnel deputed are appropriately trained and qualified; and

(V) devote the time and attention necessary to provide the Services in accordance with prevailing industry standards and any quality standards specified by the Client.

(c) Unless authorised in writing, the Service Provider shall not have any authority to commit the Client to any obligation towards third parties or to enter into any contracts on behalf of the Client, nor represent itself as having such authority.

(d) The Service Provider shall keep the Client promptly informed of all material matters coming to its attention relating to or affecting the business of the Client or the provision of the Services.

(e) The Service Provider agrees and acknowledges that:

________

(f) The Services shall be provided at: ________. The Parties agree that the cost of travel and accommodation, where required, shall be borne by the Client.

(g) The total budget shall be specified by the Client in Schedule B. The Service Provider shall manage the budget responsibly, confer with the Client prior to any possible overrun, provide all purchase/rental receipts and an itemised, annotated accounting of all expenditure, and acknowledges that all items purchased with the Client's funds shall be the property of the Client.

(h) The Service Provider shall devote a minimum of ________ towards the provision of the Services during the Term.

(i) The Service Provider shall keep the Client informed of the time spent, and where time spent exceeds ________, the fee shall be increased only with prior written approval of the Client.

(j) Where the Service Provider does not spend at least ________, the fee shall be reduced proportionately based on actual time spent or as otherwise mutually agreed.

(k) The Service Provider shall complete the Services on or before ________. In the event of delay, the Service Provider shall pay liquidated damages of Rs. ________ (________) per day of delay, being a genuine pre-estimate of loss in accordance with Section 74 of the Indian Contract Act, 1872.

(l) The Service Provider shall complete the Services in accordance with the following milestones:

________

§ 3. RECORDS

The Service Provider shall maintain accurate records relating to the Services throughout the Term, and shall preserve such records for a period of not less than ________ or such longer period as may be required under Applicable Law. Upon request, the Service Provider shall furnish the Client with copies of such records.

§ 4. CONSIDERATION

(a) In consideration of the Services, the Client shall pay the Service Provider fixed fees of Rs. ________ (________) (the "Fee").

(b) The Fee shall be inclusive of applicable GST, unless otherwise stated in the invoice in accordance with the GST law.

(c) The Fee shall be inclusive of all expenses incurred by the Service Provider in providing the Services, save as expressly agreed otherwise.

(d) The Client shall pay the Fee within 7 (seven) business days from receipt of a valid GST-compliant invoice from the Service Provider.

(e) In the event of delay in payment, the Client shall pay interest at the rate of ________% per annum on the unpaid amount from the due date until actual payment.

(f) In the event of continued delay in payment, the Service Provider shall be entitled to suspend further provision of the Services until the outstanding dues are paid.

(g) In respect of any service not included in the Services, the Parties shall mutually agree upon such service, fees and expenses in writing.

(h) All payments shall be subject to deduction of tax at source under the Income-tax Act, 1961, where applicable. The Client shall issue the requisite TDS certificate in accordance with Applicable Law.

§ 5. REPRESENTATIONS AND WARRANTIES

(a) Each Party represents and warrants that:

(I) it has full power and authority to enter into and perform this Agreement;

(II) this Agreement has been duly executed and constitutes its legal, valid and binding obligation enforceable in accordance with its terms;

(III) the execution and performance of this Agreement does not breach its constitutive documents or any agreement by which it is bound.

(b) The Service Provider further represents and warrants that:

(I) it will provide the Services in compliance with this Agreement;

(II) it will act in good faith and use reasonable skill and care;

(III) it will comply with all Applicable Law in providing the Services;

(IV) it holds all requisite approvals, licenses and permits required to provide the Services.

EXCEPT AS SPECIFIED ABOVE, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

§ 6. CONFIDENTIALITY AND DATA PROTECTION

(a) Each Party (the "Receiving Party") acknowledges that it may receive or access confidential and proprietary information of the other Party (the "Disclosing Party"), including trade secrets, business plans, financial information, customer data, technical information, designs, processes, know-how and any other information marked as confidential or which ought reasonably to be considered confidential (the "Confidential Information").

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(c) To the extent any personal data is processed under this Agreement, each Party shall comply with the Digital Personal Data Protection Act, 2023 and the rules made thereunder. The Receiving Party shall process personal data only for the purposes of this Agreement, implement reasonable security safeguards, and promptly notify the other Party of any personal data breach.

(d) The obligations under this § 6 shall survive the expiration or termination of this Agreement.

§ 7. TERM AND TERMINATION

(a) This Agreement shall commence on ________ (the "Commencement Date") and continue in full force until ________ (the "Term"), unless terminated earlier as provided below. It may be renewed by mutual written consent.

(b) This Agreement may be terminated:

(I) by either Party on 30 (thirty) business days' prior written notice; or

(II) by the Client, on 15 (fifteen) days' written notice stating reasons, in the event of a material breach by the Service Provider that remains uncured within such notice period; or

(III) by the Service Provider, on 15 (fifteen) days' written notice stating reasons, in the event of a material breach by the Client that remains uncured within such notice period; or

(IV) by either Party with immediate effect upon the other Party's insolvency, bankruptcy or the commencement of any proceedings under the Insolvency and Bankruptcy Code, 2016.

(c) Notwithstanding anything to the contrary, the provisions relating to Dispute Resolution, Indemnity, Limitation of Liability, Confidentiality and any other provisions which are expressly or impliedly intended to survive shall survive the expiration or termination of this Agreement.

§ 8. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) The Client shall retain all right, title and interest in and to the Client's intellectual property, and no right therein is transferred to the Service Provider except for use in performing the Services. The Service Provider shall retain all right, title and interest in and to its own pre-existing technology and information.

(b) In connection with the Services, the Service Provider may create literary works or other works of authorship including manuals, training materials, reports, methodologies, code, test data, analyses, studies, research and documentation (the "Work Product").

(c) All Work Product, together with all copyright and other intellectual property rights therein created and delivered to the Client under this Agreement, shall vest exclusively in the Client, and the Service Provider hereby assigns the same to the Client to the extent permitted under the Copyright Act, 1957 and the Patents Act, 1970.

§ 9. FORCE MAJEURE

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If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the Parties shall mutually agree on the future course of action. If it continues for 90 (ninety) days, either Party may terminate this Agreement by written notice.

§ 10. INDEMNITY

Each Party (the "Indemnifying Party") shall indemnify and hold the other Party harmless from all damages, costs, reasonable legal fees and other direct losses arising out of or relating to:

(a) breach of this Agreement by the Indemnifying Party;

(b) breach of any representation or warranty by the Indemnifying Party; and

(c) any negligence, wilful misconduct or violation of Applicable Law by the Indemnifying Party.

§ 11. LIMITATION OF LIABILITY

Neither Party shall be liable for any punitive, consequential or indirect losses or damages, including loss of profits or third-party claims, arising out of or relating to this Agreement. Notwithstanding anything to the contrary, a Party's aggregate liability under or in connection with this Agreement shall not exceed the total Fee payable under this Agreement. Nothing in this Clause shall limit liability for fraud, wilful misconduct, gross negligence, or breach of confidentiality obligations.

§ 12. TAXES

The Service Provider shall be responsible for all taxes payable by it in respect of this Agreement, including GST (where applicable) on the Services provided hereunder, and shall raise GST-compliant invoices in accordance with the GST law.

§ 13. NON-COMPETE

Neither Party shall use any Confidential Information, directly or indirectly, to procure a commercial advantage over the other Party, or use any designs, ideas or concepts created by or belonging to the other Party, without the express written consent of the other Party. The Parties acknowledge that this restriction is limited to the protection of Confidential Information and shall be construed consistently with Section 27 of the Indian Contract Act, 1872.

§ 14. WAIVER

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, shall be deemed a continuing waiver of such or any other term. The failure of either Party to enforce any provision at any time shall not be construed as a waiver. Any waiver shall be effective only if made in writing and signed by the Party against whom it is sought to be enforced.

§ 15. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable, such provision shall not affect the remainder, and this Agreement shall be construed as if such provision had never been contained herein. Any invalid provision shall be replaced with a valid and enforceable provision that most nearly gives effect to the original intent.

§ 16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior negotiations, correspondence, agreements and understandings between the Parties.

§ 17. NO OTHER RIGHTS GRANTED

Nothing in this Agreement grants any rights under any patent, copyright or other intellectual property right of any Party in favour of the other, save the limited right to use Confidential Information in connection with the Services. All intellectual property rights shall continue to vest with the disclosing Party.

§ 18. AMENDMENTS

Any change, alteration, amendment or modification to this Agreement must be in writing and signed by the authorised representatives of both Parties.

§ 19. DISPUTE RESOLUTION

(a) Any dispute arising out of or in connection with this Agreement shall, as far as possible, be settled amicably between the Parties, failing which the following shall apply:

(I) the dispute shall be referred to arbitration by a sole arbitrator appointed jointly by the Parties;

(II) the arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended, and the seat and venue of arbitration shall be at ________;

(III) the language of arbitration shall be English and the arbitral award shall be final, binding and enforceable as a decree of court;

(IV) subject to the above, the courts at ________ shall have exclusive jurisdiction over all matters arising hereunder;

(V) the Parties shall keep the arbitration proceedings and the award confidential.

(b) If either Party engages legal counsel to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover reasonable costs and legal fees.

§ 20. INDEPENDENT PARTIES

Nothing in this Agreement creates a joint venture, partnership or employment relationship between the Parties, or makes one Party the agent or legal representative of the other for any purpose. The Service Provider is engaged as an independent contractor.

§ 21. EXCLUSIVITY

Nothing in this Agreement restricts a Party or its group companies from discussing similar arrangements or any related transaction with any other party, save to the extent it conflicts with the confidentiality obligations under § 6.

§ 22. ASSIGNMENT

This Agreement shall not be assignable by either Party without the prior written consent of the other Party.

§ 23. ANNOUNCEMENTS

Neither Party shall make any news release, public announcement, give any interview, or issue or publish any advertisement in connection with this Agreement or the Confidential Information without the prior written approval of the other Party.

§ 24. NOTICES

All notices, requests, consents, approvals and other communications under this Agreement shall be in writing and deemed given when delivered by hand, registered post with acknowledgement due, courier, or email to the addresses set out below.

In the case of the Client:

Address: ________

Email: ________

In the case of the Service Provider:

Address: ________

Email: ________

Either Party may change its address for notices by giving the other Party 10 (ten) days' notice of the new address and the effective date.

§ 25. STAMP DUTY

This Agreement shall be stamped in accordance with the applicable Stamp Act of the State of ________. The stamp duty and incidental charges shall be borne by ________.

§ 26. GOVERNING LAW

This Agreement and all matters arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DATE FIRST ABOVE WRITTEN:

SERVICE PROVIDER:


________________________________________

Dated: ________

Name: ________

CLIENT:


________________________________________

Dated: ________

Name: ________

Witness-1

________________________________________

Dated: ________

Name: ________

Address: ________

Witness-2

________________________________________

Dated: ________

Name: ________

Address: ________