Master Services Agreement format

MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into on [EFFECTIVE DATE] between [CUSTOMER NAME], having its registered office at [CUSTOMER ADDRESS] (the "Customer"), and [PROVIDER NAME], having its registered office at [PROVIDER ADDRESS] (the "Service Provider").

1. Services

1. The Service Provider shall provide the services described in one or more statements of work (each an "SOW") executed by the Parties and incorporated into this Agreement. In case of conflict, the SOW governs for the services it describes.

2. The Service Provider shall perform the services in a professional and workmanlike manner consistent with applicable industry standards and the timelines set out in the relevant SOW.

2. Fees and Payment

3. The Customer shall pay the fees set out in the applicable SOW. Unless otherwise stated, invoices are payable within [PAYMENT DAYS] days of receipt.

4. All fees are exclusive of applicable taxes, including GST, which shall be borne by the Customer. Late payments carry interest at [LATE INTEREST]% per month or the maximum permitted by law, whichever is lower.

3. Intellectual Property

5. Each Party retains ownership of its pre-existing intellectual property. Subject to full payment, the Service Provider assigns to the Customer all right, title and interest in the deliverables created specifically for the Customer under an SOW.

6. The Service Provider retains ownership of its tools, methodologies and know-how, and grants the Customer a non-exclusive licence to use the same to the extent embedded in the deliverables.

4. Confidentiality and Data Protection

7. Each Party shall keep the other’s confidential information secret and use it only to perform this Agreement. This obligation survives termination for [CONFID SURVIVAL] years.

8. The Service Provider shall process personal data only on the Customer’s documented instructions and shall implement reasonable security safeguards consistent with the Digital Personal Data Protection Act, 2023.

5. Warranties and Liability

9. Each Party warrants that it has the authority to enter into this Agreement and that performance will not breach any other obligation.

10. Except for breaches of confidentiality, IP infringement, or wilful misconduct, neither Party’s aggregate liability shall exceed the fees paid under the relevant SOW in the [LIABILITY MONTHS] months preceding the claim. Neither Party is liable for indirect or consequential loss.

6. Term and Termination

11. This Agreement commences on the Effective Date and continues until terminated. Either Party may terminate for convenience on [NOTICE DAYS] days’ written notice, or immediately for material breach not cured within 30 days of notice.

12. Termination does not affect any SOW then in progress unless expressly terminated, nor any accrued rights or payment obligations.

7. General

13. This Agreement is governed by the laws of India. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator seated at [ARBITRATION SEAT]; the courts at the seat ([ARBITRATION SEAT]) have exclusive supervisory jurisdiction. This Agreement shall be stamped under the stamp law of the State in which it is executed.

14. This Agreement, together with its SOWs, is the entire agreement between the Parties and supersedes all prior arrangements. Amendments must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For and on behalf of the Customer:

_______________________________

Name: [PARTY A SIGNATORY]

Designation: [PARTY A DESIGNATION]

For and on behalf of the Service Provider:

_______________________________

Name: [PARTY B SIGNATORY]

Designation: [PARTY B DESIGNATION]