IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be

customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

MASTER SERVICE AGREEMENT

This MASTER SERVICE AGREEMENT shall be effective as of [__] (the “Effective Date”).

BY AND BETWEEN

1. [Name of the Company] (EIN: [__]), a company formed under the laws of [__], United States of
America, with its registered address at [__] (hereinafter referred to as “Company” expression shall,
unless the context otherwise requires, include its permitted successors and assigns) of the First
Part;

AND

2. [Name of the Company] (CIN: [__]), a private company incorporated under the laws of India, with
its registered address at [__] (hereinafter referred to as “Service Provider” which expression shall,
unless the context otherwise requires, include its permitted successors and assigns) of the Second
Part.

The Company and Service Provider shall individually be referred to as a “Party” and collectively as
“Parties”.

WHEREAS:

1. The Company is engaged in the business of [__].

2. The Service Provider is engaged in the business of [__].

3. The Company is desirous of procuring contract [__] services from a suitable service provider
having adequate experience for the provision thereof.

4. The Service Provider has represented that it has sufficient infrastructure and technological
capability and adequate professionals to perform the Services (as defined below) on a timely
basis and in a professional manner.

5. Pursuant to discussions between the parties in this regard, the Company has decided to appoint
Service Provider to provide the Services (as defined below) and Service Provider has agreed to
provide such Services to the Company on certain terms and conditions, which the parties now
wish to reduce into writing by executing this Agreement.

1
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference,
the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement (including the recitals above and the SOWs hereto), except where the context
otherwise requires, the following capitalized words and expressions shall have the following
meanings:

1.1.1. “Agreement” shall mean this master service agreement and any mutually agreed
modifications thereto including all Annexures and SOWs hereto, as may be modified
subsequently;

1.1.2. “Annexure (s)” shall mean the Annexure(s) to this Agreement, and which forms an
integral part of this Agreement;

1.1.3. “Applicable Law(s)” shall include all statutes, enactments, acts of legislature or
parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies,
directions, directives and orders, requirements, or other governmental restrictions or
any similar form of a decision of, or determination by, or any interpretation, policy or
administration, having the force of law of any of the foregoing, of any government,
statutory authority, tribunal, board, courts having jurisdiction over the matter in
question, whether in effect as of the Effective Date or thereafter;

1.1.4. “Arm’s Length Price” shall mean the consideration which is applied or proposed to be
applied in remunerating for the same or similar services as contemplated in this
Agreement under conditions that are made or imposed between the Parties in their
commercial or financial relations, which do not differ from those that would be made
between unaffiliated entities;

1.1.5. “Business Day” shall mean any day other than Saturday, Sunday, and any day which is a
legal holiday in the [__];

1.1.6. “Clients” shall mean the persons and/or entities using the services provided by the
Company.

2
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

1.1.7. Confidential Information” shall mean any and all data or information of a Party (the
“Disclosing Party”), and includes, but is not limited to, business information,
specifications, research, software, trade secrets, discoveries, ideas, know-how, designs,
drawings, flow charts, data, computer programs, marketing plans, customer names,
budget figures, and other technical, financial and business information concerning the
Disclosing Party, or any such information of clients, customers, parents, affiliates,
subsidiaries or agents of the Disclosing Party, which is disclosed by the Disclosing Party,
whether directly in oral or material form to the other Party (the “Receiving Party”), or
indirectly, by permitting the Receiving Party to observe the conduct of the Disclosing
Party’s various operations or processes, but shall not include non-proprietary
information;

1.1.8. “Intellectual Property Rights” shall mean all patents, trademarks, business processes,
domain names, works of authorship, designs, utility models, and copyrights whether
registered or unregistered, including, but not limited to moral rights and any similar
rights in any country, whether negotiable or not and also includes any applications for
any of the foregoing and the right to apply for them in any part of the world; and all
ideas, concepts, processes, inventions, creations, discoveries, programs, codes, software,
algorithms, databases, trade secrets, know-how, improvements upon, additions or any
research efforts relating to any of the above, whether registrable or not and any
correspondence or documents relating to any of the above;

1.1.9. "Liquidity Event" shall mean the closing of an extraordinary transaction such as a sale of
all or substantially all of the Company's assets, a merger of the Company with another
company, the acquisition of the Company by another company, the sale of a controlling
interest in the voting stock of the Company, or the entry of the Company into a similar
business combination or extraordinary transaction with another entity or person;

1.1.10. “Services” shall mean the specific services detailed within each applicable SOWs and
other support functions as provided in Section 3;

1.1.11. “Service Provider Cost” shall mean the Service Provider’s total operating costs which
were required in order to implement the Company’s relevant SOWs, stated in accordance
with corporate and tax laws of India and United States. Operating costs shall include all
direct costs, plus reasonably allocated indirect costs, including depreciation or
amortization costs for capital expenses related to the SOWs. Service Provider shall use
Company’s standard internal accounting standards (if permissible) or standards as close
as permissible under the corporate and tax laws of India and United States, as the case
may be;

3
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

1.1.12. “Service Provider Profit Percentage” shall mean a percentage amount over Service
Provider Costs, determined on a yearly basis by the mutual agreement of the Parties, on
an Arm’s Length Price basis in accordance with applicable laws and the provisions of the
applicable SOW, which shall be established so as to provide the Service Provider with a
return adequate to compensate for the functions performed, assets employed, and risks
assumed by the Service Provider.

1.1.13. “Service Provider Cost Plus” shall mean Service Provider Cost, plus the Service Provider
Profit Percentage;

1.1.14. “Third Party” shall mean any person who is not a party to this Agreement and shall
include the Clients and prospective Clients of Company;

1.1.15. “Works for Hire” shall have the same meaning as defined in the United States Copyright
Act (17 U. S.C. Section 101); and

1.1.16. “Work Product” shall mean any product that is created or developed by the Service
Provider in the course of providing Services to the Company.

1.2. Interpretation

1.2.1 In this Agreement, the headings are used for convenience and ease of reference and are
not to be construed in the construction or interpretation of any provision of this
Agreement.
1.2.2 In this Agreement, unless the context specifies otherwise, a reference to the singular
includes a reference to the plural and vice versa, and a reference to any gender includes
a reference to all other gender.
1.2.3 In this Agreement, unless the context specifies otherwise, references to the Recitals,
Section and Annexures shall be deemed to be a reference to the recitals, Sections and
schedules of this Agreement.
1.2.4 References to any enactment are to be construed as referring also to any amendment or
re-enactment (whether before or after this Agreement becomes effective), any previous
enactment, which such enactment has replaced (with or without amendment), and to
any regulation or order made under it.
1.2.5 Reference in this Agreement to any statute or regulation made using a commonly used
abbreviation, shall be construed as a reference to the short title of the statute or full title
of the regulation.

2. AGREEMENT AND SOW

4
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

2.1. Agreement

This Agreement contains the general contractual terms and conditions applicable to the Services
to be provided by the Service Provider to the Company.

2.2. Statement of Work

The Parties shall reduce to writing specific details of a Service in a statement of work ( “SOW(s)”),
substantially in the format annexed hereto as Annexure A, duly executed by each Party from
time to time during the term of this Agreement. An SOW for a Service shall include details
pertaining to a Service to the extent necessary for the Service Provider to provide, and the
Company to receive, the Service, and for the Parties to comply with this Agreement, and may
include, as applicable, (a) pricing and fees for the Service (which shall be priced in accordance
with Section 4), (b) schedules of performance and milestones, (c) deliverables to be provided and
mechanisms for delivery thereof, (d) testing and acceptance criteria for deliverables, (e) specific
personnel to perform the Service and any qualifications thereof, (f) supervising procedure, (g)
mechanisms for reporting and resolution of Service errors, and/or (h) service level standards for
the Service and remedies for failure to meet such standards. Any and all SOWs shall be attached
to this Agreement and deemed incorporated into and subject to all of the terms and conditions
set forth in this Agreement.

3. SERVICES

3.1. Subject to the provisions of this Agreement, the Service Provider shall provide in a timely and
professional manner, the Services set out in each applicable SOW.

3.2. The Service Provider undertakes to provide the Services according to internationally accepted
standards as required by the Company from time to time, in accordance with the terms and
conditions contained herein and as per the requirements of each applicable SOW.

3.3. If any Services or a portion of the Services are not performed in accordance with the agreed-upon
specifications in all material respects, the Company shall give notice thereof to the Service
Provider, which notice shall clearly indicate or describe the discrepancies and the rectifications
required. The Service Provider shall rectify the discrepancies within 30 (Thirty) calendar days from
the date of such notice at no extra cost to the Company. Any dispute regarding a notice from the
Customer shall be resolved by discussions between the Parties, or if they cannot agree after a
reasonable time, may be referred to arbitration under Section 21. The Parties shall convene in

5
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

person or by teleconference as appropriate, at reasonable intervals, to review the performance of

the Services and make adjustments to the description of the Services as mutually agreed.

3.4. In the event that the Service Provider has knowledge or reasonable belief that anything prevents
or is likely to prevent or threatens to prevent the timely performance of the Services or other
obligations of the Service Provider under the Agreement, it shall promptly notify the Company of
such an event or probable event. The Company shall in its sole discretion grant the Service
Provider a reasonable extension of time if so requested by the Service Provider to complete
additional or changed work in the event that Company’s requirements materially change.

3.5. The Service Provider shall provide the Services from the locations specified in each applicable
SOW. If no location is specified in the SOW, the Services would be provided from either the
Company’s offices or the offices of the Service Provider, as mutually agreed by both Parties.

3.6. Subject to conditions that may be specified in this Agreement, the Service Provider is hereby
authorized to perform all acts it deems necessary to perform the Services under this Agreement
without the prior approval of the Company unless and until such approval is expressly required
under this Agreement.

4. COMPENSATION

4.1. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to
the Company, the Company shall pay the Service Provider the fees set out in each applicable
SOW for the performance of the Services pursuant to the terms of this Agreement and applicable
SOW (“Compensation”).

4.2. Invoices shall be raised on the completion of a milestone, or based on a specific schedule or
frequency, as specified in the applicable SOW.

4.3. Each invoice raised, as per the payment terms of the applicable SOW will be paid by the Company
within 30(Thirty) Business Days from receipt of the invoice. The invoices shall be prepared based
on estimated Service Provider Cost Plus. Service Provider shall inform Company as soon as
possible, if there is any change in the estimated Service Provider Cost Plus, for the work
pertaining to such Services.

4.4. If the Company is delinquent in the payment of any undisputed portion of a valid invoice and fails
to remedy the delinquency within 30 (Thirty) Business Days after receipt of written notice from
the Service Provider that the Company has failed to make such payment, Service Provider may

6
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

suspend the Services for which Company is delinquent in payment until such delinquency is
remedied. In addition, if the Company is delinquent in paying any undisputed invoice amount for
more than 30 (Thirty) Business Days after the due date, in addition to all other remedies
available under this Agreement or at law (which the Service Provider does not waive by the
exercise of any right under this Section 4), all such payments shall bear interest calculated on a
daily basis at a rate that is the lesser of (i) the then-applicable Secured Overnight Financing Rate
(“SOFR”) rate and (ii) the highest rate permissible under applicable law, starting on the date such
payment is due until but excluding the date the overdue amount (plus the applicable interest
amount) is paid.

4.5. If the Company in good faith disputes any portion of any invoice, the Company shall submit to
the Service Provider following receipt of invoice, written documentation identifying and
substantiating the disputed amount.

4.6. The Company shall be entitled to withhold taxes on the payments made to the Service Provider,
as per Applicable Laws, by providing the Service Provider with documentation evidencing such
withholding and payment of tax, in such form as and within such period of time as required by
applicable law.

4.7. Performance Incentives

4.7.1. The Company retains the discretionary authority to institute a stock incentive scheme
(“Scheme”) for selected employees of the Service Provider under this Agreement. The
purpose of this Scheme is to reward the selected employees for their performance by
granting them a performance incentive that is linked to the value of stocks of the
Company.

4.7.2. Under the Scheme, the selected employees of the Service Provider receive the right to
receive cash compensation against the value of stock of the Company through a put and
call arrangement in the occurrence of a Liquidation Event.

4.7.3. The Scheme shall outline the terms and conditions for the exercise of the options,
including the exercise price, exercise period, and any other relevant provisions.

4.7.4. The Scheme and the put and call option agreement shall be subject to the applicable
laws, rules, and regulations governing employee stock options and securities issuance.
The Company shall take all necessary steps to ensure compliance with these legal
requirements.

7
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

4.7.5. The Company reserves the right to modify or terminate the Scheme at its discretion. The
Service Provider shall be responsible for intimating any modification or termination of the
scheme to the selected employees in writing.

4.7.6. The Scheme or grant of put call options shall not give the employees any additional rights
in the Company with respect to their employment. The eligibility to the Scheme is
dependent on their employment with the Service Provider at any time.

4.7.7. The employees onboarded to the Scheme shall not have any of the rights and privileges
of a shareholder of the Company. The eligibility to the Scheme is non transferable.

4.7.8. The Company may cancel, suspend, withhold or limit rights of an employee to any of the
payments under this Scheme based on the recommendation received from the Service
Provider.

4.7.9. This clause shall survive the termination or expiration of this Agreement.
5. RECORDS

5.1. Generally. The Service Provider shall maintain separate and adequate records of all Services
provided pursuant to this Agreement, including the calculation of invoices with respect thereto.
The Company shall have access to and the right to copy all such records related to its business
upon request. Such records shall be deemed to be the joint property of the Company and the
Service Provider, and the Service Provider shall retain such records until no longer required by
the Company, or for as long as required by Applicable Law after termination of this Agreement.

5.2. Delivery upon Termination. Upon termination of this Agreement, the records described in
Section 5.1 shall be delivered to or at the direction of the Company upon its request; provided,
however, that such records shall continue to be the joint property of the Service Provider and the
Company, and such records shall be available for inspection and copying by the Service Provider
upon the reasonable request of the Service Provider.

6. AUTHORITY OF THE PARTIES

8
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

6.1. The Company and the Service Provider shall at all times exercise ultimate control over their
respective assets and operations, and shall retain the ultimate authority and responsibility
regarding their respective operations, powers, duties and responsibilities. It is the intent of the
Parties that this Agreement and the services and support provided hereunder shall at no time
serve to interfere with the ability of the Company and the Service Provider and the officers of
each Party to carry out their duties and responsibilities.

6.2. Each Party shall retain ultimate control of, and responsibility for all day-to-day aspects of its
business and operations. To this end, each Party shall:

6.2.1. own, have custody of, and keep its general corporate accounts, books, and records;

6.2.2. own all of the records of its business;

6.2.3. be responsible for day-to-day management of its employees, such as performance

analyses and scheduling;

6.2.4. retain control of, and responsibility for, all of such Party’s investments; and

6.2.5. retain an ultimate veto on the appointment of agents acting on such Party’s behalf and
the ultimate power to cancel any such agency’s authority.

7. SERVICE PROVIDERS OBLIGATION

7.1. The Service Provider shall allocate sufficient personnel for each applicable SOW so as to conclude
the same in a timely and professional manner.

7.2. The Services shall be performed in accordance with the performance requirements and service
levels set out in each applicable SOW.

7.3. During the term of this Agreement, the Service Provider will not accept work or enter into a
contract, or accept an obligation which requires or facilitates the unauthorized disclosure or use
of the Company’s Confidential Information.

7.4. In performing Services hereunder, Service Provider will not use any confidential or proprietary
information of another party or infringe the Intellectual Property Rights (including, without
limitation, patent, copyright, trademark or trade secret rights or rights of publicity or privacy) of
another party, nor will the Service Provider disclose to the Company, or bring onto the
Company’s premises, or induce the Company to use, any Confidential Information that belongs to

9
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

anyone other than the Company or the Service Provider;

7.5. The Service Provider will be responsible to ensure that all of its Service Providers who work on
any applicable SOW of the Company are adequately trained for the required tasks and meet the
requirements of the Company. At the request of the Company, the Service Provider shall
forthwith remove any personnel assigned by the Service Provider on an applicable SOW who is
found unsuitable in the Company’s absolute discretion. The Service Provider shall immediately
provide a replacement of such removed personnel with an appropriately trained person.

7.6. The Service Provider shall provide all necessary assistance including all required documentation
to the Company, in defending any action or claim, which may arise against the Company, from
and out of the provisions of this Agreement.

7.7. The Service Provider shall make best endeavors to further establish, expand, and maintain the
success of the Company's products and services. In particular, the Service Provider shall do any
other act as is necessary or directed by the Company from time to time including market, service,
promotion, or any manner of assistance for marketing its products or services in India.

7.8. The Services will be performed in accordance with industry standards and in compliance with
Applicable Laws, rules, and regulations.

8. COMPANY’S OBLIGATIONS

8.1. The Company shall cooperate with the Service Provider in all matters relating to the Services.

8.2. The Company shall promptly pay the Service Provider the Compensation and Performance
Incentives set forth in Section 4 of this Agreement.

8.3. Company shall provide to the Service Provider, all information that is necessary and reasonable
for the performance of the obligations of the Service Provider under this Agreement.

8.4. The Company grants, or shall arrange for third-party licensors to grant, to the Service Provider a
limited, exclusive license to access and use the Company software and the licensed software
solely in connection with the performance of the Service Provider’s obligations under this
Agreement and under any applicable SOW.

9. COMPLIANCE; RELATIONSHIP BETWEEN PARTIES

10
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

9.1. Each Party shall at all times comply with all laws, licensing requirements, rules, and regulations
applicable to its performance under this Agreement.

9.2. The relationship between the Company and the Service Provider shall be in the nature of
independent contracting parties. Nothing in this Agreement is intended to nor shall this
Agreement be construed to constitute the relationship of a principal and agent, employer and
employee, partners, a joint venture, co-owners or otherwise as participants in a joint undertaking
or representative of the other for any purpose whatsoever.

9.3. The Parties acknowledge that the Services shall be provided strictly on an arm’s-length basis. The
Parties also acknowledge that the transactions contemplated herein are entered into on an
exclusive basis.

9.4. The Company shall not make any representation on behalf of the Service Provider nor accept nor
incur any obligation for or on behalf of the Service Provider except for the payments to the
Service Provider in exchange for the Services.

9.5. Without limiting the generality of the foregoing, nothing in this Agreement shall be deemed to
confer a right or authority on either Party to, and in no event shall such Party (a) execute
contracts on behalf of the other Party; (b) maintain a stock of goods or merchandise on behalf of
the other Party; or (c) secure orders wholly or almost wholly for the other Party.

10. TERM & TERMINATION

10.1. Term. This Agreement shall be effective as of the Effective Date and shall continue indefinitely
until terminated in accordance with the express provisions of this Agreement (“Term”).

10.2. Termination of Agreement. This Agreement may be terminated with or without cause by the
Company by giving not less than 30 (Thirty) calender days’ prior written notice to the Service
Provider.
10.3. Termination of SOW. Any SOW to this Agreement may be terminated at any time, as mutually
agreed to in writing by the Parties.

10.4. Termination for Cause. This Agreement may be terminated for cause by either Party if (a) the
other Party commits a material breach of this Agreement and such breach has not been remedied
by the breaching Party within 60 (Sixty) days of receipt of notice thereof or (b) a petition or similar
action for bankruptcy or liquidation is filed in relation to the other Party or for the appointment of

11
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

a receiver, trustee or liquidator of a substantial part of the assets of the other Party and such
petition or similar action is not dismissed within 180 (One Hundred Eighty) days.

11. EFFECTS OF TERMINATION

11.1. Mutual effects of Termination

11.1.1. Except as may be required in connection with any post-expiration or post-termination

provision of the Services, upon the expiration or termination of this Agreement for any
reason, (i) all licenses and other rights granted to the Company or the Service Provider
hereunder will terminate and become null and void, (ii) all materials, including without
limitation, Confidential Information, provided by either Party to the other hereunder will
be returned within 30 (Thirty) days after the effective date of expiration or termination or
shall be destroyed if so requested by the Disclosing Party, and (iii) all earned and unpaid
fees and expenses will become immediately due and payable.

11.1.2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations,
or liabilities of the Parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the Agreement, which
existed on or before the date of termination or expiry of the Term.

11.2. Service Provider’s effects of Termination: Upon expiration or termination of this Agreement,
unless otherwise agreed by the Parties in writing, the Service Provider shall:

11.2.1. immediately terminate the performance of the Services;

11.2.2. as requested by the Company, deliver to the Company all records, reports, and materials
pertaining to the Service Provider’s performance of its obligations under this Agreement
(or, if, for statutory or tax reasons, the Service Provider must retain such documents,
Service Provider shall delivery copies of such documents to Company);

11.2.3. execute all documents necessary to enable the Company to carry out Service Provider’s
obligations with respect to the Services and cooperate fully in making the necessary
transitions.

11.3. Company's effects of Termination: Upon expiration or termination of this Agreement, unless
otherwise agreed by the Parties in writing, the Company shall:

12
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

11.3.1. pay all outstanding amounts due to the Service Provider in accordance with Section 4 of
this Agreement.

12. CONFIDENTIALITY

12.1. Each Party agrees to maintain the confidentiality of all Confidential Information that it may acquire
from the other Party in the course of this Agreement using at least the same procedures and
degree of care which it uses to protect its own Confidential Information of like importance, and in
no event less than reasonable care.

12.2. Confidential Information shall be used by the Receiving Party only for purposes of the actions
specifically contemplated by this Agreement and applicable SOW and shall be promptly returned
to the Disclosing Party on the written request of the Disclosing Party. Each Party shall restrict the
disclosure of Confidential Information to those of its employees and agents who have a need to
know such information relative to this Agreement and applicable SOW and shall only disclose such
Confidential Information to those persons who have agreed to receive, hold, and use such
information subject to the terms and restrictions of this Agreement and applicable SOW.

12.3. In the event of any actual or suspected misuse, disclosure, or loss of, or inability to account for, any
Confidential Information of the Disclosing Party, the Receiving Party promptly shall (a) notify the
Disclosing Party upon becoming aware thereof; (b) promptly furnish to the Disclosing Party full
details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable
efforts to assist the Disclosing Party in investigating or preventing the recurrence of any
unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information; (c)
take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize
the violation; and (d) cooperate in all reasonable respects with the furnishing Party to minimize the
violation and any damage resulting therefrom.

12.4. Each Party acknowledges and agrees that, due to the proprietary and competitively-sensitive
nature of the other Party’s Confidential Information in its possession, the Disclosing Party may be
irreparably harmed in the event of any breach, or threatened breach of the provisions of this
Section 13 and that monetary damages may not constitute a sufficient remedy in the event
thereof. Accordingly, the Receiving Party agrees that in the event of any such breach or threatened
breach of this Section 12, the Disclosing Party, in addition to any other remedies it may have at law
or in equity, shall be entitled to seek equitable relief, including injunctive relief or specific
performance or both, in any court of competent jurisdiction.

13
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

12.5. Exceptions: The obligation as per Section 12.1, Section 12.2 and Section 12.3 shall not apply to
information which:

12.5.1. is already known to the Receiving Party, other than under an obligation of confidentiality,
at the time of disclosure by the Disclosing Party;

12.5.2. is subsequently disclosed to the Receiving Party without any obligation of confidentiality
by a third party who did not obtain it directly or indirectly from the Disclosing Party;

12.5.3. is or becomes generally available to the public or otherwise is or becomes part of the
public domain after its disclosure other than through any act or omission of the Receiving
Party or its agents, service providers or employees in breach of this Agreement.

12.6. Term of Confidentiality: The provisions of Section 12 shall survive in perpetuity after the
termination or expiration of this Agreement.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. Service Provider acknowledges and agrees that any and all Services and Work Product shall be
considered “work-made-for-hire” within the meaning of Section 101 of the U.S. Copyright Act, or
other applicable law, and ownership of the entire right, title, and interest in the Services and
Work Product shall reside in Company. Service Provider shall ensure that Service Provider’s
employees, agents and subcontractors appropriately waive any and all claims to the Services and
Work Products and irrevocably assign and transfer to Company any and all rights, title, and
interests, worldwide, in and to the Services and Work Products, including without limitation,
intellectual property and other proprietary rights embodied in or relating to the Services and
Work Products. The Services and Work Products shall, at all times, between the parties, be and
remain the sole and exclusive property of Company and may not be used by Service Provider for
any purpose other than the benefit of Company.

13.2. The Service Provider shall promptly disclose and deliver to the Company the Services and Work
Products. During the term of this Agreement, and at any time thereafter, Service Provider shall
assist Company, upon request from Company (and, if requested after the termination of this
Agreement, at Company’s expense), but without further compensation to Service Provider, in
taking any action that may be reasonably necessary to secure, perfect, register, maintain and
defend Company’s right, title and interest in the Services and Work Products, including without
limitation Company’s Intellectual Property Rights.

14
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

13.3. The Service Provider shall perform, during and after the term of this Agreement, all acts deemed
necessary or desirable by Company to permit and assist it, at Company's expense, in evidencing,
perfecting, obtaining, maintaining, defending and enforcing its rights in the Intellectual Property
Rights and/or assignment by the Service Provider with respect to the Intellectual Property Rights
in any and all countries. Such acts may include, but are not limited to, execution of documents
and assistance or cooperation in legal proceedings.

13.4. Service Provider agrees to abide by the sole discretionary decision of the Company regarding the
obtaining, gaining recognition of or enforcing rights in such Intellectual Property Rights (whether
as patent, copyright, trade secret, trademark or otherwise).

13.5. Service Provider agrees that all inventions made or conceived by Service Provider, its employees,
subcontractors or agents, during the term of this Agreement, and arising from the services to be
performed pursuant to this Agreement have been and shall continue to be assigned to Company
as its sole exclusive property. Service Provider agrees to assist Company to obtain patents for
such inventions, including the disclosure of all pertinent information and data with respect
thereto, the execution of all applications, instruments or papers which Company shall deem
necessary or desirable in connection therewith, and to assign or convey to Company, its
successors, assigns or nominees, the sole and exclusive right, title and interest in any such
inventions, applications or patents.

13.6. Service Provider irrevocably appoints Company to be its attorney, and on its behalf to sign,
execute or make any such instrument, and generally to use its name for the purpose of giving to
Company (or its nominee) the full benefit of the provisions of this Section.

14. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

15
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

14.1. Service Provider’s Representations and Warranties. The Service Provider represents, warrants,
and covenants to the Company that:

14.1.1. it is a private limited company duly organized, and is validly existing, under the laws of
India.

14.1.2. it has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents or other actions not already
obtained; and

14.1.3. it has the facilities and resources required to discharge the Services, and shall discharge
the Services in a timely and efficient manner and it has the administrative, business and
technical expertise required to perform and shall perform such Services in a competent
and professional manner.

14.2. Company’s Representations and Warranties. The Company represents, warrants, and covenants
to the Service Provider that:

14.2.1. it is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of [__], United States of America;

14.2.2. it has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents or other actions not already
obtained.

14.2.3. it has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents or other actions not already
obtained; and

14.2.4. it has the facilities and resources required to discharge the Services, and shall discharge
the Services in a timely and efficient manner and it has the administrative, business and
technical expertise required to perform and shall perform such Services in a competent
and professional manner.

15. LIMITATION OF LIABILITY

16
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

EXCEPT FOR ANY DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE, FRAUD OR
INTENTIONAL MISCONDUCT, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING
DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT AND REGARDLESS OF WHETHER SUCH LOSS
OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL THE
COMPANY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT
EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THE SERVICE PROVIDER FOR SERVICES
PERFORMED IN THE 6 (SIX) MONTHS PRIOR TO THE MONTH IN WHICH THE MOST RECENT EVENT
GIVING RISE TO THE LIABILITY OCCURRED.

16. INDEMNIFICATION

16.1. Service Provider shall, at its own cost and expense, indemnify, defend or settle, and hold
Company and/or its Clients free and harmless from and against any and all losses, liabilities,
claims, actions, costs and expenses, including reasonable attorneys' fees and court costs, relating
to, resulting from or in any way arising out of:

16.2. Breach of any of its obligations, representations or warranties contained herein, including loss or
damage arising out of (a) misconduct or negligence of the professionals assigned to the
applicable SOWs; or (b) any claim of infringement of any Third Party’s Intellectual Property
Rights;

16.3. Any claim, suit or proceeding brought against the Company by any Third Party for any harm, loss
or injury suffered by any Third Party arising from and out of the performance or non-
performance of the Services provided by the Service Provider pursuant to the Agreement;

16.4. Any claim, suit or proceeding brought against the Company by any Third Party arising from and
out of any deficiency of Service provided by Service Provider pursuant to this Agreement; or

16.5. Any action of Service Provider not authorized or permitted under the Agreement.

16.6. The Company shall, at its own cost and expense, indemnify, defend or, and hold the Service
Provider free and harmless from and against any and all losses, liabilities, claims, actions, costs,
and expenses, including reasonable attorneys' fees and court costs, relating to, resulting from or
in any way arising out of breach of any of its obligations, representations or warranties contained
herein including loss or damage arising out of misconduct or negligence.

17. EXCLUSIVITY

17
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

17.1. During the term of this Agreement, both Parties agree that they will exclusively engage in the
provision and receipt of Services with the other Party. Neither party shall enter into similar
agreements with Third Parties for the duration of this Agreement without the express written
consent of the other Party.

18. NOTICES

18.1. Any notices required or permitted to be given by either Party under this Agreement shall be in
writing and sent by certified or registered mail, return receipt requested, or by an internationally
recognized overnight courier service (such as FedEx) or by way of email. All notices and other
communications hereunder shall be in writing and shall be deemed duly given (a) on the date of
delivery if delivered personally or by email (b) on the first Business Day following the date of
dispatch if delivered by a recognized next-day courier service, or (c) on the 10 th (Tenth) Business
Day following the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. Notices shall be sent to the addresses of the Parties set forth in this
Agreement or such other address as either Party may specify in writing. Notices shall be sent to the
addresses set forth in Annexure B or such other address as either Party may specify in writing.

19. INSURANCE

19.1. The Service Provider shall if required by the Company maintain, or cause to be maintained, in full
force and effect for the Term of or in connection with the Agreement insurance policies as to
appropriately insure the performance of the Service Provider's obligations under the Agreement.

19.2. Such insurance policies will contain the following endorsements:

20.2.1 The Company is named as an additional party insured on liability coverage with respect
to the performance of the obligations of the Service Provider.

20.2.2 The interests of the Company shall not be invalidated by any breach of warranty by the
insured.

20.2.3 That the insurer waives its subrogation rights against the Company.

20.2.4 Certificates of insurance shall be delivered to the Company evidencing compliance with
the insurance terms of the Agreement. All of the above insurance shall be written
through a company or companies reasonably satisfactory to Company, and the
certificates of insurance shall be of a type that unconditionally obligates the insurer to

18
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

notify Company in writing at least 30 (Thirty) days in advance of the effective date of any
material change in or cancellation of such insurance.

20.2.5 All the insurance policies of Service Provider shall mention Company as the beneficiary
under the policies at appropriate places.

20. MISCELLANEOUS PROVISIONS

20.1. Waiver: The failure of either Party to enforce at any time this Agreement, or the failure to require
timely performance by the other Party of this Agreement, shall in no way constitute present or
future waiver of this Agreement, nor in any way affects the ability of either Party to enforce each
and every section of this Agreement.

20.2. Modification: No modification or amendment to this Agreement and no waiver of any of the
terms or conditions hereof shall be valid or binding unless made in writing and duly executed by
both the Parties.

20.3. Entire Agreement: This Agreement sets forth the entire agreement and understanding between
Company and the Company relating to the subject matter herein and merges all prior and
contemporaneous agreements between the Parties. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing
signed by both the Parties to be charged.

20.4. Severability: If any provision of this Agreement is deemed to be invalid or inoperative for any
reason, that part shall be deemed modified to the extent necessary to make it valid and
operative, or if it cannot be so modified, then severed, and the remainder of the Agreement shall
continue in full force and effect as if the Agreement had been signed with the invalid portion so
modified or eliminated.

20.5. Headings: The Headings contained in this Agreement are for reference purposes only and should
not be incorporated into this Agreement and shall not be deemed to be an indication of the
meaning of the Sections to which they relate.

20.6. Counterparts: This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by fax or other electronic means, including a signed
counterpart scanned and sent as an e-mail attachment.

19
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

20.7. Assignment: This Agreement and the rights and obligations herein may not be assigned or
assumed by any Party hereto without the prior written consent of the other Parties, which
consent shall not be unreasonably withheld.

20.8. No Third-Party Rights: Except as provided herein, this Agreement is not intended to benefit any
third party. Except for the Parties to this Agreement, no third party shall have any rights or
remedies against the Parties, for any acts and omissions arising out of the provision of Services
under this Agreement.

20.9. Force Majeure: Neither Party shall be liable to the other for its failure to perform any of its
obligations hereunder during any period in which such performance is delayed by circumstances
beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike,
lockdown, riot, inability to secure materials and transportation, or the intervention of any
governmental authority (“Force Majeure”), in each case not otherwise invoking a breach of this
Agreement. If such delay continues for more than 60 (Sixty) days, the other Party shall,
notwithstanding the provisions of Section 10, have the right to terminate this Agreement with
immediate effect upon written notice.

21. GOVERNING LAW

In the event a dispute shall arise between the Parties to this Agreement, it is hereby agreed that
the dispute shall be settled in the [ ] in accordance with [ ] Arbitration & Mediation Rules of
Arbitration. The arbitration shall be conducted in English. If the Parties are able to agree upon a
single arbitrator, then the arbitration shall be held before that agreed arbitrator. If the Parties are
unable to agree, then each Party shall select one arbitrator and those two arbitrators shall then
select a third, and the arbitration shall be held before those three arbitrators. The arbitral award is
final and binding upon both Parties. The prevailing Party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which such Party may be
entitled.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date below.

20
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

COMPANY SERVICE PROVIDER

[ ] [ ]

By: [ ] By: [ ]
Name: [ ] Name: [ ]
Title: [ ] Title: [ ]
Date: [ ] Date: [ ]

21
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

ANNEXURE A

Form of Statement of Work

This Statement of Work (“Statement of Work” or “SOW”) is entered into and effective from [ ], (the
“Statement of Work Effective Date”) by and between [Name of the Service Provider], having its principal
place of business at [Address] (hereinafter referred to as “Service Provider”), and [Name of the Company]
having its its principal address at [Address] (hereinafter referred to as “Company”).

The Service Provider and the Company may be referred to herein individually as a “Party,” and,
collectively, as the “Parties”

This Statement of Work is entered into pursuant to and subject to the Master Services Agreement dated as
of [__] by and between the Parties (as amended, modified, or supplemented from time to time, the
“Master Services Agreement” or “MSA”), the terms of which, except as may be expressly modified or
excluded herein, are incorporated herein by reference.

NOW THEREFORE, in consideration of the mutual promises contained herein, and of other good and valid
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

1. EXHIBITS

1.1 Exhibits. The following Exhibit is incorporated by reference in this Statement of Work:

(which includes a detailed description of Services, requisite headcount, performance expectations,

deliverables, details of tools for performance of Services, and other relevant details related to
performance of Services).

2. STATEMENT OF WORK
2.1 Services. [Please insert the details]
2.2 Deliverables. [Please insert the details]
2.3 Customer Responsibilities. [Please insert the details]

3. DEVELOPED MATERIALS

22
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

The developed materials (e.g., process documentation) under this Statement of Work are provided
to the Service Provider personnel via a series of standard operating process documents available
for each task.

4. SERVICE PROVIDER PERSONNEL QUALIFICATIONS AND EXPERIENCE

Service Provider personnel providing Services under this Statement of Work shall have the
qualifications and experience set forth below:
• [Please insert relevant details]

5. REPORTS/DELIVERABLES
• [Please insert relevant details]

6. SERVICE FEES
• [Please insert details of Service Fees payable to the Service Provider]

7. COMPLIANCE STANDARDS

In addition to the other requirements under the MSA, Service Provider shall comply with the
following legal, regulatory, and professional standards while performing Services under this
Statement of Work:
Personnel assigned to the Services set forth in SOW above should adhere:
• to the Customer’s policies and requirements set forth in the Customer’s independence & ethics
manual, and Customer’s data privacy and data security policies
• [Please insert additional standards applicable to the Services]

8. TERM OF SOW

The term of this Statement of Work shall commence on the Statement of Work Effective Date and
continue indefinitely until terminated in accordance with the express provisions of the MSA.

IN WITNESS WHEREOF, the Parties have caused this Statement of Work to be executed by their respective
duly authorized representatives as of the Statement of Work Effective Date.

___________________________ ________________________
By: __________________________ By:______________________
Title:_________________________ Title:_____________________

23
IMPORTANT NOTE: It is crucial to note that this template serves as a foundation and should be
customized to meet the specific needs of the parties involved. The finalization of this agreement should
only be undertaken under the guidance of consultants who possess a deep understanding of the
intricacies of the terms. Stamp papers must be procured before execution of the Master Service Level
Agreement

Date:________________________ Date:_____________________

ANNEXURE B

NOTICES

S. No. Company Information for Notices

Address: [__]
1. [__]
Email: [__]

Phone: [__]

Sl. No. Service Provider Information for Notices

Address: [__]
[__]
1. Email: [__]

Phone: [__]

24