SERVICE AGREEMENT FOR IT SERVICES

This Agreement ("Agreement") entered into on the ______________(Date) between ____________________________________________________________ (Client Name) (CIN/GSTIN/)_______________________________), having its office at ________________________________________, represented by Mr. ………………….. it’s Director/ proprietor/ partner having Adhaar card no. ………... hereinafter referred to as “Client" which expression shall unless repugnant to meaning or context thereof be deemed to include their successors and assigns of the ONE PART

AND

Webclixs Having its office at C-167, Sector 71, Noida, Uttar Pradesh 201301 Ph: +91 8800 706 507 represented by Mr. Praveen Dubey, Founder/ Authorised Representative of Webclixs.

Webclixs and _______________________(Client Name) may individually be referred to as "party" and collectively referred to as "parties"

WHERE Webclixs is a full-fledged Website, Mobile Apps Development and Digital Media Marketing Company, located in Noida, India and handling business of clients located across India and fewer parts of US, Canada, Dubai and UK. Webclixs is specialized in all sorts of IT Supports including website designing, development, migration, support, maintenance, speed optimization and many more. AND_______________________ (Client’s Name) is engaged in …………………………………………..
WHEREAS on the basis of Webclixs’s representations, (Client’s Name) wishes to engage the services of Webclixs for the period and on the terms and conditions set out in this Agreement. Wherever applicable, the term “_______________________(Client Name)" shall also include its Personnel (as defined below) unless repugnant to the context thereof.
AND WHEREAS it is mutually desired to enter into this Agreement providing for the understanding reached between Webclixs and _______________________(Client Name).
1. Consultancy Services Engagement & Term
1.1 (Client Name) hereby agrees to engage the services of Webclixs for a period ("Term") of one ……. year commencing from ______________("Effective Date"), on the terms and conditions as set forth hereunder. The term of this Agreement may be extended by mutual consent of the parties on such terms and conditions as may be mutually agreed by the parties in writing.
2. Obligations, Representation and Warranties
2.1 Webclixs shall provide its services under this Agreement in a professional and workmanlike manner to (Client Name).
2.2 Webclixs shall assign duly qualified and skilled personnel/s for the purpose of performances of its services hereunder and such personnel/s will be deployed under this Agreement.
2.3 Webclixs warrants that all its services, under this Agreement shall be performed by appropriately and duly qualified Personnel/s with due care and diligence and to such high standards of quality as it is reasonable for (Client name) to expect in all the circumstances.
2.4 Webclixs hereby represents that its personnel/s so deployed for the purpose of this Agreement shall abide by the terms and conditions set forth hereunder.
2.5 Webclixs shall ensure that its personnel/ officials shall comply with the security procedures as are in place, as per the terms specified by (Client Name).
2.6 (Client name) hereby declares, by executing this agreement, that no act/ work/ task shall be carried out which is against the law of the land, through the website which would be developed/ marketed/ promoted by Webclixs.
2.7 (Client Name), hereby executing this agreement, undertakes to protect, indemnify and hold Webclixs harmless from and against any and all claims, proceedings, damages and liabilities in case of Intellectual Property Rights’ (IPRs) infringements, if any, be done by the (Client Name). The (Client Name) further undertakes that (Client Name) shall be solely responsible for infringements, if any, and shall face all consequences, thereof, arising out of any IPRs infringements.
3. Services
3.1 Webclixs shall provide its services, as may be required by (client name) from time to time, through its personnel/ officials to be deployed under this Agreement in accordance with Clause 2.3. For deployment of each personnel and for engaging him for the services under this Agreement, a statement of work/ work order shall be executed by the parties herein clearly setting out the terms and conditions therein. The parties may execute any number of Statements of work/ word orders under this Agreement which shall form part of this Agreement and be governed by this Agreement. The format of the statement of work/ word order describing about different attributes of Service Costs and/ or Channel Cost etc. is attached hereunder as Annexure A. The same has been duly read and understood by the (Client Name).
3.2 Webclixs shall maintain staffing levels and continuity of personnel/s consistent with its obligation to perform the services. Webclixs may on its discretion remove or redeploy personnel performing services without the prior written permission of the (Client Name). In the event that any representatives / personnel performing services are unacceptable to the (client’s name) for any reason, (Client Name) may notify Webclixs in which case Webclixs may remove such representatives/ personnel from performing services hereunder and provide a qualified replacement.
3.3 In the event, the representatives / personnel resigns or absconds from the services of Webclixs, Webclixs will provide a replacement personnel within reasonable time.
4. Fees
4.1 The fees for Webclixs's services shall be in accordance with the respective statement of work(s)/ work orders issued under this Agreement. The fees shall be exclusive of all service-related taxes, as may be applicable.
4.2 All payments to Webclixs shall be subject to deduction of taxes and other statutory levies as may be applicable from time to time.
4.3 Webclixs will submit invoices as mentioned in the work order/ statement of work. All invoices for services are due and payable by (client name) within 10 calendar days from the receipt of invoice, failing which interest shall be levied at 12% per annum from the due date to until the date of payment. Furthermore, Webclixs shall not proceed with the work/ task assigned by (Client Name) until all due and payables with agreed interest amounts are cleared by the (Client name).
4.4 Webclixs shall be notified by the (Client name) in writing the objection within fifteen business days, in case of (other party's) disputing reasonably and in good faith all or any portion of any invoice, from the date of receipt of the relevant invoice, Webclixs shall be given a detailed description of the objection, and paid the portion of the invoice which is not in dispute (if any) subject to the terms of this section.
4.5 (Client name) undertakes to pay the advance payment as mentioned in the work order/ statement of works prior to which no service shall start from the Webclixs.
4.6 It is agreed by the (Client Name) that the Advance Payment, Taxable Amounts, Transactional Amounts i.e. amounts paid by Webclixs to the third parties/ authorities on behalf of the (Client Name) are totally Non-Refundable.
4.7 The (client name) is only entitled to get 100% refund (includes advance money), in the case where (client name) recalls its order within 48 hours of the placing the order for availing the services of Webclixs. It is further agreed by the (Client Name) that after 48 hours of placing the order for availing the services of Webclixs, clause 4.6 shall prevail in all cases.
5. Confidential information and Trade secrets
5.1 Confidential Information shall have the meaning as defined in the Non-Disclosure Agreement which is also part of this Agreement and same shall be read, understood and executed between the parties to this Agreement.
5.2 Both parties agree that with respect to Confidential Information:
(i) To use such Confidential Information only in the performance of the services under this Agreement; a. Not to make copies of any such Confidential Information or any part thereof without the express written permission of the other; b. Not to disclose any such Confidential Information or any part thereof to a person outside the Party's business organization for any purposes;
(ii) To limit dissemination of such Confidential Information to persons within the party's business organization, who are directly involved in the performance of services under this Agreement and have a need to use such Confidential Information for purposes of such services, and are bound by similar confidentiality obligations.
5.3 Webclixs and (Client Name) shall keep confidential all the Confidential Information and use its best endeavors to prevent the disclosure of the Confidential Information to any person except:
(a) as required by law;
(b) with the prior written consent of either relevant party; or
(c) in the proper performance of the services by Webclixs.

5.4 Webclixs and (Client name) shall use at least the same degree of care which it uses to prevent the disclosure of its own highly sensitive and / or non-public information of like importance to prevent the disclosure of Confidential Information for any purpose other than for the proper performance of its services.
5.5 Residual knowledge: In any custom application development/ testing all code (source and executable) and documentation developed for (Client Name), are property of (Client Name). However, Webclixs can use 'residual knowledge'. Residual knowledge means ideas, concepts, know-how or techniques related to the project that are retained in the unaided memory of the Webclixs personnel/ official who had access to information. A person's memory will be considered unaided if he has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it.
5.6 The provisions of this clause shall survive the termination or expiry of this Agreement for the period as mutually decided by both the parties to this Agreement and Non-Disclosure Agreement thereon. The confidential obligation herein shall not be applicable to any information that: (a) has entered or subsequently enters the public domain (b) was known to both the parties prior to the disclosure of such information; (c) is obtained from a third party without violation of an obligation of non-disclosure agreement and without restrictions on its disclosure.
6. Termination
6.1 Either party may terminate this Agreement or any statement of work (in whole or in part) without further performance if the other party breaches its obligations hereunder or thereunder (as applicable), provided that the non-breaching party provides written notice of such breach and the breaching party does not cure such breach to the reasonable satisfaction of the non-breaching party within thirty (30) days after receiving such notice of breach.
6.2 This Agreement shall be impliedly terminated after completion of the project/ statement of work(s)/ work Order assigned to Webclixs.
6.3 An event of default shall have occurred upon the occurrence of any one or more of the following events:
(i) Any representation or warranties made or deemed to be made by the parties is prove to and/ or are determined to be false or incorrect or misleading.
(ii) It becomes unlawful for the parties to perform any of its obligations under this Agreement.

6.4 Upon occurrence of an event of default, the other party shall be entitled to terminate this Agreement immediately.
6.5 Effect of Termination
(i) The parties shall complete all outstanding and/or on-going work assignments in accordance with the terms of this Agreement expeditiously and in good faith.
(ii) In the event of termination of this Agreement, both parties undertake to return all proprietary and confidential information (including intellectual property) back to the original owner.
(iii) The (Client Name) shall pay are due and payable within 10 calendar days from the receipt of invoice, failing which interest shall be levied at 12% per annum from the due date to until the date of payment.
7. Miscellaneous
7.1 This Agreement constitutes the entire Agreement between (Client Name) and Webclixs pertaining to the subject matter hereof and supersedes all prior contracts, agreements, understandings, representations and negotiations between the parties in respect of subject matter hereof.
7.2 No waiver of any provision of the Agreement shall be deemed or shall constitute a waiver of any other provision nor shall any such waiver constitute a continuing waiver unless expressly provided. If any provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. Moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provision shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law. No delay or omission on the part of either party in exercising any right hereunder, will operate as a waiver of any right hereunder.
7.3 Nothing in this Agreement shall constitute any partnership or such other relation between the parties. The parties shall act as independent contractor to each other and shall not be entitled to bind the other party in any manner, except to the extent of this Agreement.
7.4 If any part of this Agreement is rendered void by any changes in the law of the land, the remaining Agreement shall still be valid and enforceable.
7.5 The headings used throughout this Agreement are used for convenience only and shall not modify or affect the text to which they relate.
8. Disputes Resolution and Jurisdiction
8.1 The parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between them.
8.2 This Agreement shall be governed and construed in accordance with the laws of India. It is agreed between the parties, that subject to Clause 8.3 hereto, this Agreement shall be subject to exclusive jurisdiction of courts at New Delhi.
8.3 If no settlement can be reached through consultations of the parties within fifteen (15) days of the dispute, either party may, by delivering a notice of the dispute to the other party, refer such matter to be settled by arbitration by a sole arbitrator to be jointly appointed by the parties.
8.4 All arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 which is deemed to be incorporated herein by reference. The award shall be final and binding and may be enforced in any appropriate jurisdiction. When any Dispute is under arbitration, except for the matters under Dispute, the parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under this Agreement.
8.5 The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration and the arbitrator, shall be borne equally by the parties to the dispute and each party to such dispute shall pay its own fees, disbursements and other charges of its counsel, except as may be otherwise determined by the arbitrator. The arbitrator shall have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts. The seat or legal place of the arbitration shall be New Delhi. The language to be used in the arbitration shall only be English.
9. Indemnity
Each party agrees to protect, indemnify and hold the other party harmless from and against any and all claims, proceedings, damages and liabilities, costs and expenses including reasonable attorneys' fees and costs, arising out of the representation and warranties made herein or incident to the performance of services rendered under this Agreement, unless such claim, damage or liability is caused by the gross negligence or willful misconduct of the indemnified party. Furthermore, the (Client Name) indemnifies Webclixs against all the proceedings before any court of law/ authorities, arising out of any act/ omission of the (Client Name) which is barred by the law of the land/ illegal in the eyes of Law.
10. Counterparts and Facsimile
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.
11. Good Faith Basis
With regard to their respective obligations and commitments under this Agreement, each party covenants that, it shall act in good faith and deal fairly with the other party. Further both the parties shall co-operate with each other and shall take all reasonable action as is necessary under this Agreement including efficient transmission of information and instructions in order to enable both the parties to derive the full intended benefit of the Agreement.
12. Representations and Warranties by The Parties
Each party, in relation to itself, represents and warrants as follows:
(i) It has the right, power and authority to execute and deliver, and to perform its obligations under this Agreement and has taken all actions and approvals necessary to authorize the execution and delivery by it of this Agreement and its duties and obligations contemplated herein.
(ii) This Agreement constitutes legal, valid and binding obligations of such party enforceable in accordance with their terms.
(iii) The execution and delivery of, and the performance of obligations under and in compliance with the provisions of this Agreement executed or to be executed by it under or pursuant to this Agreement, shall not result in:
(a) violation of any provision of its constituent documents, including its memorandum or articles of association; or
(b) breach of, or constitute a default under, any agreement, contract or instrument to which it is a party or by which it is bound; or
(c) violation of any applicable law by which it is bound.
(d) All corporate actions for the authorization, execution and delivery of, and the performance of all of its obligations under this Agreement have been completed.

IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written

For