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Service Agreement

THIS DEED OF AGREEMENT entered into at Ahmedabad on the ________________ between CR2 Technologies Limited, a company, incorporated under the Companies Act 1956 amended up-to-date, having its. Registered office at A-701, Safal Profitaire, Corporate Road, Prahaladnagar, Ahmedabad, Gujarat, India hereinafter called Company, which term, unless it is repugnant to the context, shall mean and include Company authorized representatives, attorneys, successors, nominees, heirs and assigns,

 

And

__________________, a __________________, having its registered office at ____________________________________ INDIA hereinafter called the Licensee which term, unless it is repugnant to the context, shall mean and include authorized representatives, attorneys, successors, nominees, heirs and assigns

                                                                                               

Each a Party and 'collectively referred to as Parties

 

 

Now this Deed of Agreement Witnesses

 

  1. Agreement
    1. Licensee signs agreement with Company as a Services Provider to support and service its docManager® System
  2. Responsibilities and Scope of Company under this Agreement
    1. Company shall provide managed services to operationalize the docManager® - a document management system implemented at Licensee. The services would comprise of - Central service desk; Application data management & support; Build, operate & Manage/ transfer central support center; Consulting, advisory & Program or Project Management as per the description and specifications which are detailed in Annexure A
    2. Implementation of these services will be managed from Licensee location for onsite requirements, the associated infrastructure and facilities shall be provided by Licensee, for any offsite support activity or requirement, Company will bear the infrastructure or associated costs
    3. The support window for these services will be on 9 X 5 mode, Monday to Friday 10 am to 7 pm.
    4. Company shall make sure that any tools, technologies or system software, which they will use during the implementation and/or post implementation, are not breaching any licensing of any organization / company.
  3. Compensation, Expenses, Deductions and Waivers
    1. Company shall be paid services fees equivalent to __% of latest value of Configured Product and/or Solutions (including any additional One-time Cost of Product or service as part of enhancement to original Product) for Licensee per annum as the fee for services and scope as detailed in Annexure A of this agreement. This fee shall be applicable from the date of signing of the agreement.
    2. Licensee shall pay this fee in Annually/Half-yearly/Quarterly in advance mode
    3. Licensee shall make payment to Company within 10 days of receipt of invoice and/or debit note. Licensee shall deduct taxes at source as applicable before making such payment. Licensee shall issue Company necessary documents for taxes deducted at source by Licensee.
    4. In the event of termination of this agreement. Licensee shall settle all outstanding amounts due to Company up to the date of termination.
  4. Duration and Termination
    1. This Agreement shall commence with effect from ___________ and shall continue in full force and effect for a period of one (1) year (The "Duration"), which Duration may be mutually extended by the parties.
    2. This agreement may be terminated at any time by either party, by giving written notice of 60 (Sixty) days, to the other party, without assigning any reason.
    3. Upon termination, Company shall immediately cease providing its services and shall return to Licensee all information, data and materials and other confidential information given to Company by Licensee.
    4. Upon termination, Licensee shall immediately settle any outstanding accounts as per the terms outlined in the Compensation clause of this agreement.
  5. Absence of other Warranties, Other Representations & Warranties
    1. Neither Licensee nor Company makes express or implied warranties or representations, except as expressly provided in this Agreement. Each Party represents and warrants that
    2. it has the right and authority to enter into this Agreement and to comply with and perform its obligations hereunder;
    3. it has not entered into any other agreements inconsistent with its performance under this Agreement;
    4. each Party’s applicable will operate in accordance with this Agreement, and is in good working order, free from material error, defects and malfunctions and in accordance with industry standards;
    5. each Party shall perform its services hereunder in a timely, competent, professional and workmanlike manner using properly trained and qualified individuals; and
    6. each Party shall abide by all local, state, national and foreign laws in connection with the performance of its rights and obligations under this Agreement.
  6. Confidentiality and Non-Disclosure
    1. Both Parties agree to share and exchange all information necessary to execute the scope of this Agreement.
    2. Both Parties agree to treat such exchanged information in a confidential manner and agree to enter into a Mutual Confidentiality and Non-Disclosure Agreement, which shall define the manner in which such information is treated.
    3. Both Parties agrees to hold in strict confidence all Confidential Information of the other Party
    4. Each Party agrees to use such Confidential Information solely to perform or to exercise its rights under this Agreement.
    5. Each Party agrees to share, transfer, disclose, convey or make available all or any part of such confidential information with vendors, third parties and partners of either Party only when such disclosure is necessary to facilitate execution of the scope of this contract and only after taking prior approval from the Licensee authorized representative of respective parties. In such an event, the disclosing Party shall ensure that a similar Confidentiality and Non-Disclosure Agreement is entered into with the vendor, third party or partner.
    6. Each Party shall take all measures necessary to protect against the disclosure or use of the Confidential Information as it takes to protect its own proprietary or confidential information (but in any case no less than reasonable measures).
    7. Each Party acknowledges that the other Party may engage from time to time in discussions, evaluations, negotiations and/or transactions with other parties. While each Party agrees to use other Party’s Confidential Information only in accordance with this Agreement, nothing in this Agreement will preclude either Party from engaging in any of the activities described in this paragraph, nor will engaging in any such activities create any presumption that Confidential Information has been misused.
  7. Customer Data and Privacy
    1. Data:  Except as set forth in subsection (b) below, the Parties acknowledge and agree that the information regarding customers, employees, management or any other staff members that is acquired by Company in connection with the provision of the services pursuant to this Agreement, including without limitation, critical and proprietary information, and updates shall be considered owned by Licensee.
    2. Privacy Policy: Company shall ensure that all Critical Data is maintained, accessed and transmitted in accordance with the privacy policy of Licensee. Licensee also agrees to adhere to Company’s privacy policy to provide any personal or financial information to anyone.
  8. Assignment
    1. Neither Party shall assign its rights or obligations under this Agreement, in whole or in part, to an unrelated third party without the prior written consent of the other Party, other than an assignment to any of its subsidiaries, related affiliates (brother/sister corporations) or parent corporations.
  9. Liability Limitations
    1. In the event either Party shall be liable to the other for any matter arising out of or related to this Agreement, the amount of damages recoverable against the other shall not include, nor will the other Party be liable for, any indirect, incidental, consequential or punitive damages of any Party, including third parties. In no event shall either Party’s liability exceed the amount of commercials actually paid pursuant to this Agreement.
  10. Governing Law and Jurisdiction
    1. The validity, construction and performance of this Agreement shall be governed by the laws of India, and subject to the jurisdiction of the competent court(s) of Ahmedabad, Gujarat.
  11. Arbitration
    1. If any dispute or difference arises between the parties hereto touching or connected with the terms or business transacted under this Agreement or interpretations of any provisions thereof or otherwise, the same shall be referred to the sole arbitration of a mutually agreed upon Arbitrator and such arbitration be as per rules and regulations of the Arbitration & Conciliation Act, 1996 and rules made hereunder. The venue of such arbitration be at Ahmedabad.
  12. Indemnification
    1. Each Party agrees to indemnify, defend and hold the other Party, its directors, officers, employees and agents harmless from and against any and all costs, liabilities, expenses, judgments, damages and other losses (including, without limitation, reasonable attorney’s fees, costs, judgments, awards, settlement amounts and expenses with respect thereto) arising from any third party claim or action that is caused by, or results from
      1. A breach of any of the other Party’s representations or warranties contained in this Agreement,
      2. The other Party’s willful misfeasance, bad faith or gross negligence in the performance of or failure to perform as provided in this Agreement,
      3. any claim made by any third party that the use by a Party of any of trademarks or trade names of the other Party as permitted by this Agreement infringes any trademark or any other intellectual property or proprietary right of such third party
      4. any claim made by a third party that the indemnifying Party’s website, or any data, software, method, service or material provided by the indemnifying Party, (a) infringes any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of such third party, or (b) violates any applicable law including, without limitation, any right of privacy.
    2. In the event an indemnification obligation arises under this Agreement,
      1. the Party seeking indemnification (without limitation on the indemnifying Party’s indemnity obligations) shall use reasonable efforts to notify the indemnifying Party promptly of the claim (provided, however, that the failure of the indemnified Party to provide timely notice will only relieve the indemnifying Party from its obligations hereunder to the extent that such late notice prejudiced its defense or resulted in increased losses);
      2. the indemnifying Party shall assume defense of the claim with counsel reasonably acceptable to the Party seeking indemnification;
      3. Neither Party shall enter into a settlement or other resolution of the claim that imposes liability on the other Party without the other Party’s consent; and
      4. The Party seeking indemnification shall, at the indemnifying Party’s expense, provide reasonable cooperation to the indemnifying Party in defending or settling the claim. The obligations in this Section 3(g) shall survive the expiration or earlier termination of this Agreement indefinitely.
  13. General
    1. The parties hereby agree that the understanding between them is only on a principal to principal basis & no concept' of agency or employer/employee relationship shall accrue.
    2. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.
    3. Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure in performance is caused by fire, flood, wars, riots, civil disturbance, embargo, governmental directions or orders by civil or military authority or any act of God or any other force majeure conditions which is
      1. Beyond the reasonable control of the Party claiming excusable delay, and
      2. Cannot be overcome by such Party through the exercise of commercially reasonable efforts.
      3. Notwithstanding any other provision of this Agreement, in every case, the delay or failure to perform must be without the fault or negligence of the Party claiming excusable delay, and the Party claiming excusable delay must promptly notify the other Party of the force majeure occurrence and advise the other Party of the extent of the disability and the expected duration of the disabled Party’s inability to perform its obligations there under.
    4. Company warrants to put best efforts by means of professional project planning, adhering to the project plan, allocating competent manpower to the project in a professional and workmanlike manner and using properly trained and qualified individuals in providing the support services.
    5. Licensee also warrants to put best efforts by means of adhering to the project plan, timely allocation of competent manpower and leaders to the project, timely submission of any information, clarifications, inputs, requirements, data, timely approvals in professional workmanlike manner and using properly trained and qualified individuals in supporting the Company team.
    6. Both Parties together warrants that they will put in best efforts to resolve any disputes / issues, related to delays or failure of implementation, by means of professional mutual discussions and agreements there-on, before getting into the discussions of clause 13 (d) and 13 (e) above. 
    7. This Agreement, together with all Annexure A, attached hereto, with amendments incorporated from time to time, constitutes the entire Agreement between the parties relating to the subject matter hereof and supersedes all prior Agreements if any. There are no oral or implied Agreements and no oral or implied warranties or understanding between the parties.

 

IN WITNESS WHEREOF THE PARTIES TO THIS AGREEMENT HAVE SET THEIR HANDS ON THE DATE ABOVE WRITTEN

 

For, CR2 TECHNOLOGIES LTD.                                                           For, ________________________________

 

___________________________                                                        ____________________________________

Authorized Signatory                                                                                     Authorized Signatory

(                                               )                                                              (                                               )

Witness:

  1. ___________________________
  2. ___________________________