MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is entered into as of

_______ Sept of 2023

BETWEEN

XYZ, a Partnership Firm, with offices located at _______________________

(Hereinafter referred to as “Service Provider”, which expression, unless
repugnant to the context or meaning thereof, shall mean and include its
successors and assigns), on the First Part

AND

ABC Ltd., a limited liability company, with its principal office located at
_________________________ (Hereinafter referred to as “Client”, which
expression, unless repugnant to the context or meaning thereof, shall mean
and include its successors and assigns), on the Second Part.
WHEREAS, Client desires to engage Service Provider to perform professional
services for Client as may be requested from time to time by Client and
hereafter agreed upon in writing by Service Provider (the “Services”), in
accordance with the terms and conditions of this Agreement; and

WHEREAS, the Service Provider agrees to provide the Services to Client in

accordance with the terms and conditions of this Agreement, NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises
and covenants hereinafter expressed.

The parties hereby mutually agree as follows:

1. TERM: This Agreement shall be effective as of the date hereof and, unless
sooner terminated in accordance with its terms, shall continue in effect for
an initial term ending one year thereafter. The Agreement shall thereafter
continue in effect for successive one-year terms. Either party may terminate
this Agreement upon 30 days prior written notice to the other party, in
which event this Agreement shall expire on the last day of the 30 day notice
period (except for which the Services have not been completed on such date,
as to which this Agreement will terminate on completion thereof).

2. Definitions: For the purpose of this Agreement, the following terms shall
bear the meaning assigned hereunder:
(a) Acceptance: "Acceptance" means the date on which the Services
provided by the Service Provider are formally accepted by the Client.
Acceptance shall occur when the Client, after reviewing the deliverables
or work product, provides written confirmation or approval indicating
that the Services have been satisfactorily completed or comply with the
agreed-upon specifications, milestones, or acceptance criteria, as
defined in Exhibit A or any other relevant document mutually agreed
upon by the Parties. Acceptance shall trigger the commencement of any
applicable warranty or support periods, as specified in this Agreement
or related documentation.
(b) Agreement: "Agreement" refers to this Master Service Agreement,
which is entered into between the Parties mentioned above (Service
 Provider and Client). The Agreement encompasses all terms, conditions,
obligations, exhibits, addendums, and attachments hereto, and governs
the relationship and provision of Services between the Parties. This
Agreement, when executed, constitutes the entire understanding and
agreement between the Parties concerning the subject matter herein
and supersedes all prior agreements, discussions, or understandings,
whether oral or written, pertaining to the same.
(c) Code: "Code" shall mean computer programming code contained in the
Software. If not otherwise specified, Code shall include both Object
Code and Source Code, which means programming languages,
including all comments, procedural code, algorithms, scripts, and any
other related elements necessary for the functioning, modification, or
understanding of the software, whether in human-readable or machine-
readable form.
(d) Confidential Information: Confidential Information" encompasses all
non-public, proprietary, and sensitive information disclosed by one
Party to the other in the course of performing the Services, as defined
and governed by the provisions of the Confidentiality Agreement. The
definition and treatment of Confidential Information shall be in
accordance with the terms and conditions outlined in the
Confidentiality Agreement.
(e) Effective Date: "Effective Date" means the date of execution of this
Agreement, which shall be the date upon which both Parties have
signed this Agreement, or the date specified elsewhere in this Agreement
as the date on which it becomes effective, whichever is later.
(f) Intellectual Property Rights: "Intellectual Property" includes, but is
not limited to, copyrights, patents, trademarks, trade secrets,
proprietary software, know-how, inventions, designs, processes,
algorithms, databases, data collections, formulas, research findings,
reports, and any other intangible creations or proprietary rights,
whether registered or unregistered, arising out of or related to the
Services provided under this Agreement. Intellectual Property also
encompasses any improvements, modifications, or derivatives thereof
 developed during the course of providing the Services. All rights, title,
and interest in and to the Intellectual Property shall be governed by the
provisions of this Agreement, as well as any specific agreements or
terms related to Intellectual Property rights, as mutually agreed upon
in writing by the Parties.
(g) Price: "Price" refers to the total consideration or compensation to be
paid by the Client to the Service Provider for the Services availed as per
the terms and conditions of this Agreement. The Price includes all fees,
charges, expenses, and any applicable taxes, as specified in Exhibit B
or as otherwise agreed upon in writing between the Parties.
(h) Programs: "Programs" refer to the applications and computer
programs to be developed, created, or written by the Service Provider as
part of the Services provided under this Agreement. Programs may
include, but are not limited to, software applications, modules,
components, scripts, and any related code or digital assets designed to
fulfill the scope of work and requirements as mutually agreed upon in
writing between the Parties.
(i) Project: Minerva Infocom (the Service Provider) is engaged in the
development of software based on a Software as a Service ("SaaS") model
operating under MI Digital Autopilot, hereinafter referred to as “Project”.
(j) Services: "Services" refers to the professional services to be provided by
the Service Provider to the Client, including but not limited to
consulting, advisory, development, implementation, maintenance, or
any other services as described in Exhibit A attached hereto. The scope
of Services encompasses all tasks, deliverables, milestones, and
responsibilities outlined in Exhibit A. Additionally, the Parties may
agree to further services in writing through addendums or amendments
to this Agreement, which shall be considered part of the Services under
this Agreement. The Services shall be performed in accordance with the
terms and conditions of this Agreement.
(k) Force Majeure: "Force Majeure" refers to unforeseeable circumstances
or events beyond a Party's reasonable control, which may include, but
are not limited to, acts of nature, natural disasters, pandemics, strikes,
 labor disputes, wars, terrorist acts, government actions, power failures,
or any other extraordinary event that prevents or significantly hinders
a Party's ability to fulfill its obligations under this Agreement. The
specific provisions relating to Force Majeure are further detailed in
Section 22 of this Agreement.
(l) Scope of Work: "Scope of Work" means the comprehensive and detailed
description of the Services, including specific deliverables, milestones,
tasks, responsibilities, and any other relevant information related to the
execution and completion of the Services as outlined in Exhibit A
attached hereto. The Scope of Work serves as the guiding document for
the performance of the Services and defines the expectations and
requirements agreed upon by the Parties. Any modifications or
additions to the Scope of Work shall be made in accordance with the
procedures specified in this Agreement.
(m) Written Notice: "Written Notice" means communication sent in writing,
which may include, but is not limited to, traditional postal mail,
facsimile (fax), or email. The specific methods and requirements for
providing Written Notice are further detailed in Section 12 of this
Agreement, which outlines the procedures for communication,
notifications, and formal notices between the Parties.
(n) Amendment: "Amendment" refers to any modification, alteration, or
change made to this Agreement, including its terms and conditions, as
described, and governed by the provisions outlined in Section 26 of this
Agreement.
(o) Governing Laws: "Governing Law" means the laws and regulations of
the jurisdiction specified in Section 14 of this Agreement, which govern
the interpretation, validity, enforceability, and performance of this
Agreement.
(p) Dispute Resolution: "Dispute Resolution" outlines the procedures and
methods for resolving disputes between the Parties, as detailed in
Section 16.
3. Scope of Services: The Client shall, from time to time, identify any Services
which Client desires to be performed by the Service Provider. Following
consultation between Client and Service Provider and the decision by
Service Provider to provide the identified Services:
3.1 Identification of Services: The Client shall have the discretion to
identify any additional Services that the Client desires to be performed
by the Service Provider under this Agreement.
3.2 Consultation and Decision: Following the Client's identification of
additional Services, the Parties shall engage in consultation to
determine the feasibility, scope, and terms of providing the identified
Services. The Service Provider shall evaluate the identified Services
and, upon mutual agreement between the Parties, decide whether to
provide such Services.
3.3 Agreement on Services: If the Service Provider elects to provide the
identified Services and the Parties reach mutual agreement on the
scope, terms, fees, and any other relevant details related to the
additional Services, the Parties shall formalize this agreement in
writing through an addendum or other appropriate documentation.
Such documentation shall be incorporated into this Agreement and
considered part of the Scope of Services.

4. Price and Compensation:

4.1 Initial price: The parties agree that the pricing for the services to be
supplied under this Agreement will be as described in Exhibit B (or
any other applicable pricing schedule) attached to this Agreement. The
initial pricing will be in force for the duration of the Agreement's initial
term.
4.2 Price adjustments: At the beginning of each succeeding year from
the effective date of this agreement, the Service Provider shall assess
and shall change the pricing by 10% on account for changes in market
conditions, inflation, or other relevant considerations.
4.3 Compensation: Client shall pay the Service Provider’s fees calculated
at the Service Provider then-current standard rates. Such fees shall be
 payable to the Service Provider within seven (7) days after the receipt
of an invoice covering Services rendered hereunder not previously
invoiced. The invoice shall include a summary description of the
Services which were performed during the covered period. If any
amount is not paid within seven (7) days after it becomes due, Client
shall also pay Service Provider interest on that amount for the period
from its due date until it is paid in full. That interest shall be calculated
at a rate equal to twelve percent (12%) per annum (or the maximum
rate permitted by applicable law), and shall be payable on demand.
Any changes in reference to additions in the services provided by the
Service Provider, shall be subject to increase in the original price.

5. Confidentiality: The receiving party shall maintain in confidence and not

disclose to a third party the Confidential Information (as defined below) of
the disclosing party, using the same degree of care as it uses to protect the
confidentiality of its own confidential information of like nature, but no less
than a reasonable degree of care. Confidential Information means
information related to the subject matter the Project herein described
(including any third party information), and the business of the disclosing
party, which (i) derives economic value, actual or potential, from not being
generally known to or readily ascertainable by other persons who can
obtain economic value from the disclosure or use of the information, (ii) is
the subject of efforts by the disclosing party or owner of the third party
Confidential Information that are reasonable under the circumstances to
maintain the secrecy of the information, and (iii) is identified by either party
as “Confidential” and/or “Proprietary”, or which, under all of the
circumstances, ought reasonably to be treated as confidential and/or
proprietary, including this Agreement.

6. Intellectual Property Rights:

6.1 General: All Intellectual Property and related materials, includes but
not limited to, moral rights, goodwill, trade secrets, source codes,
applications for registrations or relevant registration, rights to any
 trademark, patent, copyright, trade name, and industrial design
(“Intellectual Property”) that is produced or developed under this
Service Agreement. The Client understands that the aforementioned is
a “work for hire” and shall be the sole property of the Service Provider.
Either party may not have any unauthorized use of Intellectual
Property for any purpose other than contracted for in this Service
Agreement unless the other have a prior written consent. Any pre-
existing intellectual property or materials owned or developed by either
party prior to the commencement of services under this Master
Services Agreement (MSA) shall remain the exclusive property of the
owning party. Any intellectual property created, developed, or
generated by one party in the course of performing services under this
MSA shall be and remain the exclusive property of the Service
Provider.
6.2 Client Data: Any data or information provided by the Client to the
Service Provider for the purpose of performing the services under this
MSA shall remain the property of the Client. The Service Provider shall
have no rights or ownership interest in such data, except as necessary
for the provision of services. The Service Provider agrees to use such
data only for the purpose of performing the services and shall take
reasonable measures to protect the confidentiality and security of such
data.
6.3 Third-Party Intellectual Property: The parties shall respect the
intellectual property rights of third parties and agree not to incorporate
any third-party intellectual property into the services or deliverables
without obtaining the necessary permissions or licenses.
6.4 Inventions: Any inventions, innovations, or improvements developed
during the performance of services under this MSA shall be the
exclusive rights of the Service Provider.
6.5 Survival: The provisions of this Intellectual Property Rights Clause
shall survive the termination or expiration of this Agreement, including
any obligations related to the protection of confidential information
and the return of proprietary materials.
7. Acceptance and Deliverables: The Service Provider hereby assigns to
Client that by virtue of their description or specification as mentioned in
Exhibit A, the software would be uploaded in the server by the Service
Provider. If Client reasonably determines that a Deliverable fails in any
material respect to meet the specifications and/or other acceptance criteria
mutually agreed upon by the parties, Client shall promptly, after the
onboarding by the Service Provider of the project, notify the Service provider
in writing of such failure, and specify in reasonable details the nature and
extent within 30 days of such failure. At time of such a Deliverable so meets
such specifications and/or other acceptance criteria, Client shall issue a
writing indicating its acceptance of such Deliverable. Once accepted, Client
may not thereafter reject any interim Deliverable by the Service Provider.

8. Warranties and Liabilities:

8.1 The Service Provider warrants that it will exercise due professional
care and competence in the performance of the Services. The Service
Provider acknowledges only that Service Provider’s personnel shall
perform the Services pursuant to the reasonable instructions of
Client.
8.2 Neither party shall be liable for any indirect, special, consequential,
or incidental damages arising out of or relating to this Agreement,
including but not limited to loss of profits, loss of business, or loss of
data, even if such damages were anticipated.
8.3 Each party's total liability is limited to the amount paid or payable by
the Client to the Service Provider for services performed during the
three (3) months preceding the incident giving rise to the claim.
9. Indemnity:
9.1 The XYZ shall indemnify, defend, and hold harmless the Indemnities
against any liability, damage, loss, or expense (including reasonable
attorney’s fees and expenses of litigation) incurred by or imposed upon any
of the ABC’s Indemnities in connection with any third party claims, suits,
actions, demands or judgments (“Claims”) under any theory of liability
 (including without limitation actions in the form of tort, warranty, or strict
liability).
10. Termination:
10.1 Convenience: Either party reserves the right to terminate this
agreement, in whole or in part, for its convenience, at any time,
without cause and without incurring any liability except as provided
in this clause, by giving a notice of thirty (30) days.
10.2 Breach: Either party may terminate this Agreement in the event of
a material breach of this Agreement by the other party (which shall
include any failure by Client to make timely payment of any fees or
reimbursement of expenses due under this Agreement), which
breach is not cured within thirty (30) days, or such other reasonable
period if the breach cannot reasonably be cured within fifteen (15)
days, after receipt of written notice by the breaching party. The
failure to cure such breach as stated in the preceding sentence shall
result in the termination of this Agreement.
10.3 Bankruptcy: Either party may terminate this Agreement and all
SOWs hereunder effective immediately upon giving notification
thereof in the event the other party is adjudged insolvent or
bankrupt, or upon the institution of any proceeding against the other
party seeking relief, reorganization or arrangement under any laws
relating to insolvency, or for the making of any assignment for the
benefit of creditors, or upon the appointment of a receiver, liquidator
or trustee of any of the other party’s property or assets, or upon
liquidation, dissolution or winding up of the other party’s business.
10.4 Providing Backup Data: That the Service Provider will not be liable
by any means, to provide the data backup after seven (7) days of the
termination of this Agreement.

11 Relationship of Parties:
11.1 No Special Relationship: Nothing contained herein or relating to the
subject matter hereof shall be construed to create an employment,
principal-agent, or fiduciary relationship, or a partnership or joint
 venture, or any relationship other than a contractual relationship,
between Client and the Service Provider, and neither party shall have
the right, power or authority to obligate or bind the other in any
manner whatsoever absent written consent. The Service Provider will
provide Services as an independent contractor. The Service Provider
does not undertake by this Agreement or otherwise to perform any
obligation of Client, whether regulatory or contractual, or to assume
any responsibility for Client’s business or operations.
11.2 Client-specific Responsibilities: Client shall
(i) Have the overall direction and responsibility for all Services;
(ii) Provide the Service Provider, in a timely fashion, with all
information reasonably required for the performance of the
Services;
(iii) Provide Service Provider with reasonable and legal access to and
use of the systems, data, software and premises necessary for the
performance of the Services;
(iv) Cooperate fully in the providing of Services;
(v) Provide adequate resources in accordance with the Agreement to
facilitate the performance of the Services;
(vi) Participate in the conduct of training sessions, if required;
(vii) Timely participate in meetings and make its personnel readily
available for such meeting.
(viii) Assign personnel with relevant training and experience to work
as part of a project team with the Service Provider or in
consultation with the Service Provider’s personnel;
(ix) Client agrees that it shall not disclose or provide access to any
items which are subject to Indian laws, regulations prior written
agreement between the Parties.

12 Notices: Except as otherwise specifically provided in this Agreement, all

notices required under this Agreement will be in writing. Notices will be
deemed given three days after deposit in regular mail postage pre-paid,
the day following overnight delivery by a reputable courier, or on the day
 hand delivered. All communications will be sent to the receiving party’s
address as set forth below or to such other address that the receiving party
may have provided for purposes of receiving notices as provided in this
Section 11.
13. Assignment and Subcontracting:
13.1 Prohibition on Assignment and Subcontracting: The Parties to this
Agreement shall not have the right to assign, transfer, or subcontract,
in whole or in part, the responsibilities, rights, obligations, or
performance of the Services they have agreed to under this Agreement
to any other party or individual without the prior written consent and
approval of both Parties.
13.2 Exceptions: Notwithstanding the above, either Party may assign this
Agreement to a successor entity or acquirer in connection with a
merger, acquisition, or sale of all or substantially all of its assets,
provided that the assignee agrees in writing to assume all rights and
obligations under this Agreement. Such assignment shall not relieve
the assigning Party of its obligations and liabilities hereunder unless
otherwise agreed upon in writing.
14. No Exclusivity:
14.1 Non-Exclusivity: The Parties subject to this Agreement understand
and acknowledge that this Agreement is non-exclusive. Each Party
respectively agrees and acknowledges that they are not restricted or
prohibited from entering into similar agreements, relationships, or
arrangements with other parties, whether during the term of this
Agreement or thereafter.
14.2 No Impediment: The non-exclusivity provision herein shall not be
construed as preventing or limiting the Parties from pursuing any other
business opportunities, partnerships, or agreements, even if such
opportunities or agreements are similar to or compete with the services
provided under this Agreement.
15. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of West Bengal, India, without regard to its
conflict of law principles. Any disputes arising under or in connection with
 this Agreement shall be subject to the exclusive jurisdiction of the courts
in Kolkata. Whereas, any dispute arising thereof in terms of this
Agreement, shall be resolved by the means of Arbitration as per the Indian
Laws.
16. Dispute Resolution: Parties to this Agreement shall first attempt to settle
any dispute through good-faith negotiation. If the dispute cannot be
settled between the parties via negotiation, either party may initiate
mediation or binding arbitration in the State of West Bengal. The seat of
Arbitration would be India. If the parties do not wish to mediate or
arbitrate the dispute and litigation is necessary, this Agreement will be
interpreted based on the laws of India, without regard to the conflict of
law provisions of such state. The Parties agree the dispute will be resolved
in a court of competent jurisdiction in the State of West Bengal.

17. Attorney’s Fees: In the event of any legal action to enforce or interpret
the terms of this Agreement, the prevailing Party shall be entitled to
recover its reasonable attorneys' fees and costs.

18. Counterparts: This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall be
deemed to be one and the same agreement.

19. No Third Party Beneficiaries: This Agreement is entered solely by and

between, and may be enforced only by, the Service Provider and Client.
This Agreement shall not be deemed to create any rights in or obligations
to any third parties.

20. Non-Solicitation: During the term of the Agreement and for a period of
three (3) years following its termination, neither party shall, as a result of
becoming aware of any employee of the other party who is connected with
the performance of the Agreement, directly or indirectly solicit or hire (or
utilize as an independent contractor) such employee, provided that
 nothing herein shall prohibit a party from hiring an employee in response
to a general solicitation for employment.
21. Order of Precedence: In the event of any inconsistency between or among
the documents listed below, the following order of precedence shall govern:
21.1 This Agreement: The main body of this Agreement, including all
its provisions, terms, and conditions.
21.2 Counterparts: Any Counterparts or additional agreements that
have been duly signed and executed by the Parties as part of this
Agreement.
22. Force Majeure: Neither party shall be liable for failure to fulfill its
obligations under this Agreement (other than a failure to pay money) if
that failure is caused, directly or indirectly, by flood, communications
failure, extreme weather, fire, mud slide, earthquake, or other natural
calamity or act of God, interruption in water, electricity, heating or air
conditioning (depending on the season), acts of terrorism, riots, civil
disorders, rebellions or revolutions, acts of governmental agencies,
epidemics, quarantines, embargoes, malicious acts of third parties, acts
of a common carrier (e.g., Federal Express, UPS, or Postal Service), labor
disputes affecting vendors, or any other similar cause beyond the
reasonable control of that party (each, a “Force Majeure Event”).

23. Binding Nature: This Agreement shall be legally binding upon, and inure
to the benefit of, the Parties hereto and their respective legal
representatives, successors, and permitted assigns.

24. Severability: If any provision of this Agreement, or the application thereof,

shall for any reason and to any extent be determined by a court of
competent jurisdiction to be invalid or unenforceable, such provision shall
be modified or interpreted by the court so as to reasonably effect the intent
of the parties and the parties shall replace any such invalid or
unenforceable provision with valid and enforceable provision(s) that are
consistent with the modification or interpretation made by the court. All
other provisions of this Agreement shall remain in full force and effect.
25. Entire Agreement: This Agreement hereunder constitute the entire
agreement between the parties with respect to the subject matter hereof,
and supersede any and all prior or contemporaneous written or oral
communications between the parties. Except as expressly set forth herein,
no other prior or contemporaneous covenants, promises, representations
or warranties of any kind, whether written or oral, have been made or can
be relied on by either party as an inducement to enter into this Agreement,
whether relating to the tools, resources, practices or otherwise of any party
hereto.

26. Amendments: This Agreement may be amended only by a written

agreement executed and signed by all of the Parties hereto. Such written
agreement shall specify the nature of the amendment and shall become
an integral part of this Agreement upon execution.

27. No Oral Modification: This Agreement shall not be amended or otherwise

modified, except by a later written agreement that expressly states that it
is an amendment or modification and that is signed by both parties.
Except as set forth in such amendment or modification, no provision or
statement in any document delivered in connection with this Agreement
shall impose any additional obligation on the Service Provider.

28. No Waiver: No waiver or failure to exercise any option, right, or privilege

under the terms of this Agreement by either of the Parties hereto on any
occasion or occasions shall be construed to be a waiver of the same on
any other occasion or of any other option, right, or privilege. A waiver, to
be effective, must be in writing and signed by the waiving Party.

29. Headings and References: The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this
 Agreement to Sections shall, unless otherwise provided, refer to Sections
hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this

Master Service Agreement as of the Effective Date.

WITNESSES: PARTIES TO THE AGREEMENT:

1. 1.

(SERVICE PROVIDER)

2. 2.

(CLIENT)

IDENTIFIED BY ME NOTARY PUBLIC

ADVOCATE