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Master Service Agreement

Tvarit Solutions Private Limited


and
STEP One Step Ahead LLP

Master Services Agreement

emSigner Envelope No:OT/PF/DEC/2024/1347831-OT/PF/DEC/2024/2637290


Master Service Agreement

Tvarit Solutions Private Limited


Parties
Paranjape Building, 2nd Floor, Opp. VMC Gas Office,
Dandia Bazar, Vadodara, Gujarat - 390001
Attn: [Jayant Gupta, [email protected]]
(Company/ Tvarit)
STEP One Step Ahead LLP
3rd Floor, B Wing, Shah Industrial Estate, Saki Vihar Road,
Andheri (East), Mumbai, Maharashtra 400072
[[email protected]]
(Service Provider)

Commencement
November 03, 2024
Date

Recitals A. Tvarit has developed an AI platform/ software with a vision


to drive the world towards sustainable and zero-waste
manufacturing. The Platform is hosted on Tvarit Cloud
Infrastructure.

B. The Service Provider has represented that it engages in,


and has extensive experience of RPA (Robotic Process
Automation), and is desirous of working with the Company
for providing its services.

C. The Company is willing to engage the Service Provider for


providing services, as detailed hereunder, to the Company,
its Affiliate/s, and Customers, on the terms hereinafter
agreed;

D. This Agreement sets out the terms and conditions upon


which the Services will be provided.

The parties agree as follows:

Master Services Agreement Page 1

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Definitions and Interpretation

Definitions
In this Agreement:

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under
common control with the subject entity. “Control,” for purposes of this definition, means
direct or indirect ownership or control of the subject entity.

Agreement means this agreement (including any schedules, and SoWs issued under
this Agreement) and any document that varies or supplements it;

Consequential Loss means any loss or damage which is indirect, consequential, special,
punitive, exemplary or incidental, including any loss of profit, revenue, anticipated savings
or business opportunity, loss or corruption of data or systems, damage to goodwill or
reputation, however caused or arising as a result of this Agreement;

Confidential Information means any information provided by the Disclosing Party or any
of its Representatives to the Receiving Party, or otherwise obtained by the Receiving
Party or any of its Representatives, whether obtained before or after execution of the
Agreement, in connection with the Disclosing Party, its Affiliates and customers, the
Services or this Agreement. It includes:

(a) all confidential business information, documents, records, financial information,


reports, technical information and forecasts which relate to the Disclosing Party or
the business of the Disclosing Party;

(b) Intellectual Property of the Disclosing Party, including the Developed Intellectual
Property;

(c) the terms and conditions of this Agreement; and

(d) any information created under or arising out of the provision of Services under this
Agreement.

but excludes information which:

(e) is in or becomes part of the public domain, other than through a breach of this
Agreement or an obligation of confidence owed to the Disclosing Party or any of its
Representatives;

(f) was known to the Receiving Party at the time of disclosure, unless such knowledge
arose through breach of an obligation of confidence; or

(g) the Receiving Party can prove by contemporaneous written documentation was
independently acquired or developed without breaching any of the obligations set
out in this Agreement;

Deliverables means the deliverables, including any updates, and outputs from the
Services as described in this Agreement, any documentation provided and all other
material created by the Service Provider as part of the Services.

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Developed Intellectual Property means Intellectual Property that is discovered,
developed or has otherwise come into existence as a result of, for the purposes of, or in
connection with the performance of the Services or under this Agreement or a SOW.

Disclosing Party means a party to this Agreement that discloses Confidential Information
to the other party to this Agreement;

Fees mean the fees for the provision of the Services as set out in this Agreement or in a
SOW;

Force Majeure Event means any of the following events which are unforeseen by,
beyond the control of and occurs without fault or negligence by the party prevented from
or delayed in performing the obligation:

(h) acts of god, earthquake, fire, flood, storm;

(i) war, riot, insurrection, vandalism or sabotage;

(j) strikes, labour disputes and other forms of industrial disturbance;

(k) epidemic or pandemic; or

(l) power shortage, breakdown of plant, machinery or equipment;

Intellectual Property means all present and future rights conferred under statute,
common law or equity, title and interests in and to the patents, trademarks, service marks,
trade names, registered designs, copyrights, rights of privacy and publicity and other
forms of intellectual property, know-how, inventions, formulae, confidential or secret
processes, trade secrets, any other protected rights or assets and any licenses and
permissions in connection therewith, in each and any part of the world and whether or not
registered or registrable and for the full period thereof, and all extensions and renewals
thereof, and all applications for registration in connection with the foregoing and
“Intellectual Property Rights” shall mean all rights in respect of the Intellectual Property.

Loss means any loss including any liability, cost, expense (including legal costs on a full
indemnity basis), claim, proceeding, action, demand, penalties or damage and any costs
or expenses referable to time spent by a Representative of a party, involved in, or
preparing for any claim, proceeding, action or demand;

Receiving Party means a party to this Agreement that receives Confidential Information
from the other party to this Agreement;

Representative means any director, officer, employee, agent, contractor, subcontractor,


adviser or Affiliate of a party;

Resource means the person provided by the Service Provider to the Company for the
purposes of providing Services under this Agreement;

Services means the services set out in this Agreement or in a Statement of Work;

Statement of Work (SOW) means a document setting out the details and specifications
of the services, fees and/ or such other and further details or terms as the Parties may
agree in relation to this Agreement;

Third Party Product means any third-party software, hardware or services used by either
party in connection with this Agreement.

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Interpretation
In this Agreement unless a contrary intention is expressed:
(a) headings and italicised, highlighted or bold type do not affect the interpretation of
this Agreement;
(b) a reference to a document (including this agreement) includes all amendments
or supplements to, or replacements or novations of, that document;
(c) a reference to a party to any document includes that party's successors and
permitted assigns;
(d) a reference to a statute or regulation includes all statutes, regulations,
proclamations, amending, consolidating or replacing it and a reference to a
statute includes all regulations, proclamations, ordinances and by-laws issued
under that statute;
(e) a provision of this Agreement may not be construed adversely to a party solely
on the ground that the party was responsible for the preparation of this Agreement
or the preparation or proposal of that provision; and
(f) specifying anything in this Agreement after the words "include", "including", "for
example", "such as" or similar expressions does not limit what else is included
unless there is express wording to the contrary.

Services

Provision of the Services


The Service Provider shall provide the Company, and/ or its Affiliates, and/ or its
customers, the Services and Deliverables as directed by the Company and as set forth
in each SOW. Unless otherwise agreed in the SOW, the Service provider shall provide
the following services:
Roles Responsibilities Deliverables
RPA 1.Responsible for leadership in execution of all RPA
Implementatio milestones Proposal
n Manager RPA Project
2.Planning and Tracking Deliverables Planning Daily
Status
3.Identifying Implementation Risk and Mitigate
Report Weekly
4.Project Status Updates DSR, WSR, etc. Status Report Monthly
5.Co-Ordinate with Business Users, IT Team, Status
RPA Team and handling end to end delivery Report WBS
Report
6.Planning and Tracking effort, cost estimations
7.Creating and Managing Sprint, Scrum cal

RPA 1.Understanding Proces Process Definition


Business Document Change
Analyst 2.Feasibility Study Management and
Impact Analysis
3.Prepare As-IS and To-BE Process Flo
Tracker
4.Designing Process Definition Document

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5.Handling Changes and Impact Analysis
6.Define Scope / Out of Scope activity
7.Exception and Handling
8.Conduct UAT with Business Users

RPA Solution 1.Designing BOT Architecture Solution Design


Document Code
Architect/ 2.Providing Technical Solutions Review Document
Technical 3.Code Review Architecture Level Main
Workflow
4.Code Branching
Manager
5.Maintain Version Control
6.BOT Infrastructure Review and Setu
7.Architecture Level Development
8.Designing SDD

Senior RPA 1.Understand Process Workflow


Developer Development
2.Understand Solution Designed by Solution
Architect

3.Workflow Development
4.Unit Testing
5.Bug Fixation
6.Infrastructure Setup
7.BOT Monitoring and Support

RPA Tester 1.Understanding Process and preparing Process RTM


Traceability Matrix Test Case
Designing Test
2.Design Test Cases Execution
3.Test Execution Report Defect
Report
4.Defects Reporting and Re-testing Dry Run Execution
5. BOT Dry Runs

Each SOW shall be governed by the terms and conditions of this Agreement and may
specify:
Description of the Services and Deliverables;
Schedule of performance of the Services;
Fees and the schedule of payment
Other terms, as agreed.

Even where not explicitly specified, in the event of any conflict between the terms of this
Agreement and the SoW, the terms of the SoW shall control, if there is no possibility of a
harmonious construction.

Master Services Agreement Page 5

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Service Provider Obligations
provide the Services in accordance with the applicable Statement of Work, in a
timely and professional manner.
ensure that the Services and/or Deliverables meet the agreed standards as per
the applicable Statement of Work.
ensure that, while providing the Services and/or Deliverables, it exercises due
care, skill and judgment, and shall ensure the same for its Resources.
unless otherwise agreed in a Statement of Work, provide timely status and
progress reports to the Company.
use reasonable endeavours to co-operate with the Company in all matters
relating to the Services.
It is agreed that during the term of a SoW, the Resource/s shall not be involved
in performing work for any other business or undertaking, that is competitive to
the business of the Company or its Affiliates.
The Resources are allowed leaves as per the policy of the Service Provider. It
shall however be ensured that any leave/s taken by any Resource does not
impact or hamper the performance of Services.

Deliverables
Without foregoing the generality of the above provisions, for SOWs, where specific
Resources are engaged to work on the project, the Service Provider will provide the
Company with:
(A) Unless otherwise agreed in the SOW, monthly timesheets, in the format agreed
between the parties with details on time spent and tasks performed by every
Resource on the project.
(B) The Company shall raise any questions or objections to the Deliverables within 1
week of their submission.

Replacement
The Service Provider shall:
Upon notice from the Company in writing, for any reason (other than a reason
prohibited by applicable Laws), remove any Resource performing Services under
this Agreement within thirty (30) days of receiving such notice from the Company.
not replace or reassign any key Resource until the applicable Services are
completed, unless the Company consents to such reassignment or replacement;
or such Resource, voluntarily resigns from, or is dismissed by, the Service
Provider; fails to perform his or her duties and responsibilities under this
Agreement; or dies or is disabled.
maintain backup and replacement procedures for the Resources supplied under
this Agreement to assure an orderly succession and maintain continuity of the
Services.
ensure that any Resource replaced, removed under this clause shall provide
proper handover to ensure continuity of Services.

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Invoicing and Fees

The Service Provider shall receive the Fees specified in a SOW issued
under this Agreement.

Unless otherwise agreed in the concerned SoW, the Service Provider shall
issue invoices to the Company, at the end of each calendar month provided
that the timesheets and deliverables for the relevant month are approved.

All invoices will be raised and received in INR only and shall be
accompanied by such documentation and contain such information as
required by the Company, unless otherwise agreed.

The Company shall pay the Fees to the Service Provider by electronic funds
transfer (or as otherwise agreed) within thirty (30) days of the receipt of the
invoice by the Company. The Company shall make the payment after
making deductions on account of withholding tax as per applicable laws.
The Fee is exclusive of GST, which shall be charged separately in the
invoice at the prevalent rate as per applicable law.

The Company may also reimburse the Service Provider for all reasonable
and appropriately substantiated out-of-pocket expenses incurred by
Service Provider or its Representative at the request of the Company, in
the course of rendering Services under this Agreement. All expenses must
be pre-approved in writing by Company and must be incurred in
compliance with the Company's policy/ directions.

If applicable, the Service Provider shall raise invoices in accordance with


the GST Act, 2017 and applicable rules, as amended from time to time. The
Service Provider hereby indemnifies the Company against any loss or
damage caused to the Company on account of any negligent act of the
Service Provider in complying with the provisions of the GST Act and
applicable rules, including on account of input credit tax.

General Warranties and Representations

Each party represents and warrants that:


a. it has full corporate power to enter into and give effect to this Agreement and the
transactions contemplated under this Agreement;
b. It has taken all necessary action to authorise the execution, delivery and
performance of this Agreement;
c. The execution, delivery and performance of this Agreement does not contravene
any contractual, legal or other obligations that apply to it;
d. the obligations under the Agreement will be valid, binding and enforceable; and

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e. it has and will continue to comply with all applicable laws, regulations and
procedures while performing its obligations under this Agreement, including laws
related to anti-bribery and anti-corruption.

The Service Provider represents and warrants that it has the necessary
knowledge, expertise, resources and full rights, legal capacity and
authority to enter into and perform the obligation under this Agreement,
and that all the work done and delivered hereunder will be in accordance
with all requirements and specification as provided in this Agreement or a
SOW and applicable laws, rules and regulations. The Service Provider
further represents and warrants that the performance of its obligations
under this Agreement will not violate any of its agreement with any third
party.

Liability and Indemnity

Mutual Limitation of Liability


a. Each party shall be responsible for its own facilities and materials provided or
used in the performance of this Agreement. Neither party is liable to the other
party in contract, tort, negligence, breach of statutory duty or otherwise for any
Consequential Loss.
b. The Service Provider shall solely be responsible for any tax compliances/
liabilities and superannuation of the Resources under this Agreement.

Liability and Indemnities


a. The Service Provider shall be liable for, and shall indemnify the Company and its
Representatives from and against, any Loss incurred by the Company or its
Representatives arising out of or in connection with a breach by the Service
Provider or its Representatives of its/ their obligations under this Agreement; and
any unlawful, negligent, or wrongful act or omission of the Service Provider or its
Representatives in connection with this Agreement.
b. The Service Provider shall indemnify and hold harmless, the Company and its
Representatives, from and against any claim brought by a third-party alleging
infringement or misappropriation of its intellectual property rights, with respect to
a Third Party Product provided/ used by us during the provision of Services,
c. All warranties, conditions and other terms implied by statute or common law are
excluded from this Agreement unless otherwise stated in this Agreement, to the
fullest extent permitted by law. However, nothing in this Agreement limits or
excludes the liability of any Party, on account of death or personal injury caused
by the negligence of that party; or for fraud or fraudulent misrepresentation; or in
any way that is not permitted under applicable law.

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Confidentiality and Intellectual Property

Obligations of confidence
Where a Receiving Party receives Confidential Information from the Disclosing Party
under this Agreement, the Receiving Party must:
keep the Confidential Information strictly confidential;
not use, disclose or reproduce the Confidential Information for any purpose other
than the purposes of this Agreement;
not, without the prior written consent of the Disclosing Party, disclose Confidential
Information to any person other than its Representatives who need the
information for the purposes of this Agreement, provided that they are bound by
the same or similar confidentiality obligations as contained in this Agreement; and
establish and maintain effective security measures to safeguard the Confidential
Information from unauthorised access, use, copying or disclosure.

Further permitted use and disclosure


Notwithstanding the foregoing clause, the Receiving Party may use or disclose
Confidential Information to the extent necessary to comply with any law or binding
directive of a regulator or a court order, provided that the Receiving Party promptly notifies
the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party,
at its sole expense, may seek to make such disclosure subject to a protective order or
other appropriate remedy to preserve the confidentiality of the Confidential Information.

Responsibility for Representatives


The Receiving Party must ensure that its Representatives do not do, or omit to do,
anything which if done or omitted to be done by the Receiving Party, would breach this
confidentiality clause.

Notification of unauthorised use


The Receiving Party must immediately notify the Disclosing Party of any potential,
suspected or actual unauthorised use, copying or disclosure of the Confidential
Information.

Data Protection
The Receiving Party shall comply with the Digital Personal Protection Act, 2023, as
amended from time to time, and applicable rules made thereunder with respect to any
personal data, that it may obtain and/ or process under this Agreement and shall use the
personal data solely for the purposes of this Agreement.

Return of Confidential Information


The Receiving Party must on demand or on the termination or expiration
of this Agreement, return to the Disclosing Party, or destroy if requested
by the Disclosing Party, any documents in its possession, power or
control containing Confidential Information.

Master Services Agreement Page 9

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The Receiving Party must not retain copies of any Confidential
Information in any form, except to the extent required by law.

Neither Party shall make the existence or terms of this Agreement public.

The Parties have also entered into an NDA dated 03.11.2022, the terms of which
shall apply additionally between them, and shall be deemed to be included herein
for all intents and purposes, as if fully set forth herein. Notwithstanding the
expiration of the NDA, the Service Provider shall remain bound by its terms
throughout the duration of this Agreement.

Obligations to continue after agreement ends


All obligations of confidence set out in this Agreement continue in full force and effect
after the termination of this Agreement.

Intellectual Property
The Service Provider agrees that all the Developed Intellectual Property
during the term of this Agreement is wholly owned by and shall be the
sole property of the Company. The Service Provider or its Resource shall
not, directly or indirectly claim ownership of the Developed Intellectual
Property arising in connection with or under this Agreement, at any time
during or after the termination or expiration of this Agreement.
The Service Provider and its Resource shall cooperate with the Company
and assist it in obtaining any legal protection for the Developed
Intellectual Property developed under this Agreement for no additional
compensation.
As a precautionary measure, the Service Provider and its Resource
hereby transfers to the Company, all Intellectual Property Rights that
have arisen or are still arising from each of them or will arise under this
Agreement, individually or jointly, in each case in their person irrespective
of the applicable law, with effect from the time at which these rights arise
in each case, and the Company hereby accepts such transfers. The
transferred or granted rights in each case include in particular the right to
redesign, rework, duplicate, distribute, rent, publicly reproduce, make
available to the public, publish or otherwise to exploit such right. They
also include all as yet unknown forms of exploitation of the respective
Intellectual Property Rights.
This Agreement does not create in or transfer to any person, any
ownership, license, rights, or interest in the Confidential Information or
the pre-existing Intellectual Property of the Company.
The Service Provider is not allowed to, in any manner, use the logo,
brand name of the Company without the prior written approval of the
Company.
The Parties may also enter into an IP Agreement separately, the terms
of which shall apply additionally between them, and shall be deemed to
be included herein for all intents and purposes, as if fully set forth herein.

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Non-Compete and Non-Solicitation

The Service Provider shall not, during the term of this Agreement and for a
period of 2 (two) years post termination or expiration of this Agreement,
develop any products, concepts, systems or techniques that are similar to
or compete with the products, concepts, systems or techniques
contemplated by or embodied in the Confidential Information provided by
the Company under this Agreement.

The Service Provider agrees that for the term of this Agreement and for a
period of 2 (two) years post termination or expiration of this Agreement, it
will not, without the Company’s prior written consent, directly or indirectly,
solicit or encourage or attempt to induce for employment or any other work
or commercial relationship, any of Company’s or its Affiliate’s employees,
clients/ customers or contractors.

The Service Provider shall not, either during the course of this Agreement
or any time after its termination or expiration, directly or indirectly
disparage the Company in any way, or make negative, derogatory,
defamatory, or untrue statements about the Company or its directors,
managers, officers, employees, affiliates, agents, or representatives.

Term and Termination

Term

This Agreement will commence on the Commencement Date and remain in force for a
period of one (1) year, unless terminated in accordance with this Agreement. The
Agreement may be extended for such further period, and on such terms as the parties
may mutually agree in writing.

Termination
Either party may terminate this Agreement by written notice to the other:
Where the other party commits a breach of any term of this Agreement and (to
the extent that it can be remedied) fails to remedy that breach within a period of
30 days after being notified in writing to do so; or
By giving a written notice of not less than 60 days to the other Party, without
assigning any reason; or
The other party is the subject of an Insolvency Event.

The Company may terminate this Agreement or any Statement of Work immediately and
without prior notice if:
a. the Service Provider or any of the Resource is guilty of any serious misconduct;

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b. the Service Provider or any of the Resource commits any repeated or fundamental
breach of this Agreement, fails to comply with the Company's policies or any
reasonable and lawful directions of the Company, or is negligent or incompetent in
performing the Services and does not remedy such default within a reasonable time
of being asked to do so;
c. the Service Provider or any of the Resource commits a serious criminal offence or
acts in any way dishonestly, whether or not while providing the Services, that or acts
in any way dishonestly, whether or not while providing the Services, that damages or
is likely to damage the Company's reputation;
d. the Service Provider refuses to or is unable to perform the Services or is in breach of
any material provisions of this Agreement.

Consequences
On the termination of this Agreement for any reason:
each party retains its accrued rights in respect of any breach by the other party;
and
unless disputed, the Company must pay the Fees and any costs incurred by the
Service Provider in connection with the Services provided up to the date of
termination.

Continuing obligations
Unless provided under this Agreement, any clauses which by their nature are intended to
survive the termination of this Agreement will remain in force after the termination of this
Agreement.

Dispute Resolution and Remedies

Discussion and Arbitration


In the event of any dispute arising out of or relation to this Agreement, the Parties
shall try and resolve the dispute amicably in good faith through negotiations. If
the parties are unable to settle the dispute in good faith, within a maximum period
of 60 days, the Parties agree to submit the same for arbitration to a sole arbitrator,
mutually appointed by the Parties. In the event that the Parties cannot agree upon
a sole arbitrator, each Party shall appoint an arbitrator and the two arbitrators
shall mutually appoint the third presiding arbitrator.
The arbitration proceedings shall be conducted and administered by the
International and Domestic Arbitration Centre, India (IDAC India) in accordance
with the IDAC India Rules for the time being in force, without recourse to the
ordinary courts of law. IDAC India's rules are deemed to be incorporated by
reference in this clause.
The parties agree that any arbitration commenced pursuant to this clause shall
be conducted in accordance with the Expedited Procedure set out in Article 14.1
B. of the IDAC Rules. The Tribunal shall consist of one arbitrator under the
expedited procedure and shall be seated at Vadodara. The Arbitration

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Proceedings will be held at Vadodara. The language of the arbitration shall be
English. The Procedural and substantive law applicable to the dispute is Indian
Law. The award of the arbitration proceedings shall be final and binding on the
Parties. Arbitration proceedings may be conducted through video conferencing,
if agreed by both the parties and allowed by the Arbitrator/s.
Nothing in this clause prevents a party from making an application to a court for
interlocutory or other urgent relief.
The Service Provider further agrees that all payments under this Agreement shall
be paused forthwith upon the intimation by the Company of a delivery mismatch
or failure in achieving KPIs or any other deficiency in the Services. Such pause
shall only be lifted upon successful resolution of the dispute.

Remedies
The Service Provider agrees that the Company will suffer irreparable injury in
case of any breach of this Agreement by the Service Provider, and that the
Company shall be entitled to obtain injunctive relief against a threatened breach
or continuation of any such breach and, in the event of such breach, an award of
actual and exemplary damages from any court of competent jurisdiction, in
addition to any other remedy that the Company may have in law or equity.

Force Majeure

Force Majeure Event


If a party is prevented from or delayed in performing an obligation under this Agreement
(“Affected Party”) by a Force Majeure Event, the obligation is suspended during, but for
no longer than, the period such Force Majeure Event continues, provided however that:
(1) such Force Majeure Event is beyond the control of the Affected Party and could not
be prevented by appropriate precautions; (2) the Affected Party is diligently attempting to
recommence performance (including through alternate means).

Notification and termination


The Affected Party must promptly notify the other party of its inability to perform the
obligation due to the Force Majeure Event.
If the Affected Party does not remove or work around the Force Majeure Event within 30
days from its occurrence, then the other Party may terminate this Agreement and any
SOWs as of the date (including immediately) specified by such Party in a termination
notice to the Affected Party.

General

Notices
Any notice, demand, consent, approval, request or other communication (Notice) to be
given under this Agreement must be in writing and must be given to the recipient at its

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address provided above (or as updated by the recipient and notified to the sender from
time to time) by being hand delivered, or prepaid first-class post or sent by email.

Relationship
Nothing contained or implied in this Agreement constitutes a party as a partner, agent or
legal representative of the other party for any purpose, or creates any partnership,
employment, agency or trust. Neither party has the authority to bind the other party in any
way.

Severability
Although the restrictions, covenants contained in this Agreement are considered by the
parties to be reasonable and valid, if any such restriction, covenant is found by a court of
competent jurisdiction to be unenforceable, such provision will be modified, rewritten or
interpreted to include as much of its nature and scope as will render it enforceable. If it
cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not
be given effect, and the remainder of the Agreement will be enforced as if such provision
was not included.

Assignment
Except as otherwise agreed in writing, the Service Provider shall not sell, assign, or
delegate any rights or obligations under this Agreement. Upon prior written notice to
Service Provider, the Company may assign its rights to any Affiliate of the Company,
provided that such affiliate agrees in writing to assume all rights and responsibilities of
the Company hereunder.

Waiver
A party’s failure to exercise a power or right does not operate as a waiver of that power
or right.

Variation
An amendment or variation to this Agreement is not effective unless it is in writing and
signed by the parties.

Governing Law and Jurisdiction


The validity, construction and performance of this Agreement shall be governed and
construed in accordance with the laws of India applicable to contracts made and to be
wholly performed therein, without giving effect to any conflict of laws provisions thereof.
The parties irrevocably submit to the exclusive jurisdiction of the courts of Vadodara,
Gujarat.

Entire Agreement
This Agreement constitutes the entire agreement between the parties in respect of the
Services, and supersedes all prior agreements, representations, negotiations and
correspondence. There are no collateral agreements to this Agreement other than the
SOWs issued hereunder.

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Execution page

Executed as an agreement on the Commencement Date.

Signed for and on behalf of Tvarit Solutions


Private Limited by an authorised officer:

Sharmil Parikh
Name of authorised officer Signature of authorised officer

Managing Director
Position of authorised officer

Signed for and on behalf of STEP One Step


Ahead LLP by an authorised officer:

Amit Sangale
Name of authorised officer Signature of authorised officer

Cofounder & COO


Position of authorised officer

Master Services Agreement Page 15

emSigner Envelope No:OT/PF/DEC/2024/1347831-OT/PF/DEC/2024/2637290

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