Master Services Agreement

This Master Services Agreement ("Agreement") is entered into on this ____ day of _________, 20 by and between Aquacodes Technologies Pvt Ltd, a company incorporated under the Companies Act, 1956 and having its registered office at ___________________________ (hereinafter referred to as “Aquacodes” which expression shall include its successors and permitted assigns) and [Customer Name], a company incorporated under the Indian laws and having its registered office at ___________________________ (hereinafter referred to as the “Customer” which expression shall include its successors and permitted assigns).

Aquacodes and Customer shall individually be called a “Party” and together the “Parties.”

WHEREAS

A. The Customer wishes to avail itself of certain services from Aquacodes, and Aquacodes has agreed to provide such services to the Customer;
B. The Parties agree that the provision of services by Aquacodes to the Customer shall be governed by the terms and conditions set forth in this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

Capitalized terms used in this Agreement shall have the meanings assigned to them as set forth below or elsewhere in this Agreement:

“Affected Party” means the Party claiming the benefit of Force Majeure.

“Agreement” means this Master Services Agreement including the Service Level Agreement (SLA) and the Acceptable User Policy (AUP) collectively.

“AUP” means the Acceptable User Policy attached to this Agreement as Annexure 2.

“Business Day” means any day on which banks in Gurugram are open for normal business.

“Due Date” means the expiry of a period of fifteen (15) days from the date of an invoice raised by Aquacodes.

“Initial Term” means the period commencing from the Service Commencement Date for one month, unless otherwise agreed.

“Renewal Term” means successive periods equal in length to the Initial Term which shall automatically commence unless notice to terminate is given by either Party at least thirty (30) days prior to the expiry of the then-current term.

“Service Catalogue” means the list of services and facilities described in Schedule-A of the SLA including but not limited to backup facilities, dedicated firewall, hardware monitoring, help desk support, load balancing, network uptime, OS management, and shared firewall services.

“Service Commencement Date” means the date on which Aquacodes accepts the Customer’s first purchase order under this Agreement.

“Service Credits” means credits due to Customer on account of Aquacodes’ failure to meet SLA standards.

“Service Level Agreement (SLA)” means the SLA attached as Annexure 1, including all schedules thereto.

“Services” means the hosting, server provisioning, and other services and facilities detailed in the Service Catalogue and as agreed in purchase orders issued by Customer and accepted by Aquacodes.

“Supplemental Services” means additional services requested in writing by Customer and accepted by Aquacodes beyond the agreed Services.

“Territory” means the territory of India.

1.2 Interpretation

Headings are for convenience only and shall not affect the interpretation.

Words denoting the singular shall include the plural and vice versa where the context requires.

2. TERMS GOVERNING PROVISION OF SERVICES

The Parties agree that this Agreement together with any purchase orders issued by Customer and accepted by Aquacodes shall constitute the entire terms on which Aquacodes shall provide Services to Customer.

3. SERVICES

3.1 Customer shall issue purchase orders for Services. Aquacodes agrees to provide Services as set out in such purchase orders from the Service Commencement Date for the Initial Term, subject to this Agreement.

3.2 Aquacodes may provide Supplemental Services upon Customer’s written request and acceptance by Aquacodes. Fees for Supplemental Services shall be mutually agreed in writing.

3.3 Aquacodes reserves the right to refuse purchase orders that are not in accordance with this Agreement, relate to services not covered in the Service Catalogue, contain conflicting terms or pricing, or at Aquacodes’ sole discretion.

4. CHANGES

4.1 If Customer requests changes that increase costs, delay performance, or otherwise affect Aquacodes, the Parties shall equitably adjust terms such as schedule, price, and warranties by mutual written agreement.

4.2 Aquacodes may make changes to design, construction, or provision of Services with Customer’s prior consent in case of material changes, provided there is no increase in price or time or reduction in service levels. Customer shall not unreasonably withhold consent.

4.3 Change Request Procedure:
i. Change Requests (“CRP”) shall describe the change, rationale, and impact.
ii. Project Managers from both Parties review and decide whether to proceed. Aquacodes may charge for investigations.
iii. Authorized Representatives from both Parties must sign CRPs for approval.
iv. Implementation shall follow written Change Authorization.

4.4 Change Initiation: Customer shall submit a Request for Change (“RFC”) in writing.

4.5 Aquacodes Response: Within fourteen (14) days of receipt of RFC, Aquacodes will provide an estimate of time and cost to analyze the change. Upon Customer’s approval and agreement to costs, Aquacodes will perform analysis and implementation within thirty (30) days or as specified.

4.6 Customer Approval: Required for changes affecting cost, SLA, or Agreement terms. Unapproved RFCs will not be acted upon.

5. INITIAL TERM

5.1 The Initial Term commences on the Service Commencement Date. Customer agrees to a minimum service period of one (1) month (“Minimum Service Period”). Customer cannot terminate this Agreement during the Minimum Service Period except for reasons specified in Clause 14.1(a).

5.2 If Customer terminates before expiry of the Minimum Service Period, Customer shall pay an early termination fee equal to the fees for the balance period of the Minimum Service Period.

5.3 Upon expiry of the Initial Term, this Agreement shall automatically renew for successive Renewal Terms on the same terms and conditions unless terminated in accordance with Clause 5.4.

5.4 Either Party may choose not to renew by giving written notice at least thirty (30) days prior to expiry of the then-current term. Upon expiry, the Agreement shall terminate without further obligation.

6. SUSPENSION OF SERVICES

6.1 Temporary Suspension of Services Without Prior Notice

Aquacodes Technologies Pvt Ltd (“Aquacodes”) shall be entitled to suspend Services without prior notice in circumstances including, but not limited to:

The Aquacodes data center being affected by viruses, malware, ransomware attacks, etc.

Network flooding or Distributed Denial of Service (DDoS) attacks at Aquacodes’ premises.

Faulty hardware at Aquacodes’ data center.

Use of Services by Customer in violation of the Acceptable Use Policy (AUP) or this Agreement.

To protect servers maintained by Aquacodes when there is a threat of breakdown or a valid reason to believe that not suspending the Services would cause loss to other customers.

When suspension is required by law.

Other circumstances as reasonably determined by Aquacodes.

Aquacodes shall inform Customer as soon as reasonably possible of any such suspension.

6.2 Suspension of Services With Prior Notice

Subject to Clause 6.1, Aquacodes may suspend Services by giving at least seven (7) days’ prior written notice to Customer to remedy situations including, but not limited to:

Reasonable belief that Customer is using Services in violation of this Agreement or the AUP.

Unauthorized use of Services by non-authorized persons without Aquacodes’ consent.

Lack of cooperation from Customer during investigation of suspected violations.

Other circumstances as reasonably determined by Aquacodes.

6.3 Suspension Due to Payment Default

Without prejudice to its rights of termination under Clause 14.2, if Customer fails to fulfill payment obligations, Aquacodes may at its sole discretion:
(i) suspend performance of Services; or
(ii) continue performance if deemed appropriate.

During any period of payment default, Customer shall not be entitled to claim any Service Level Credits as set out in the SLA. Services suspended for non-payment shall be reactivated upon full payment of outstanding dues, unless terminated.

6.4 Suspension for Other Reasons

If suspension is required (a) for reasons other than those in Clauses 6.1, 6.2, and 6.3, and (b) due to reasons not attributable to Customer, Customer shall be entitled to Service Level Credits as per the SLA. Suspension under Clauses 6.1, 6.2, and 6.3 shall not entitle Customer to such credits.

6.5 Fees and Liability Upon Suspension

Customer agrees to pay all fees and charges up to the date of suspension. Suspension rights are in addition to Aquacodes’ right to terminate under Clause 14.
Aquacodes shall not be liable for any loss of Customer data, content, or files arising from suspension under Clause 6.3 (payment default). Customer acknowledges responsibility for maintaining backups.

7. CUSTOMER OBLIGATIONS

7.1 Maintenance of Security

Customer shall take all reasonable measures to ensure security of information transmitted to/from Aquacodes servers. Customer shall authorize all persons with access and require them to follow reasonable security and safety measures. Aquacodes shall not be liable for any unauthorized access or actions caused by Customer’s failure to maintain security, including disclosure of passwords or accounts.

Customer shall be responsible for all activities occurring under its usernames, passwords, or accounts, and indemnifies Aquacodes against any claims arising from breach of this provision.

7.2 Acceptable Use

Customer shall not use or permit use of the Services for purposes that:

Harass or cause damage to persons or property.

Contain defamatory, obscene, or untrue materials.

Violate privacy rights or promote hatred/harm.

Constitute spam or unsolicited bulk emails.

Infringe intellectual property rights.

Violate any applicable laws.

Aquacodes reserves the right to remove or disable access to violating content without liability. Customer indemnifies Aquacodes against claims arising from such violations.

7.3 Data Backup Responsibility

Customer is responsible for maintaining second copies or offline backups (e.g., LTO, tape drives, multiple HDD copies). Aquacodes does not assume responsibility for data unavailability due to disaster, cyber-attacks, natural calamities, ISP shutdowns, or other crises.

7.4 Data Accuracy and Legality

Customer is solely responsible for the accuracy, legality, and validity of all data/content provided or transmitted via Aquacodes services. Aquacodes acts only as a host and is not liable for false, illegal, or inaccurate data or any outcomes thereof.

7.5 Compliance with Laws

Customer shall obtain all necessary approvals and licenses from authorities as applicable and comply with all applicable laws related to its use of the Services.

8. ACCEPTABLE USER POLICY (AUP)

Customer agrees to use the Services in accordance with the Acceptable Use Policy attached as Annexure 2. Aquacodes reserves the right to amend the AUP from time to time, with changes effective upon publication on Aquacodes’ website.

9. REPRESENTATIONS AND WARRANTIES

9.1 Customer Representations

Customer represents and warrants that:

It has full legal authority to enter this Agreement and is not barred from doing so by any agency or authority.

All information provided in relation to this Agreement is true and accurate.

It has obtained all necessary authorizations for execution of this Agreement.

No third party shall access the Services without prior written approval from Aquacodes.

It owns all rights in the content, data, and materials used in connection with the Services.

9.2 Aquacodes Representations

Aquacodes represents and warrants that:

It has full legal authority to enter this Agreement and provide the Services.

Services comply with applicable laws and regulations.

All information provided in relation to this Agreement is true and accurate.

It will take reasonable measures to ensure security of data transfers within its control and will only access Customer data as necessary to fulfill its contractual obligations.

It will not derive any personally identifiable information from Customer data.

Customer infrastructure will be maintained in a secure environment protected from physical theft and damage, except due to natural causes. In case of non-natural incidents, Aquacodes will provide replacement hardware of similar functionality.

10. USE OF SERVICES

Both Parties agree to implement and maintain specific security measures (e.g., firewalls, password confidentiality, restricted third-party access). Each Party is responsible for breaches resulting from their own failure to maintain such security.

Customer acknowledges that third-party software or content supplied as part of the Services is at Customer’s sole risk and liability.

Customer shall notify Aquacodes of any dissatisfaction with Services within three (3) days of Commissioning Date. Upon such notice, Aquacodes will suspend Services, make necessary changes, and recommission with a new Commissioning Report. The new report’s date will be the Billing Start Date unless partial billing is otherwise agreed. If Customer continues use without agreement, full charges apply from the first Commissioning Date.

1. INDEMNIFICATION

1.1 The Customer agrees to indemnify, defend, and hold harmless Aquacodes, its directors, employees, agents, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from any breach of this Agreement or any third-party claim related to infringement of any intellectual property rights such as copyrights, trade secrets, patents, trademarks, or other proprietary rights.

1.2 Aquacodes shall not be obligated to indemnify the Customer under Clause 1.1 for infringement claims arising from:
(a) modifications made by the Customer to any materials, services, information, or other work ("Items") provided by Aquacodes;
(b) the Customer’s use of the Items combined with products not supplied by Aquacodes; or
(c) use or application of the Items by the Customer outside the scope of this Agreement.

1.3 The Customer shall not settle or compromise any claim against Aquacodes without Aquacodes' prior written consent, except if such settlement releases Aquacodes from all claims.

2. PERFORMANCE WARRANTIES

2.1 Aquacodes warrants that the Services will be performed competently and substantially in accordance with mutually agreed specifications. This warranty is valid only if any breach is notified within thirty (30) days of completion of the Services or prior to termination or expiry of this Agreement, whichever is earlier (“Warranty Period”). No representative of Aquacodes may modify or extend this warranty.

2.2 The warranty does not cover:
(i) failures caused by products not supplied by Aquacodes;
(ii) issues related to Customer’s products or manufacturing processes;
(iii) damage due to force majeure events or normal wear and tear;
(iv) unauthorized attempts to perform the Services by anyone other than Aquacodes or its authorized personnel; or
(v) Third-Party Materials.

2.3 The warranty and remedies are conditioned on (a) compliance with Aquacodes’ recommendations and (b) prompt notification of defects by the Customer.

2.4 The Customer understands that Aquacodes is not responsible for loss of Customer Data unless the Customer has specifically availed data backup and assurance services. Aquacodes will only be liable for loss of Customer Data caused by gross negligence or willful misconduct.

2.5 These warranties are exclusive and replace all other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose.

2.6 Aquacodes does not warrant products or services provided by third parties. Aquacodes is not liable for any loss, damage, or liability resulting from the Customer’s failure to properly operate or maintain the Services or breach of applicable laws.

3. LIMITATION ON DAMAGES

3.1 The total liability of Aquacodes and its affiliates under this Agreement shall not exceed the average fees paid by the Customer for Services over the three (3) months preceding the claim.

3.2 Aquacodes shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including lost profits or revenue, downtime, or claims by the Customer’s clients. The Customer agrees to indemnify Aquacodes against any such claims.

4. TERMINATION

4.1 Termination by Customer:
The Customer may terminate the Agreement immediately by written notice if:
(a) Aquacodes fails to provide the Services as agreed; or
(b) Aquacodes fails to cure any other breach of this Agreement within thirty (30) days after written notice.

4.2 Termination by Aquacodes:
Aquacodes may terminate the Agreement immediately by written notice if:
(a) payment is not received within fifteen (15) days after the due date; or
(b) the Customer fails to cure any breach within thirty (30) days after written notice.

4.3 Termination for Convenience:
Either Party may terminate the Agreement without cause by providing ninety (90) days advance written notice.

4.4 Effect of Termination:
Upon termination:
(a) Aquacodes shall cease Services immediately;
(b) all outstanding payments for Services rendered become immediately due;
(c) both Parties shall return all Confidential Information within three (3) days, retaining no copies except as legally required;
(d) the Customer shall remove all its equipment and materials from Aquacodes' premises within ten (10) days, or else Aquacodes may treat them as abandoned and take appropriate action at the Customer’s risk and expense;
(e) termination will not affect accrued liabilities.

5. CONFIDENTIALITY

5.1 Each Party (“Receiving Party”) agrees not to disclose any Confidential Information of the other Party (“Disclosing Party”), including but not limited to pricing, server configurations, designs, and transmitted content, before, during, and after the Agreement, regardless of whether marked confidential.

5.2 Confidential Information excludes information that:
(i) was known to the Receiving Party before disclosure;
(ii) is or becomes public without breach;
(iii) is independently developed by the Receiving Party;
(iv) is disclosed by the Disclosing Party to a third party without restriction; or
(v) is received lawfully from a third party without confidentiality obligations.

5.3 Disclosure required by law must be preceded by advance notice to the other Party, explaining the reasons for disclosure.

5.4 The terms and conditions of this Agreement, including annexes and amendments, are considered Confidential Information.

DATA PRIVACY

The Customer acknowledges that Aquacodes Technologies Pvt Ltd may require to disclose information and data provided to it by Customer, including information that identifies an individual or a person either directly or indirectly and alone or in combination with other information available (such identifying information being referred to as “Personal Information”), such as a person’s name, phone number and email address, to Aquacodes Technologies Pvt Ltd’s affiliates and associates to carry out Services under this Agreement. Aquacodes Technologies Pvt Ltd may also disclose Personal Information obtained from Customer if required under applicable laws including in connection with law enforcement, fraud prevention, or other legal action, or as required by law or regulation, or if it reasonably considers it necessary to protect Aquacodes Technologies Pvt Ltd, its customers, or the public.

In addition, Customer agrees that Aquacodes Technologies Pvt Ltd may disclose such Personal Information to its business partners in order to perform acts that help Aquacodes Technologies Pvt Ltd to customize, analyses and/or improve its Services and its communications with Customer, provided that such business partners shall share Aquacodes Technologies Pvt Ltd’s commitment to protect such Personal Information.

The Customer shall be deemed to have consented to disclosure of Personal Information by Aquacodes Technologies Pvt Ltd to its affiliates and business partners by providing such Personal information to Aquacodes Technologies Pvt Ltd in the course of Aquacodes Technologies Pvt Ltd’s performance of the Services.

Aquacodes Technologies Pvt Ltd may disclose any Personal information provided by Customer (a) if required to do so by an order under applicable law; or (b) to government agencies mandated under law to obtain such information for the purpose of verification of identity, or for prevention, detection or investigation including of any real or suspected event in relation to cyber-security. No further consent will be required to be obtained by Aquacodes Technologies Pvt Ltd from the Customer for any of the aforesaid disclosures.

ASSIGNMENT AND SUBCONTRACTING

Customer shall not be entitled to assign the benefit of the Services or any of its obligations under this Agreement to any third party without the prior written consent of Aquacodes Technologies Pvt Ltd.

Aquacodes Technologies Pvt Ltd may upon notice to Customer engage a subcontractor to provide Services to Customer.

PAYMENTS AND TAXES

The fees that Aquacodes Technologies Pvt Ltd shall charge for Services shall be agreed upon by the Parties from time to time and set out in the relevant purchase order.

Customer shall pay the fees in accordance with Aquacodes Technologies Pvt Ltd’s invoices and any fees charged for Supplemental Services provided by the Due Date.

Aquacodes Technologies Pvt Ltd shall send invoices to the Customer through email/fax/post/courier to the designated invoicing address of the Customer as provided in Clause 21.

Delay in Payments

In the event Customer receives an invoice, and is of an opinion that there is a dispute in the same, the Customer is required to notify Aquacodes Technologies Pvt Ltd in writing within fifteen (15) calendar days of its receipt, and make payments for the undisputed amount by the Due Date.

In case the invoices are undisputed, and there are any delays in its payment, the Customer shall be liable to pay interest at a rate equivalent to eighteen percent (18%) per annum on the unpaid amount from the date that the amount becomes due for payment till the date of receipt of payment by Aquacodes Technologies Pvt Ltd. Further, Aquacodes Technologies Pvt Ltd (if applicable) shall be entitled to an extension of time for its performance equal to the period of Customer’s non-fulfillment, whether or not Aquacodes Technologies Pvt Ltd elects to suspend performance.

In case the invoices are undisputed, and are not paid by the Due Date, Aquacodes Technologies Pvt Ltd reserves its right to approach National Company Law Tribunal (“NCLT”)/ Debt Recovery Tribunal (“DRT”) for recovery, or any other court of law as it deems fit, or follow the Dispute Resolution procedure prescribed herein.

In the event the Customer needs to provide any information/documents to enable Aquacodes Technologies Pvt Ltd to avail any benefits (including any tax benefits, reduced or concessional tax rates, incentives etc.), the Customer shall provide the same on a timely basis to enable Aquacodes Technologies Pvt Ltd to obtain/avail such benefits. Upon any failure of the Customer in fulfilling its obligations under this clause (including failure to provide the requisite information/documents on a timely basis), Aquacodes Technologies Pvt Ltd shall, without prejudice to its rights and remedies, be entitled to claim and recover the amount of the benefit/s lost on account of such failure/delay from the Customer.

Taxes:
i. The Customer shall be responsible to remit all taxes to the concerned appropriate authorities including any cess imposed, surcharge, fine, penalty, interest applicable to Aquacodes Technologies Pvt Ltd’s fees for Services and/or in connection with the transactions to be undertaken under this Agreement.

ii. Aquacodes Technologies Pvt Ltd shall fully co-operate with Customer by furnishing all information on timely basis as may be required by Customer from Aquacodes Technologies Pvt Ltd, including but not limited to confirmation of booking/accrual of income.

iii. The Customer shall be required to provide the GST details as required under the Goods and Services Tax Act, 2016, along with the Purchase Order. Aquacodes Technologies Pvt Ltd shall raise invoices based on the GST details made available in the Purchase Order. The Customer alone shall bear the consequences, including any loss of input credit, penalties or any other charges, of failure to provide requisite GST details or of any inaccuracy therein.

NOTICES

All communications by Customer with respect to this Agreement should be sent to the sales department of Aquacodes Technologies Pvt Ltd via electronic mail/fax/registered post/courier at the address below or email address as shown on the web site:

Web : www.aquacodes.com
Email: info@aquacodes.com

All communications by Aquacodes Technologies Pvt Ltd with respect to this Agreement should be sent to the Customer via electronic mail/fax/registered post/courier at the address or email address or fax number given below:

Company Name: XXX
Address: XXXX
Contact Person: XXX
Email: XXX

A Party to this Agreement shall notify the other Party of any changes to the address or any of the other details as specified in this Clause 21. The Customer acknowledges and understands that the Services provided by Aquacodes Technologies Pvt Ltd and availed by the Customer is of such a nature that requires urgent and immediate communication between the Parties. In the event the Customer fails to notify any change of its address or any of its other details as specified in this Clause 21, the same shall be considered a material breach of this Agreement and shall entitle Aquacodes Technologies Pvt Ltd to terminate the Agreement without any liability whatsoever.

FORCE MAJEURE

A Party shall not be liable to the other Party if, and to the extent, that the performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of that Party, including, but not limited to, circumstances such as change in legislation, fire, flood, explosion, epidemic, accident, act of God, war, riot, terrorist activities, strike, cyber-attack, ransomware attack, lockout and/or act of government (Force Majeure). The Party claiming an event of Force Majeure as aforesaid shall promptly notify the other Party in writing, and provide full particulars of the event of Force Majeure and the date of first occurrence thereof, as soon as possible after the event and also keep the other Party informed of any further developments. The Party so affected shall use its commercially reasonable efforts to remove the cause of non-performance, and shall, unless otherwise agreed to by the other Party in writing, resume performance hereunder with utmost dispatch when such cause of non-performance is removed.

On the occurrence of Force Majeure, the Affected Party shall be excused from performance of its obligations (other than payment obligations) to the extent performance of such obligations is affected by Force Majeure.

On the occurrence of Force Majeure either Party may terminate this Agreement by written notice to the other in the event the Force Majeure situation continues for more than thirty (30) days without any liabilities other than those that may have arisen before the occurrence of the Force Majeure event.

On the occurrence of Force Majeure Aquacodes Technologies Pvt Ltd shall not be liable for data loss, business loss or business continuity however Aquacodes Technologies Pvt Ltd will try their level best to serve their customer and provide necessary documents to customer if needed.

OWNERSHIP

Each Party acknowledges and agrees that the other Party retains exclusive ownership and rights in its trade secrets, inventions, copyrights, and other intellectual property and any hardware provided by such Party in relation to this Agreement.

Neither Party shall remove or misuse or modify any copyright, trade mark or any other proprietary right of the other Party which is known by virtue of this Agreement, in any circumstances.

GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by the laws of the Republic of India.

In case of any disagreement or dispute between the Customer and Aquacodes Technologies Pvt Ltd, the dispute will be resolved in the manner as outlined here under.

The Customer and Aquacodes Technologies Pvt Ltd shall make every effort to resolve amicably by direct informal negotiations any disagreement or dispute between them on any matter connected with this Agreement or in regard to the interpretation thereof. If, after thirty (30) days from the commencement of informal negotiations, the Customer and Aquacodes Technologies Pvt Ltd have not been able to resolve the dispute amicably, such differences and disputes shall be referred, at the option of either Party, to arbitration by a single arbitrator to be mutually agreed upon and in the event of no consensus, then the High Court of Haryana shall appoint an Arbitrator. Such arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996. Upon every or any such reference the costs of and incidental to the reference and award shall be at the discretion of the arbitrator or arbitrators appointed for the purpose, who may determine the amount thereof and shall direct by whom and to whom and in what manner the same shall be borne and paid. The arbitration shall take place in Haryana, India unless otherwise mutually agreed by the Parties and shall be conducted in the English language.

MISCELLANEOUS

Solicitation
Customer agrees that (a) it will not compete with Aquacodes Technologies Pvt Ltd in any manner, and (b) it will not solicit any of the employees of Aquacodes Technologies Pvt Ltd, including those who have directly or indirectly been involved in providing Services to Customer, for employment with the Customer and/or any of its associates, affiliates, group companies or third parties, during the validity of this Agreement and up to twenty-four (24) months from the expiry or date of termination of this Agreement.

Intellectual Property in Services
Aquacodes Technologies Pvt Ltd is the sole owner of all patents, copyrights, trademarks, industrial designs, trade names and trade secrets and all other intellectual property rights in the Services and the Customer agrees that nothing contained herein shall be deemed to result in any transfer of such intellectual property to the Customer.

Modification of Services and Amendment

Customer agrees that any change in the Services other than as accepted by both the Parties under this Agreement, shall be effected only after a written confirmation is received from Aquacodes Technologies Pvt Ltd on the request of Customer.

Any modifications accepted by Aquacodes Technologies Pvt Ltd may attract different fees and amendment of certain terms of this Agreement. On acceptance of such terms and fees in writing the modifications requested by the Customer shall be brought into force.

This Agreement may be amended only by the written agreement of both Parties.

Aquacodes Technologies Pvt Ltd reserves the rights for amendment on the services agreements time to time as per industry practice and publish the same on their website however if agreements is already signed by both parties, then signed terms and conditions will be enforced.

No third-party beneficiaries
There shall be no third-party beneficiaries to this Agreement.

Relationship between Parties, Subcontractors

The relationship of Aquacodes Technologies Pvt Ltd and Customer created by this Agreement is that of independent contractors and no partnership is created. Nothing contained in this Agreement shall be construed to give either Party the power to direct and control the day-to-day activities of the other.

Neither Party shall be considered an agent of the other Party and neither Party may represent to any person that it has the power to bind the other on any agreement. The Agreement is non-exclusive and allows both Parties to conduct its business in a manner that is not against the terms and spirit of this Agreement.

Micro, Small and Medium Enterprises Development Act, 2006
The Customer shall notify Aquacodes Technologies Pvt Ltd, in writing within thirty (30) days, if the Customer is qualified or gets qualified during the term of this Agreement as a micro, small or medium enterprise as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”), and agrees to waive its rights under the MSME Act. In the event it fails to comply with the aforementioned requirement, Aquacodes Technologies Pvt Ltd shall assume that the Customer does not fall under the ambit of the MSME Act to the extent provided above. The Customer shall defend, indemnify and hold Aquacodes Technologies Pvt Ltd harmless against any claims, costs and legal liability incurred by Customer as a result of Aquacodes Technologies Pvt Ltd’s failure to notify Customer or comply with the requirements of this provision.

Stamp Duty
The Parties agree that the stamp duty payable on the Agreement shall be borne by the Customer.

Severability
The Parties acknowledge that if any provision of this Agreement is unenforceable in any respect, such unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such unenforceable provision had never been contained herein.

Non-Disparagement
The Customer hereby acknowledges and agrees that it will not and will ensure that its representatives, employees, agents, contractors, associates, group companies etc. do not in any form or manner carry out disparagement, negative characterization, defamation and/or any adverse public criticism of the Services, or question the business, integrity, veracity or personal or professional reputation of Aquacodes Technologies Pvt Ltd.

Agreement
All annexures to this Agreement are hereby incorporated in this Agreement. The Agreement is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral. In the event of any conflict or inconsistency between the provisions of the Master Services Agreement, SLA, AUP, Purchase Order, or any other agreement entered between the Parties, the provisions of the Master Services Agreement shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the authorized representatives on the day and year first above written.

For XXXXXXXXXXXX                                                  For Aquacodes Technologies Pvt Ltd.

Name: __________________                                        Name : __________________

Designation: __________________                              Designation : _________________

Place: __________________.                                         Place : __________________

Witnesses:

1.