Exercise 1: Draft a Service Agreement

Facts: ABC Company Pvt. Ltd; a company engaged in providing solutions for records
management, data backup and recovery, document management, secure shredding, and
data centres, is wanting to enter into a service agreement with XYZ Pvt. Ltd. with respect
to aforesaid services.

SERVICE AGREEMENT

THIS SERVICES AGREEMENT (The “Agreement”) is entered into this 22nd day of
January 2022

BETWEEN
ABC Pvt Ltd., a company incorporated under the Companies Act, 2013 and having its
registered office at ................ (hereinafter referred to as "SERVICE PROVIDER",
which expression shall mean and include its successors and permitted assigns)
AND
XYZ Pvt. Ltd., a company registered under the laws of ___________, having its
registered office at ________________________ (“CLIENT” which expression shall
mean and include its successors and permitted assigns).

SERVICE PROVIDER and the CLIENT are also hereinafter individually referred to as
“Party” and collectively as “Parties”

WHEREAS:
A. SERVICE PROVIDER is engaged in the business of providing solutions for
records management, data backup and recovery, document management, secure
shredding, and data centres
B. The CLIENT is engaged in the business of ________________________.
C. SERVICE PROVIDER has offered and the CLIENT has accepted the provision of
certain facility management services to be delivered in accordance with the terms and
conditions of this Agreement.
NOW THIS AGREEMENT WITNESSETH THE TERMS AND CONDITIONS
DETAILED HEREUNDER:
1. Scope of Services
1.1 The Client agrees to avail the Services from the Service Provider and the Service
Provider agrees to provide the Services to the Client on the terms and conditions
specified in this Agreement.
 1.2 The Service Provider shall provide qualifying services in the areas of management,
data backup and recovery, document management, secure shredding, and data centres
technical support and maintenance, data processing and communication and business
development
1.3 The Service Provider shall make available the above services at the same time
frame as that of XYZ Pvt. Ltd.or such other time mutually agreed upon by both parties.
No change in time shall be made without notice to XYZ Pvt. Ltd.
1.4 Unless otherwise authorized in writing, the Services Provider shallot have any
authority pursuant to this Agreement to commit the Client to any obligation in any
manner whatsoever with respect to third parties or to enter into any contracts on behalf
of the Client. The Service provider shall not have, nor represent itself as having, any
authority under the terms of thisAgreement to make agreements of any kind in the name
of or binding upon the Client.

2. Fees
2.1 For and in consideration of the full and faithful performance and completion of the
stipulated work by the Service Provider in accordance with the terms and conditions
agreed upon, XYZ Pvt Ltd. agrees to pay to the Service Provider a Service Fee.
2.2 The fees shall be payable subject to receipt of an invoice from the Service Provider.
The Service Provider shall raise invoices from the Client for all amounts due (in terms of
this Agreement) to the Service Provider from the Client.
2.3 The Fee to be paid as specified above shall be inclusive of Goods and Services
Tax(GST)
2.4 Without prejudice to other rights or remedies that the SERVICE PROVIDER may
have under law or equity, the Parties agree that in case the CLIENT fails to make the
payment of the Fees or part thereof to SERVICE PROVIDER within the aforementioned
time period of __ days from date of invoice, the CLIENT will be liable to pay interest at
the rate of twelve per cent (12%) p.a. on the due invoice amount from the date of
invoice(s) till the realization of the amount.
2.5 In addition to the Fees that is payable by the CLIENT to the SERVICE PROVIDER
under Clause 2.1 , the CLIENT also agrees to pay the SERVICE PROVIDER, additional
fees, the cause of which can be attributed to increase in minimum wages as provided in
the official gazette or any other government.

3. Taxes
3.1 Client shall be responsible for all taxes in respect of thisAgreement including
without limitation payment of goods and services tax, if applicable, on the Services
provided hereunder.
3.2 The SERVICE PROVIDER agrees to pass on service tax exemption to the CLIENT
in respect of the Services which are wholly used for the purpose of undertaking
authorized operations in the SEZ.
The above exemption however would be subject to the SEZ unit providing the
following documents, along with the PO:
• Copy of SEZ Notification; Page 4 of 16
 • Copy of Letter of Approval of the SEZ unit;
• List of Services, as approved by the Approval Committee; and
• Certified copy of Form A-2.
The SERVICE PROVIDER reserves the right to recover the applicable service tax,
along with interest, from the client in case the above documentation is not received on
time or in case the exemption extended is denied by the tax authorities.

4. Representation and Warranties

4.1 Each Party represents and warrants to the other that (i) it has all requisite power and
authority to enter into this Agreement and to perform its respective obligations
hereunder, and (ii) execution of the Agreement will constitute valid and binding
obligation and be enforceable against it in accordance with its terms.
4.2 The Service Provider hereby represents and warrants to the Client:
• It will provide the Services in compliance with the provisions of this Agreement;
• It will act in good faith and use reasonable skill and care in the provisions of
Services under this Agreement;
• It will comply with all Applicable laws in the provisions of the Services;
• It has all requisite corporate and other approvals, licenses and permits from
relevant governmental authorities to provide the Services.

5. Indemnity and Limitation of Liability

5.1 SERVICE PROVIDER agrees to keep the CLIENT indemnified against direct
losses, damages, costs, expenses, penalties, payments and liability whatsoever
including reasonable legal fees which the CLIENT may suffer or incur directly as a
result of rendering the Services for the CLIENT under this Agreement. The indemnity
will not apply to the extent that the loss, damage, costs, expenses, penalties,payments
and liability whatsoever arises solely out of any gross negligence, breach, default or
misconduct of the CLIENT.
5.2 The CLIENT agrees to keep SERVICE PROVIDER indemnified against any and
all loss, damage, costs, expenses, penalties, payments and liability whatsoever
including reasonable legal fees which SERVICE PROVIDER may suffer or incur as a
result of CLIENT’s, its employees’, its services providers or contractors or any third
parties’ negligent acts, commissions and/or omissions.
5.3 Notwithstanding anything contained in the Agreement, SERVICE PROVIDER’s
liability under this Agreement shall not exceed the annual Fees paid by the CLIENT
under this Agreement.
5.4 Neither Party shall be liable to the other for any consequential, indirect, punitive or
special damages.

6. Governing Laws and Jurisdiction

6.1 This Agreement and all issues arising out of the same shall be construed in
accordance with the laws of India. Courts of _________ shall have exclusive
 jurisdiction on the matters arising from or in connection with this Agreement.

7. Dispute Resolution
7.1 All disputes, controversies and differences arising out of or relating to this
Agreement, including a dispute relating to the validity or existence of this Agreement
(“Dispute”) shall be referred to and resolved by arbitration in ________ under the
provisions of the Arbitration and Conciliation Act, 1996. The arbitration tribunal shall
consist of a sole i.e. one (1) arbitrator jointly appointed by the Parties within fifteen
(15) days from the date of first recommendation for an arbitrator in written form for a
Party to the other. If the Parties fail to agree on appointment of such arbitrator, each
Party shall appoint one (1) arbitrator each within a further/additional period of fifteen
(15) days and the two (2) arbitrators so appointed shall be entitled to appoint the third
arbitrator who will act as umpire of the arbitral tribunal within a further/additional
period of fifteen (15) days. The language of the arbitration shall be English. The
arbitrator(s) appointed hereunder shall be retired judge of the _____High Court(s). As
part of the terms of the appointment of the arbitrator(s), the arbitrator(s) shall be
required to produce a final and binding award or awards within six (6) months of the
appointment of the sole arbitrator (jointly appointed by the Parties) or third arbitrator
as applicable. Parties shall use their best efforts to assist the arbitrator(s) to achieve this
objective, and the Parties agree that this six (6) month period shall only be extended in
exceptional circumstances, which are to be determined by the arbitrator(s) in its
absolute discretion.The arbitral award passed by the arbitrator shall be final and
binding on the Parties and shall be enforceable in accordance with its terms. The
arbitrator shall state reasons for its findings in writing. The Parties agree to be bound
thereby and to act accordingly. All costs of the arbitration shall be borne equally by the
Parties.

8. Miscellaneous
8.1 This Agreement constitutes the entire understanding between the parties hereto and
there exists no other Agreement, undertakings or representations other than those
expressly set forth herein. Any amendment or notification of or, supplement to, this
Agreement shall be valid only if set forth in writing and duly signed by the Parties
hereto.
8.2 In the event any provision of the Agreement shall at any time be considered or held
by any authority or court having jurisdiction on the subject matter of this Agreement to
be prohibited and/or void, this shall not affect the validity of the remaining provisions
of this Agreement which shall be considered separable and this Agreement shall
thereupon be deemed to written, or to be rewritten as the case may be, without such
prohibition or void provision.
8.3 SERVICE PROVIDER shall have the right to subcontract the performance of its
obligations under the Agreement and the CLIENT shall have no objection of any nature
whatsoever with the appointment of any subcontractor.
8.3.1 CLIENT will cooperate with the SERVICE PROVIDER’s employees, agents,
contractors, and do all things reasonably necessary or desirable in order to allow the
carrying out of relevant Services.
8.3.2 CLIENT acknowledges that SERVICE PROVIDER employees, agents,
contractors, may perform Services similar to the Services for other clients and that
 this Agreement does not prevent SERVICE PROVIDER from using or deploying
them to provide services to persons other than CLIENT.
8.4. Each Party shall not assign this Agreement without the prior written consent of the
other Party, which consent must not be unreasonably withheld or delayed.
8.5 Any notice under this Agreement shall be in writing and shall be served personally or
sent by registered post (with acknowledgment of receipt requested) to the address given
below. Either Party may change its address to receive notice by serving notice to the
other Party in accordance with this provision. Any notice shall be deemed to have been
duly given (a) on the day of receipt if delivered in person, (b) if sent by registered post
with acknowledgement of receipt requested, then on the date of such receipt. In the event
a Party refuses delivery or acceptance of a notice under this Agreement, it shall be
deemed that such notice was given upon proof of the refused delivery, provided such
notice was sent in the manner specified herein.
SERVICE PROVIDER
Address: __________
Attention: Head of Department/Chief Operating Officer, ________
CLIENT
Address: _____________________
Attention:

9. Schedule of fee
9.1 The Client will pay all fees, expenses, charges and obligations incurred from time
to time in relation to the Services in accordance with the terms of the Fee Schedule,
together with any other amounts payable to the Service Provider under this Agreement.
For the avoidance of doubt, the Service Provider will not be responsible for the fees or
expenses of, and the Client will reimburse the Service Provider for any advances or
payments made by the Service Provider for the benefit of the Client incident to the
proper performance of the Services to, any Investment Manager, Custodian,
Intermediary or any other Person listed or described in the Fee Schedule.

Exercise 2: Review the clause:

The below-mentioned clause is in favour of JLL (a company), you are required to
review and make the below mentioned one-sided clause - a mutual clause, favouring
both the Parties.
Mutual Non- Disclosure Agreement confidential clause Between JLL company and The
Vendor.
4. “ CONFIDENTIALITY”
4.1. Both the Parties(Disclosing and Receiving) agree to any Confidential Information
disclosed to it under this Agreement:
4.1.1. to take such steps necessary to protect Both the Parties (Disclosing and the
Receiving) Confidential Information from unauthorized use, reproduction and disclosure
as Both the Parties( (Disclosing and the Receiving) takes in relation to its own
Confidential Information of the same type, but in no event less than reasonable care;
4.1.2. to use such Confidential Information only for the purposes of this Agreement or as
otherwise expressly permitted or expressly required by this Agreement or as otherwise
mutually permitted by Both the Parties (Disclosing and Receiving)in writing.
4.1.3. without the prior written consent of Both the Parties (Disclosing and Receiving),
neither party can copy the Confidential Information or cause or allow it to be copied,
directly or indirectly, in whole or in part, except as otherwise expressly provided in this
Agreement, or as needed for the purposes of this Agreement, provided that any
proprietary legends and notices are not removed or obscured;
4.1.4 without the prior written consent of Both the Parties (Disclosing and Receiving),
neither party can disclose, transfer, publish or communicate the Confidential Information
in any manner to any person except as permitted under this Agreement.
4.1.5. This Clause 4 shall survive until terminated at any time by mutual consent of the
parties hereto or expiry of this Agreement.