“**CLOUD SERVICE AGREEMENT** THIS AGREEMENT is made on [Insert Date] by and between: (1) [Insert Full Legal Name of the Client], a company incorporated under the laws of India, having its registered office at [Insert Address] (hereinafter referred to as the “”Client””), and (2) [Insert Full Legal Name of the Provider], a company incorporated under the laws of India, having its registered office at [Insert Address] (hereinafter referred to as the “”Provider””). Collectively referred to as the “”Parties”” and individually as “”Party””. **WHEREAS** the Provider is engaged in the business of providing cloud services and the Client desires to avail such services subject to the terms and conditions herein. **NOW, THEREFORE**, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. **DEFINITIONS** Words and expressions used in this agreement shall have the meanings assigned to them in this clause or where the context otherwise requires. 2. **SCOPE OF SERVICES** The Provider shall provide the Cloud Services as described in Schedule A attached hereto and as may be amended from time to time by mutual agreement of the Parties. 3. **TERM AND TERMINATION** This Agreement shall commence from the Effective Date and continue until terminated by either Party giving written notice. 4. **FEES AND PAYMENT** The Client shall pay the Provider the Fees set out in Schedule B, as may be amended from time to time, for the provision of the Cloud Services. 5. **CONFIDENTIALITY** Each Party shall keep confidential all Confidential Information received from the other Party and shall only use such information for the purposes of this Agreement. 6. **INTELLECTUAL PROPERTY RIGHTS** All Intellectual Property Rights in and to the Cloud Services shall remain vested in the Provider. 7. **DATA PROTECTION** Both Parties shall comply with all applicable data protection and privacy laws and regulations in respect of the Personal Data processed under this Agreement. 8. **LIABILITY AND INDEMNITY** The Provider’s total liability under this Agreement shall be limited to the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim. 9. **FORCE MAJEURE** Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. 10. **DISPUTE RESOLUTION** Any dispute arising out of this Agreement shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996. 11. **GOVERNING LAW AND JURISDICTION** This Agreement shall be governed by and construed in accordance with the laws of India. The courts of [Insert City] shall have exclusive jurisdiction. 12. **ENTIRE AGREEMENT** This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings, and arrangements between them. 13. **AMENDMENT** No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties. 14. **NOTICES** All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to the Party to whom it is addressed. 15. **WAIVER** No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. 16. **SEVERABILITY** If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed to be severed and the remaining provisions shall continue in full force and effect. 17. **COUNTERPARTS** This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement. 18. **ASSIGNMENT** Neither Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party. 19. **THIRD PARTY RIGHTS** Except as expressly provided in this Agreement, no third party shall have any rights under or in connection with this Agreement. 20. **SURVIVAL** Any provision of this Agreement which is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 21. **MISCELLANEOUS** Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, and performance of this Agreement. **IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the date first above written. ________________________ [Client’s Name] ________________________ [Provider’s Name] **SCHEDULE A – CLOUD SERVICES** **SCHEDULE B – FEES**”