“**COMMERCIAL OUTSOURCING AGREEMENT** **THIS AGREEMENT** is made and entered into this ________ day of ____________, 20___, by and between: **PARTY A**, a company incorporated under the laws of India, having its registered office at _____________________, India, hereinafter referred to as “”Client””, which term shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns; AND **PARTY B**, a company incorporated under the laws of India, having its registered office at _____________________, India, hereinafter referred to as “”Service Provider””, which term shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns. 1. **DEFINITIONS** – The terms defined in this clause have the meanings given for the purposes of this Agreement. 2. **SCOPE OF SERVICES** – The Service Provider shall provide services as outlined in Appendix A. 3. **DURATION** – This Agreement shall commence on the date first above mentioned and shall continue in effect until terminated by either party as provided in this Agreement. 4. **FEES AND PAYMENT TERMS** – The Client shall pay the Service Provider for the Services in accordance with the terms set out in Appendix B. 5. **OBLIGATIONS OF SERVICE PROVIDER** – The Service Provider shall perform the Services with professional diligence and skill. 6. **OBLIGATIONS OF CLIENT** – The Client shall provide all necessary information and support to the Service Provider for the execution of the Services. 7. **CONFIDENTIALITY** – Both parties shall maintain the confidentiality of all information received from the other party during the course of this Agreement. 8. **INTELLECTUAL PROPERTY RIGHTS** – All rights in any inventions, creations, improvements, or innovations made by the Service Provider during the term of this Agreement shall belong to the Client. 9. **DATA PROTECTION** – The Service Provider shall comply with all applicable data protection laws in the performance of its obligations under this Agreement. 10. **WARRANTIES** – Both parties warrant that they have the necessary power and approval to enter into this Agreement. 11. **INDEMNITY** – Each party shall indemnify the other party against any losses incurred as a result of a breach of this Agreement. 12. **LIABILITY** – Neither party shall be liable for any indirect, special, or consequential damages under this Agreement. 13. **TERMINATION** – Both parties have the right to terminate this Agreement under certain conditions as set forth in this Agreement. 14. **FORCE MAJEURE** – Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from a Force Majeure event. 15. **DISPUTE RESOLUTION** – Any disputes arising out of this Agreement shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996. 16. **GOVERNING LAW** – This Agreement shall be governed by and construed in accordance with the laws of India. 17. **NOTICES** – All notices under this Agreement must be in writing and delivered to the addresses provided by each party. 18. **ENTIRE AGREEMENT** – This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements or understandings. 19. **AMENDMENT** – Any amendment to this Agreement must be in writing and signed by both parties. 20. **WAIVER** – No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. 21. **SEVERABILITY** – If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 22. **SURVIVAL** – The rights and obligations under clauses relating to Intellectual Property Rights, Confidentiality, Indemnity, Liability, and Dispute Resolution will survive the termination of this Agreement. 23. **ASSIGNMENT** – Neither party may assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the other party. 24. **NON-SOLICITATION** – During the term of this Agreement and for a period of one year thereafter, neither party will solicit the employees of the other party without the other party’s written consent. 25. **NON-EXCLUSIVITY** – Nothing in this Agreement is intended to create an exclusive relationship between the parties. 26. **COMPLIANCE WITH LAWS** – Each party shall comply with all applicable laws and regulations in performing their respective obligations under this Agreement. 27. **NO PARTNERSHIP** – This Agreement does not create a partnership or joint venture between the parties. 28. **AUDIT RIGHTS** – The Client has the right to audit the Service Provider’s compliance with this Agreement. 29. **INSURANCE** – The Service Provider will maintain appropriate insurance coverage during the term of this Agreement. 30. **COUNTERPARTS** – This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. **IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. _______________________ _______________________ Name of Party A Name of Party B Title Title Date Date **APPENDIX A – DESCRIPTION OF SERVICES** **APPENDIX B – FEES AND PAYMENT TERMS**”