“**SERVICE LEVEL AGREEMENT (SLA)** **THIS AGREEMENT** is made on this ______day of ________, 20__ (the “Effective Date”). **BETWEEN:** (1) _______________ (the “Service Provider”), a company incorporated under the laws of India, having its registered office at _______________; and (2) _______________ (the “Client”), a company incorporated under the laws of India, having its registered office at _______________. Collectively referred to as the “”Parties”” and individually as a “”Party””. **WHEREAS:** The Service Provider agrees to provide services to the Client, subject to the following terms and conditions. **NOW, THEREFORE,** the Parties agree as follows: **1. DEFINITIONS AND INTERPRETATIONS:** 1.1 The definitions and rules of interpretation in this clause apply in this Agreement. **2. SERVICES:** 2.1 The Service Provider shall provide the services as detailed in Schedule 1 (“”Services””). **3. PERFORMANCE STANDARDS:** 3.1 The Service Provider shall perform the Services to the standards described in Schedule 2 (“”Performance Standards””). **4. PAYMENT:** 4.1 The Client shall pay the Service Provider the fees set out in Schedule 3 (“”Fees””). **5. TERM AND TERMINATION:** 5.1 This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. **6. CONFIDENTIALITY:** 6.1 Each Party undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other that it obtains or receives as a result of the discussions leading up to or entering into this Agreement. **7. INTELLECTUAL PROPERTY:** 7.1 All intellectual property rights arising out of or in connection with the Services shall be owned by the Service Provider. **8. INDEMNITY:** 8.1 Each Party agrees to indemnify and keep indemnified the other Party against all losses, claims, damages, liabilities, costs and expenses arising out of any breach of this Agreement by the other Party. **9. FORCE MAJEURE:** 9.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to a Force Majeure Event. **10. DISPUTE RESOLUTION:** 10.1 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. **11. GOVERNING LAW AND JURISDICTION:** 11.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India. **12. ENTIRE AGREEMENT:** 12.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. **13. NOTICES:** 13.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office. **14. WAIVER:** 14.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. **15. SEVERABILITY:** 15.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. **16. AMENDMENTS:** 16.1 No amendment or variation of this Agreement shall be effective unless it is in writing and signed by the Parties. **17. ASSIGNMENT:** 17.1 Neither Party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. **18. THIRD PARTY RIGHTS:** 18.1 This Agreement does not confer any rights on any person or party other than the Parties to this Agreement and, where applicable, their successors and permitted assigns. **19. COUNTERPARTS:** 19.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. **20. NO PARTNERSHIP OR AGENCY:** 20.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party. **IN WITNESS WHEREOF,** the Parties have executed this Agreement as of the Effective Date. ___________(Service Provider) ___________(Client) By:______________________ By:______________________ Name:___________________ Name:___________________ Title:____________________ Title:____________________ Date:____________________ Date:____________________ Please note that this is a basic template and may need to be tailored to the specific needs and requirements of the parties involved. It is always recommended to seek advice from a legal professional when drafting legal agreements.”