Quadra - Master Services Agreement

Master Services Agreement

This Master Services Agreement defines the nature and scope of the services engagement between Quadrasystems.net India Private Limited (Quadra), and you (Client).

Quadra and the Client may hereinafter be individually referred to as ‘Party’ and collectively as ‘Parties'.

The obligations of both parties are detailed as below:

NOW THIS AGREEMENT WITNESSES AS FOLLOWS:

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

1. Appointment

The Client hereby engages Quadra for providing software infrastructure consulting services and resell of public cloud services (“Services”), on the terms and conditions contained herein
This is not an exclusive agreement, and Quadra reserves the right to execute work for multiple clients simultaneously at its sole discretion.
This Agreement is for a term of 1 year and may be renewed on the same terms upon mutual consent between the Parties

2. Processes

2.1 Processes

The parties will describe each individual Deliverable to be provided under this agreement in its own Scope of Work (each, a "Scope of Work").

Quadra and Client shall agree upon a Scope of Work that shall contain all relevant details of the work to be carried out by Quadra, roles and responsibilities of both Parties, periodic deliverables, milestones, timelines, details of persons designated as ‘Contact Persons’ and all other relevant information, including modifications that may be required by the Client in a scope of work document prior to the date of execution of this Agreement. This is provided as Annexure-A.
The Client agrees and acknowledges that the Client has read the scope of work document provided by Quadra and has discussed any and all possible business impacts to the Client as a result of any change(s)/impact(s) to the Client’s environment with Quadra prior to the execution of this Agreement.
The Parties agree that for deployment and configuration, Quadra is entitled to record sessions for its internal audit purpose using tools such as Microsoft Teams or equivalent secure, enterprise grade software.
It is assumed that the Client has put in place all necessary pre-requisites including security controls in their environment prior to execution of this Agreement.
The Client assures Quadra that during the term of this Agreement, the Client shall not share any user credentials with Quadra without a written request from the Quadra’s CSS Duty Manager (cssdm@quadrasystems.net).
Upon a written request for credentials made by the Quadra’s CSS Duty Manager as per Clause 2.1 (v) hereinabove, the Client shall create a dedicated username and password for the Quadra’s use that shall be entirely confidential in nature and shall share said credentials in a secure manner with multi-factor authentication, audit logging and the option to reset the password to a secure password before access is allowed.
The Parties acknowledge that sharing of credentials as per Clauses 2.1 (v) and 2.1 (vi) hereinabove shall take place only in unavoidable situations and the Parties shall undertake their best efforts to use secure, enterprise grade web meeting software such as Microsoft Teams or equivalent tools to provide Quadra with access to the environment without the sharing of user credentials.
The Client undertakes to monitor consumption and limits on use of any cloud subscriptions, pre-paid or post-paid, including trials and to put in place mechanism(s) to notify Quadra of exhaustion of such limits to avoid interruption or downtime in the services.
The Parties assure each other that no unauthorized use or misuse of the Services will take place.
Quadra shall provide work updates to the Client at a frequency that can be mutually decided, that will last until the agreement period specified in Annexure A.

2.2 Severable

The parties may terminate any individual Scope of Work without affecting the remaining agreement or any other Scope of Work.

2.3 Conflict of Terms

If there is a conflict between the terms of this agreement and any Scope of Work, the Scope of Work will control.

2.4 Changes to Scope of Work

Proposing Changes. Either party may propose changes to the Deliverable, Fees, or schedule of a Scope of Work by giving written notice to the other party.
Finalizing Changes. If the parties agree to change the Deliverable, Fees, or schedule of a Scope of Work, the parties will cooperate to execute a written amendment to the relevant Scope of Work detailing the changes.

2.5 Additional Scope of Work

Request Additional Services. Client may request additional services by written notice to Quadra reasonably detailing the requested services.
Assess the Request. Promptly after receiving a request for additional services from Client, Quadra will
a. assess the request to determine if there are circumstances preventing it from providing the services, and
b. if there are no circumstances preventing it from providing the requested services, provide Quadra with estimated Fees and timeline for the requested services.
Execute New Scope of Work. If after receiving Quadra's estimates Client still wants the requested services, the parties will execute a new Scope of Work

3. Payment

Client will pay to Quadra compensation for each Deliverable according to the fee schedules listed in the applicable Statements of Work (the "Compensation").

3.1 Payment

Client will pay each invoice to Quadra within 30 Calendar Days after receiving each invoice.

3.2 Taxes

Payment amounts under this agreement do not include Taxes. Client will pay all Taxes applicable to payments between the parties under this agreement.

3.3 Interest on Late Payments

Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1.5% per month (18.00% annually) or the maximum allowed by Law, whichever is less.

4. Term

This agreement begins on 26th July 2021 and will continue until the expiration the last Scope of Work, unless terminated earlier (the "Term")

5. Mutual Representations

5.1 Existence

The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

5.2 Authority and Capacity

The parties have the authority and capacity to enter into this agreement.

5.3 Execution and Delivery

The parties have duly executed and delivered this agreement.

5.4 Enforceability

This Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting equitable remedies.

5.5 No Conflicts

Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement

6. No warranty

6.1 "As-Is"

Unless otherwise listed in this agreement, the Deliverable are provided "as is," with all faults, defects, bugs, and errors.

6.2 No Warranty

Unless otherwise listed in this agreement,

Quadra does not make any warranty regarding the Deliverable, which includes that
Quadra will not under any circumstances be liable for any special, indirect, incidental or consequential damages including but not limited to, property damage, loss of profit, lost time, loss of data, loss of use of any such equipment, cost of procurement of substitute products, technology or services, or any other damages resulting from the breakdown or failure of any computer products, hardware or software, or from delays in servicing or the inability to render service on any computer products, hardware or software even if it has been advised of the likelihood of such damages. Quadra’s liability for damages resulting from any cause whatsoever, including but not limited to Quadra’s negligence or installation of defective parts or components, whether or not such defect was known or discoverable, shall not exceed the actual price paid to Quadra by client for the computer products, hardware or software, parts or service whichever is less.

7. Management

7.1 Project Managers

Each party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will

have overall managerial responsibility for the party's responsibilities under this agreement, including for Quadra's Project Manager, coordinating, overseeing, and monitoring the Quadra's performance of each deliverable.
on the other party's request, attend the other party's regularly scheduled executive level meetings and planning sessions in connection with this agreement,
serve as the primary liaisons between the parties,
maintain steady communication with each other regarding the performance of each Deliverable, and
be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

7.2 Communications Though Project Managers

The parties shall direct all significant communications between themselves to the other party's Project Manager, except that Client may direct communications regarding disuptions, outages, latency, or other issues with a Deliverable to Quadra's emergency contact designated under paragraph 7.3 (iii).

7.3 Contact Information

Project Manager Information.
Promptly after the Effective Date, each party shall provide the other party with the name, telephone number and e-mail address of its Project Manager.
Emergency Contact. In addition to Quadra Project Manager, Quadra shall provide the name, telephone number and e-mail address of its personnel whom Client should contact in case of any disruptions, outages, latency, or other issues.
‍
Quadra CSS Duty Manager
cssdm@quadrasystems.net
+91-7338858105 / +91 -4224032117

7.4 Change to Contacts or Contact Information

Either party may change their Project Manager or the contact information of their Project Manager, and in Quadra's case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

8. Software Deliverables and License Grant

8.1 Software Provided in Source Code

Unless the parties agree otherwise in any Scope of Work or any separate license or technology agreement, if Quadra provides Client with any Deliverable that requires Client's use of any Quadra software, other than firmware necessary to operate a piece of hardware, (a "Software Deliverable"), Quadra shall provide Client with access to or a copy of the Software Deliverable.

8.2 Object Code Only

Quadra will be required to provide Software Deliverables in object code only.

8.3 Software License Grant

Quadra hereby grants to Client a non-exclusive, non-transferable worldwide license to

use and display, to the extent necessary for Client obtain the benefit of the relevant Deliverable, any Software Deliverables Quadra provides to Client under this agreement, in object code only,
use and display, to the extent necessary for Client obtain the benefit of the relevant Deliverable, any documentation regarding the provided Software Deliverables, and
make copies of the Software Deliverable and documentation for Client's internal use.

8.4 Firmware Sold, Not Licensed

The license granted under this section applies to software separable from any hardware provided by Quadra and does not apply to any firmware related to the Deliverable, which is sold instead of licensed.

8.5 Termination of License Grant

Client's license to use, display, and make copies of a Software Deliverable and the related documentation will expire or terminate on the expiration or termination of the applicable Scope of Work.

8.6 Third Party Software

If any Software Deliverables are licensed to Quadra by a third party, Client shall be bound by any different or additional conditions that are required by the third party that Quadra communicates to Client in writing.

8.7 Restrictions

Neither Client, nor any of its Subsidiaries, Affiliates, or agents, will

sell, lease, license, or sublicense A Software Deliverable,
decompile, disassemble, or reverse engineer a Software Deliverable, in whole or in part, unless any of these restrictions are prohibited by Law,
allow anyone other than its employees to access a Software Deliverable
use a Software Deliverable to provide processing services to third parties,
otherwise use a Software Deliverable on a "service bureau" basis, or
provide, disclose, divulge, make available to, or permit the use of a Software Deliverable by any third party unless Quadra consents in writing.

8.8 Markings and Notices

Client will not remove any copyright notices, proprietary markings, trademarks, or trade names from any Software Deliverable or documentation.

8.9 As-Is Warranty

Software Deliverables and documentation are provided "as-is".

8.10 No Implied Warranty

Quadra makes no warranties whatsoever, express or implied, regarding any Software Deliverable or related documentation, including no warranty or merchantability or fitness for any particular purpose.

9. Intellectual Property

Both Parties agree that any trademarks, logos, trade names or identifying slogans or similar intellectual property, which are owned by them respectively, cannot be used by the other Party for any purpose other than the purposes of this Agreement, without the prior written consent of the relevant Party, unless otherwise expressly stated herein and shall forthwith cease such use upon termination of the Agreement.
The Parties agree that all the intellectual property rights contained in the work carried out by Quadra shall vest automatically in the Client as work-for-hire and in the event Quadra sells product(s) to the Client, the Client shall be bound by the licensing terms related to the intellectual property of the product(s).
In the event that Quadra licenses any intellectual property to the Client in pursuance of the Services, the same shall be recorded in Annexure – B.
The Client acknowledges that Quadra may use its general know-how, proprietary software, utility routines, generalized interfaces, algorithms, ideas, techniques, concepts, proprietary processes, tools, methodologies and improvements (“Prior Intellectual Property”) for providing the Services under this Agreement. It is clarified that all rights in Prior Intellectual Property, shall continue to vest in the Quadra. ‘Prior Intellectual Property’ and its use shall be counted as confidential information to be protected under this Agreement.

10. Governing Law and Resolution of Disputes

This Agreement shall be governed by the laws of India. The courts in Coimbatore, India shall have exclusive jurisdiction over the Agreement.

11. Assignment

Either Party shall not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party. Any attempted assignment or delegation without such consent shall be null and void. Quadra shall have the right to sub-contract its obligations under this Agreement to any third party, only with the prior consent of the Client.

12. Complete Agreement

This Agreement constitutes the complete Agreement between the Parties and incorporates all representations, statements made in connection with negotiations of the same and replaces any written or oral agreement or undertaking with respect to the subject matter. Except as provided herein, any changes, alterations, supplements, waivers, if any, of the provisions, amendments or interpretations of this Agreement, shall be valid only if they are in writing and signed by authorized representatives of both Parties.

13. Force Majeure

In the event any of the Parties are unable to perform their obligations under this Agreement due to any reason not attributable to acts or omissions on the part of that Party, but due to damage by fire, tempest, flood, earthquake, mob, terrorism or any violence, act of God and other irresistible force, such inability to perform the obligations would not amount to a default under this agreement and the Parties would bear their respective losses, if any.

14. Relationship

The Parties agree that notwithstanding anything to the contrary contained herein, the relationship between the Parties shall be a principal-to-principal relationship and nothing contained herein shall be deemed to construe either Party to be the agent, servant, partner, joint venture partner, subsidiary, associate or group Quadra of the other Party.

15. Severability

Should any part of this Agreement be declared illegal or unenforceable, the Parties hereto will co-operate to obtain substantially the same result as may be possible, including taking appropriate steps to amend, modify or alter this Agreement. If any term or provision of this Agreement is declared by any tribunal or court of competent jurisdiction to be illegal, such adjudication shall not alter the validity or enforceability of any other term unless the terms and provisions so declared are expressly defined as a condition precedent or as of the essence of this Agreement, or comprising an integral part of, or inseparable from the remainder of this Agreement

16. Modification

No amendment, modification or addition to this Agreement or the annexures appended hereto shall be effective or binding on either of the Parties hereto unless set forth in writing and executed by them through their duly authorized representatives.

17. Confidentiality and Non-Disclosure

The Parties will handle all information provided by each other with utmost confidentiality and will not disclose any sensitive information.
The Parties shall adhere to the terms of any non-disclosure agreement entered into by and between them, from time to time.
Both the Parties agree that they will hold the Confidential Information of the other Party in strict confidence and will not disclose any of such information, other than to its directors, officers, employees and attorneys ("Representatives") on the terms contained herein only to the extent necessary to perform the Services. The Parties assume full responsibility for any breach of confidentiality obligations, stated herein, by their Representatives.
The term "Confidential Information" for purposes hereof shall mean and include all information disclosed on, before, or after the Effective Date which includes, but is not limited to, any business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-progress, intellectual property any engineering, manufacturing, marketing, technical, financial, data, frameworks, best practices, or sales information, pricing or business information, or any information regarding suppliers, customers, employees, investors, lead information, affiliates or business operations, and any other information or materials, whether written, or graphic, or any other form or that is disclosed orally, or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the Parties.
Either Party agrees that it will not at any time disclose, give or transmit the Confidential Information of the other to any legal entity. Either Party agrees that it will not use such Confidential Information for its own benefit or the benefit of any third party, or for any purpose other than this Agreement. Either Party shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of Confidential Information. The terms and conditions of this Agreement shall be deemed Confidential Information.
The above limitations on use and disclosure shall not apply to information which (a) was known to either Party before receipt thereof from the other Party; (b) is learnt from a third party entitled to disclose it; (c) becomes known publicly other than through the other Party; (d) is independently developed by such Party; or (e) is required by law or court order to be disclosed, provided the Party supposed to disclose provides reasonable notice to the other Party so that it may seek a protective order and engage in other efforts to minimize the required disclosure; or (f) is not pertaining to actual work performed for the Client, subject to full payment being received by The Quadra.

18. Mutual Non-Solicitation

18.1 Non-Solicitation of Employees and Customers

During the two year period starting on the Effective Date, neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or
solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

19. Publicity

19.1 Consent

Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.

19.2 Cooperation

The parties will cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

19.3 No Unreasonable Delay

The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

20. Compliance with Laws

Each party will

comply with all applicable Laws
keep records evidencing its compliance.
on the other party's reasonable request, provide these records of compliance to the other party, and
notify the other party if it becomes aware of any non-compliance in connection with this section.

21. Regulatory Matters

Each party shall promptly notify the other

if it becomes the subject of any material claim or demand by any Governmental Authority regarding the Deliverable or otherwise regarding this agreement, or Action relating to such a material claim or demand that is brought by either a Governmental Authority or other third party, and
of any updates in the status or disposition of any such claim, demand, or action.

22. Termination

22.1 Termination on Notice

Each party may terminate this agreement for any reason on 30 Business Days’ notice to the other party.

22.2 Termination for Material Breach

Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and
the failure, inaccuracy, or breach continues for a period of 60 Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

22.3 Termination for Insolvency

If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

22.4 Termination for Change of Control

Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

23. Effect of Termination

23.1 Termination of Obligations

Subject to Clause 4, on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.

23.2 Payment Obligations

Even after termination or expiration of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and
refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

23.3 No Further Liability

On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or
arising after the termination or expiration of this agreement and in connection with section Confidentiality and Non-Disclosure [Section 19], Taxes [Section 3.2] or Termination [Section 24].

23.4 Advice as to Status of Work

On termination or expiration of this agreement or of a particular Scope of Work, Quadra shall

inform Client of the status of the performance of the Deliverable under any Statements of Work still in effect, and
on Client's request, provide Client with any Deliverable, including any work in progress, under a terminated Scope of Work.

23.5 Termination Assistance Services

Unless Quadra terminates this agreement or a Scope of Work for Client's material breach, Quadra shall cooperate with Client to design and provide termination assistance services to Client for a period not to exceed [three] months following termination of the agreement or the particular Scope of Work, on terms that are fair and commercially reasonable and generally commensurate and consistent with leading industry practices concerning the provision of transition assistance and cooperation services for services similar to the Deliverable.

23.6 Transition Plan

On Client's request, Quadra shall develop and provide to Client for approval, and once Client approves, monitor and regularly update, a detailed transition plan to provide for an orderly transition on termination that includes, among other things, a transition timeline and particulars of the resources to be assigned to implement the transition plan.

23.7 Transition of Services

On termination of this agreement for any reason, Quadra shall

cooperate with Client and the Client's replacement Quadra to provide for an orderly transition of the Deliverable, and
as part of the transition plan referred in paragraph [TRANSITION PLAN], or otherwise as Client requests, deliver over to Client documentation reasonably necessary to transition the Deliverable, but in no case will Quadra be required to disclose any of its Confidential Information or Intellectual Property under this paragraph.

24. Indemnification

Either Party (“Indemnifying Party”) hereby agrees to indemnify and hold the other Party (“Indemnified Party”) harmless from any and all costs, expenses, including reasonable external attorneys’ fees, claims, suits and civil liability by third parties (collectively, “Claims”) that the Indemnified Party may suffer or incur by reason of the Party’s : (i) infringement of any intellectual property rights of the Indemnified Party or a third party in connection with this Agreement, (ii) violation of any laws or regulations of any authority arising from the performance of the Party under this Agreement, and (iii) the gross negligence or wilful misconduct of the Party or its employees or agents in connection with this Agreement (iv) disclosure of Confidential Information to any third party except with written prior consent of disclosing Party.

25. Limitation on Liability

In no event or under any circumstance shall either Party be liable to the other or to any third party (or to any person claiming rights derived from the other Party’s rights) for damages of any kind whatsoever even if advised earlier of the possibility of such damages.
The Parties acknowledge that no warranties or guarantees of any kind shall apply to the Services provided by Quadra to the Client.
The Parties acknowledge that Quadra shall not be liable for bill amounts or consequent business impacts incurred by the Client as a result of the Client’s consumption of any public cloud services provided by Quadra.
The Parties acknowledge and agree that the Client shall be solely liable to deliver full and timely payments to public cloud service providers directly or through Quadra, as the case may be, with respect to any uncontrolled or unaccounted usage of the Services, whether or not due to unintentional misalignment, presence of any malware or any other issues or problems on the part of the Client.
The Parties acknowledge and agree that in the event that Quadra is constrained to make any payment to any public cloud service providers in pursuance of Client usage of the Services as contemplated in Clauses 5.3 and 5.4 hereinabove, the Client shall immediately compensate Quadra the full amount of such payment within five (5) working days from the date of payment by Quadra to the public cloud service provider(s). Failure of the Client to adhere to the provisions of this Clause shall amount to material breach of this Agreement as contemplated in Clause 7.2 hereinbelow.
The Parties acknowledge that Quadra shall not be liable to the Client for any business impacts arising from changes in the environment on account of the Services.
The liability of Quadra to the Client shall not, at any time, exceed the value of the Services provided by Quadra to the Client.

26. Definitions

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.

"Books and Records" means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records, data (including all correspondence with any Governmental Authority), sales material and records (including pricing history and sales and pricing policies and practices), strategic plans, marketing and promotional surveys, and material, research, and files relating to Intellectual Property.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in India are not open for business.

"Compensation" is defined in section [COMPENSATION].

"Confidential Information" has the same definition in this agreement as it does in the Non-Disclosure Agreement between the parties dated 23rd of July 2021, attached to this agreement and referred to in section [CONFIDENTIALITY OBLIGATIONS].

‍“Deliverables” means all items and materials to be provided or made available to CLIENT pursuant to a Scope of Work or in consequence of, or arising out of, the provision of the Services together with any deliverables and/or materials commissioned by Quadra from third parties.

"Data" means all information of, about, or relating to Client, including information

Client provides to Quadra in connection with the deliverables as defined in the Scope of Work.
Quadra learns about Client arising directly or indirectly from Quadra's performance of the Deliverable, and
any of Client's Confidential Information.

"Effective Date" is defined in the introduction to this agreement.

"Equipment" means, for either party, the computer and telecommunications equipment owned by that party and used in connection with providing and/or receiving the deliverable.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
copyrights, including all applications and registrations related to the foregoing,
trade secrets and confidential know-how,
patents and patent applications,
websites and internet domain name registrations, and
other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means

any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Non-Solicitation Period" is defined in section [MUTUAL NON-SOLICITATION].

"Person" includes

any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
any individual.

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

"Subsidiaries" means any legal entity

that a party owns more than 50% of the entity's outstanding voting securities or equity interests, or
of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

27. Acceptance and authorisation

The terms and conditions of the Master Services Agreement apply in full to the services and products provided under this Scope of Work.

‍IN WITNESS WHEREOF, the parties hereto each acting with proper authority have executed this Scope of Work, under seal.

For Quadrasystems.net India Private Limited

For Client

Name

Designation

Address

Signature

Date

Name

Designation

Address

Signature

Date

28. Annexure – A

28.1 SCOPE OF WORK

28.1.1 Time and materials

Client name

Client’s administrator

Project name

Engagement duration

Begin date

End date

28.1.2 Schedule of rates

Item description

Delivery schedule
(Business days)

Cost
(estimate)

28.1.3 Payment terms

Phase/Milestone

Completion date

Payments due

28.1.4 Assumptions

As per the Scope of Work

28.1.5 Engagement related expenses

Not applicable

29. Annexure – B

29.1 Intellectual Property Licensed to Client

Not applicable

Master Services Agreement

Table of Contents

Master Services Agreement

1. Appointment

2. Processes

2.1 Processes

2.2 Severable

2.3 Conflict of Terms

2.4 Changes to Scope of Work

2.5 Additional Scope of Work

3. Payment

3.1 Payment

3.2 Taxes

3.3 Interest on Late Payments

4. Term

5. Mutual Representations

5.1 Existence

5.2 Authority and Capacity

5.3 Execution and Delivery

5.4 Enforceability

5.5 No Conflicts

6. No warranty

6.1 "As-Is"

6.2 No Warranty

7. Management

7.1 Project Managers

7.2 Communications Though Project Managers

7.3 Contact Information

7.4 Change to Contacts or Contact Information

8. Software Deliverables and License Grant

8.1 Software Provided in Source Code

8.2 Object Code Only

8.3 Software License Grant

8.4 Firmware Sold, Not Licensed

8.5 Termination of License Grant

8.6 Third Party Software

8.7 Restrictions

8.8 Markings and Notices

8.9 As-Is Warranty

8.10 No Implied Warranty

9. Intellectual Property

10. Governing Law and Resolution of Disputes

11. Assignment

12. Complete Agreement

13. Force Majeure

14. Relationship

15. Severability

16. Modification

17. Confidentiality and Non-Disclosure

18. Mutual Non-Solicitation

18.1 Non-Solicitation of Employees and Customers

19. Publicity

19.1 Consent

19.2 Cooperation

19.3 No Unreasonable Delay

20. Compliance with Laws

21. Regulatory Matters

22. Termination

22.1 Termination on Notice

22.2 Termination for Material Breach

22.3 Termination for Insolvency

22.4 Termination for Change of Control

23. Effect of Termination

23.1 Termination of Obligations

23.2 Payment Obligations

23.3 No Further Liability

23.4 Advice as to Status of Work

23.5 Termination Assistance Services

23.6 Transition Plan

23.7 Transition of Services

24. Indemnification

25. Limitation on Liability

26. Definitions

27. Acceptance and authorisation

28. Annexure – A

28.1 SCOPE OF WORK

28.1.1 Time and materials

28.1.2 Schedule of rates

28.1.3 Payment terms

28.1.4 Assumptions