Thank you! Your submission has been received!
Oops! Something went wrong.
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].)
The parties will describe each individual Deliverable to be provided under this agreement in its own Scope of Work (each, a "Scope of Work").
The parties may terminate any individual Scope of Work without affecting the remaining agreement or any other Scope of Work.
If there is a conflict between the terms of this agreement and any Scope of Work, the Scope of Work will control.
Client will pay to Quadra compensation for each Deliverable according to the fee schedules listed in the applicable Statements of Work (the "Compensation").
Client will pay each invoice to Quadra within 30 Calendar Days after receiving each invoice.
Payment amounts under this agreement do not include Taxes. Client will pay all Taxes applicable to payments between the parties under this agreement.
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.
This agreement begins on 26th July 2021 and will continue until the expiration the last Scope of Work, unless terminated earlier (the "Term")
The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
The parties have the authority and capacity to enter into this agreement.
The parties have duly executed and delivered this agreement.
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.
Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement
Unless otherwise listed in this agreement, the Deliverable are provided "as is," with all faults, defects, bugs, and errors.
Unless otherwise listed in this agreement,
Each party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will
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).
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.
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.
Quadra will be required to provide Software Deliverables in object code only.
Quadra hereby grants to Client a non-exclusive, non-transferable worldwide license to
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.
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.
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.
Neither Client, nor any of its Subsidiaries, Affiliates, or agents, will
Client will not remove any copyright notices, proprietary markings, trademarks, or trade names from any Software Deliverable or documentation.
Software Deliverables and documentation are provided "as-is".
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.
This Agreement shall be governed by the laws of India. The courts in Coimbatore, India shall have exclusive jurisdiction over the Agreement.
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.
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.
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.
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.
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
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.
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
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.
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.
The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
Each party will
Each party shall promptly notify the other
Each party may terminate this agreement for any reason on 30 Business Days’ notice to the other party.
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
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.
Subject to Clause 4, on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.
Even after termination or expiration of this agreement, each party shall
On termination or expiration of this agreement, neither party will be liable to the other party, except for liability
On termination or expiration of this agreement or of a particular Scope of Work, Quadra shall
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.
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.
On termination of this agreement for any reason, Quadra shall
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.
"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
"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
"Law" means
"Non-Solicitation Period" is defined in section [MUTUAL NON-SOLICITATION].
"Person" includes
"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
"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.
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.
As per the Scope of Work
Not applicable
Not applicable
We would love to work with you. Please fill up this short form and we will be in touch with you.
If you are a job seeker, then please head over to our careers page and submit your resume via our career portal.