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Service Engagement Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes and regulates the professional relationship between a service provider and client. The document outlines the scope of services, delivery terms, payment conditions, and legal obligations while ensuring compliance with Indian regulatory requirements including the Indian Contract Act, 1872. It includes detailed provisions for service delivery, quality standards, intellectual property rights, confidentiality, dispute resolution, and termination procedures, making it suitable for both domestic and international service arrangements within Indian jurisdiction.

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What is a Service Engagement Agreement?

The Service Engagement Agreement serves as a fundamental legal instrument in Indian business transactions, designed to formalize professional service arrangements between service providers and their clients. This document is essential when engaging external service providers, consultants, or professional firms for specific projects or ongoing services. It ensures compliance with Indian legal requirements, including the Indian Contract Act, 1872, and relevant service sector regulations. The agreement typically covers comprehensive service specifications, commercial terms, intellectual property rights, confidentiality obligations, and risk allocation between parties. It's particularly relevant for both domestic and international service arrangements where Indian law governs the relationship, providing clarity on deliverables, payment terms, and dispute resolution mechanisms.

What sections should be included in a Service Engagement Agreement?

1. Parties: Identifies the contracting parties with their full legal names, addresses, and company registration details

2. Background: Provides context for the agreement and brief description of the parties' business relationship

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Services: Detailed description of services to be provided, including deliverables and performance standards

5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination

6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods

7. Service Provider Obligations: Key responsibilities and commitments of the service provider

8. Client Obligations: responsibilities and commitments of the client

9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Indemnification: Mutual indemnification obligations and liability allocation

12. Force Majeure: Provisions for unforeseen circumstances preventing performance

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

14. General Provisions: Standard legal clauses including notices, assignment, and entire agreement

What sections are optional to include in a Service Engagement Agreement?

1. Data Protection: Required when personal data processing is involved, addressing data security and privacy requirements

2. Non-Compete: Include when restricting service provider from competing activities

3. Non-Solicitation: Include when preventing parties from soliciting each other's employees or clients

4. Insurance: Required when specific insurance coverage needs to be maintained

5. Service Levels: Include when specific performance metrics and standards need to be maintained

6. Compliance with Laws: Detailed section needed when operating in regulated industries

7. Exit Management: Include for complex services requiring transition planning

8. Business Continuity: Required for critical services needing disaster recovery planning

What schedules should be included in a Service Engagement Agreement?

1. Schedule 1 - Service Description: Detailed specifications of services, methodologies, and deliverables

2. Schedule 2 - Fees and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones

3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and penalties/rewards

4. Schedule 4 - Key Personnel: List of key team members and their roles

5. Schedule 5 - Technical Requirements: Technical specifications, systems, and infrastructure requirements

6. Schedule 6 - Compliance Requirements: Specific regulatory or industry compliance requirements

7. Appendix A - Contact Details: Key contact persons and escalation matrix

8. Appendix B - Required Documents: List of mandatory documents, certifications, and compliance proof

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Cost

Free to use

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