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Vendor Service Agreement Template for India

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Key Requirements PROMPT example:

Vendor Service Agreement

"I need a Vendor Service Agreement for an IT services provider who will be maintaining our cloud infrastructure and providing cybersecurity services, with strict data protection requirements and service level commitments, starting from March 2025."

Document background
The Vendor Service Agreement serves as the primary contractual document governing the relationship between service providers and their client organizations in India. This agreement is essential when businesses engage external vendors for various services, from routine maintenance to specialized professional services. The document comprehensively addresses service scope, delivery standards, commercial terms, and risk allocation while ensuring compliance with Indian legal requirements, including the Indian Contract Act, 1872, and relevant service-specific regulations. It provides necessary protections for both parties through detailed provisions on intellectual property, confidentiality, liability limitations, and dispute resolution mechanisms. The agreement structure accommodates various service types while maintaining consistency with Indian commercial practices and legal precedents.
Suggested Sections

1. Parties: Identifies and provides full legal details of the contracting parties

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the vendor

5. Term and Termination: Duration of the agreement and conditions for termination

6. Payment Terms: Pricing, payment schedule, invoicing, and payment methods

7. Service Levels: Performance standards, metrics, and measurement criteria

8. Vendor Obligations: Key responsibilities and commitments of the vendor

9. Client Obligations: Key responsibilities and commitments of the client

10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision

11. Confidentiality: Protection and handling of confidential information

12. Indemnification: Parties' obligations to protect each other against specific losses

13. Limitation of Liability: Caps and exclusions on liability

14. Force Majeure: Handling of events beyond parties' reasonable control

15. Dispute Resolution: Process for resolving disagreements between parties

16. Governing Law: Applicable law and jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Data Protection: Required when personal data processing is involved in service delivery

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

3. Insurance: Required for high-risk services or when significant liability exposure exists

4. Security Requirements: Necessary when vendor requires access to client systems or handles sensitive information

5. Business Continuity: Important for critical services or long-term engagements

6. Transition Services: Required when complex service handover is anticipated at contract end

7. Audit Rights: Important when compliance verification or performance monitoring is crucial

8. Subcontracting: Needed when vendor may need to engage subcontractors

9. Change Control: Required for long-term or complex services where scope changes are likely

10. Personnel Requirements: Important when specific qualifications or security clearances are required

Suggested Schedules

1. Schedule 1 - Service Description: Detailed technical specifications of services to be provided

2. Schedule 2 - Service Levels and KPIs: Detailed metrics, measurement methods, and penalties/rewards

3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones

4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation

5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable

6. Schedule 6 - Security Requirements: Detailed security protocols and requirements

7. Schedule 7 - Contact Details: Key personnel and escalation matrix

8. Appendix A - Required Reports: Templates and specifications for required service reports

9. Appendix B - Policy Requirements: Relevant client policies vendor must comply with

10. Appendix C - Equipment and Resources: List of equipment or resources to be provided by either party

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses









































Relevant Industries

Information Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Retail

Telecommunications

Construction

Energy

Transportation and Logistics

Education

Real Estate

Media and Entertainment

Hospitality

Consulting

Relevant Teams

Legal

Procurement

Finance

Operations

Risk Management

Compliance

Supply Chain

Information Technology

Commercial

Project Management

Vendor Management

Internal Audit

Business Operations

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Vendor Relations Manager

Chief Financial Officer

Operations Director

Project Manager

Risk Management Officer

Compliance Officer

Business Unit Head

Supply Chain Manager

Chief Technology Officer

Commercial Director

General Counsel

Finance Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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