Contracts template

Service Agreement / Contract for Services

MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is made at [CITY], Pakistan on this [DAY] day of [MONTH], [YEAR] (the "Effective Date")

BY AND BETWEEN

[PROVIDER LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its registered/principal office at [PROVIDER ADDRESS], NTN [NUMBER] (hereinafter the "Provider") of the ONE PART;

AND

[CLIENT LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its registered/principal office at [CLIENT ADDRESS], NTN [NUMBER] (hereinafter the "Client") of the OTHER PART.

The Provider and the Client are referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Provider is in the business of providing [DESCRIBE SERVICES, e.g. software development / marketing / consulting / facilities] services.
B. The Client wishes to engage the Provider to provide such services, and the Provider has agreed to provide them, on the terms of this Agreement read with each Statement of Work.
C. This Agreement sets the framework terms; the specific scope, deliverables, timelines and fees for each engagement will be set out in a Statement of Work.

NOW THEREFORE the Parties agree as follows:

1. DEFINITIONS
1.1 "Services" means the services described in each Statement of Work.
1.2 "Statement of Work" or "SOW" means a document signed by both Parties describing the scope, deliverables, timeline, acceptance criteria and fees for a particular engagement, in the form of Schedule A.
1.3 "Deliverables" means the outputs the Provider is to deliver under an SOW.
1.4 "Fees" means the charges payable for the Services as set out in the relevant SOW.
1.5 "Client Materials" means any materials, data, systems or access provided by the Client to enable the Services.
1.6 "Background IP" means intellectual property owned by a Party before the Effective Date or developed outside this Agreement.

2. STRUCTURE AND PRECEDENCE
2.1 This Agreement governs all SOWs. In the event of conflict, the body of this Agreement prevails over an SOW except where the SOW expressly states that it varies a specified clause of this Agreement for that engagement only.

3. PROVISION OF SERVICES
3.1 The Provider shall perform the Services with reasonable skill, care and diligence, in a professional and workmanlike manner, and in accordance with the applicable SOW and the laws of Pakistan.
3.2 The Provider shall use suitably qualified personnel and shall remain responsible for the acts and omissions of its personnel and subcontractors.
3.3 Time shall be of the essence only where an SOW expressly so provides.

4. CLIENT OBLIGATIONS
4.1 The Client shall: (a) provide timely access to Client Materials, information, personnel and approvals reasonably required; (b) designate an authorised point of contact; and (c) perform its dependencies as set out in the SOW. The Provider is not liable for delay or failure caused by the Client's failure to meet its obligations.

5. CHANGE CONTROL
5.1 Any change to the scope of an SOW shall be agreed in writing through a change request signed by both Parties, recording the impact on fees and timeline. The Provider is not obliged to perform out-of-scope work until a change request is agreed.

6. ACCEPTANCE
6.1 Where an SOW specifies acceptance criteria, the Client shall review each Deliverable within [NUMBER] days of delivery and either accept it or give written notice of non-conformity with the acceptance criteria. If no notice is given within that period, the Deliverable is deemed accepted. The Provider shall remedy validly notified non-conformities and resubmit.

7. FEES, INVOICING AND TAXES
7.1 The Client shall pay the Fees set out in each SOW. Unless the SOW states otherwise, Fees are exclusive of sales tax on services.
7.2 The Provider shall invoice as set out in the SOW. Each undisputed invoice is payable within [NUMBER] days of the invoice date by bank transfer.
7.3 The Client shall pay all applicable sales tax on services (levied by the relevant provincial revenue authority or the Federal Board of Revenue, as applicable) and the Provider shall issue a tax-compliant invoice. The Client shall be entitled to deduct/withhold income tax at source as required by the Income Tax Ordinance, 2001 and shall provide the Provider with the prescribed withholding tax certificate.
7.4 Without prejudice to its other rights, the Provider may charge markup/late-payment interest at [RATE]% per [month] on undisputed amounts overdue beyond [NUMBER] days and may suspend Services on [NUMBER] days' written notice for continued non-payment.
7.5 The Client may withhold payment of any amount it disputes in good faith, provided it pays the undisputed balance and notifies the dispute promptly.

8. INTELLECTUAL PROPERTY
8.1 Each Party retains ownership of its Background IP. The Provider grants the Client a non-exclusive licence to use the Provider's Background IP only to the extent necessary to use the Deliverables.
8.2 Subject to full payment of the Fees for the relevant Deliverables, all intellectual property rights in the Deliverables created specifically for the Client under an SOW ("Foreground IP") shall vest in the Client, and the Provider assigns such rights to the Client. Until full payment, the Provider retains all such rights.
8.3 The Provider may use general know-how, skills and experience gained, and any non-Client-specific tools and libraries it develops, for its other clients.

9. CONFIDENTIALITY
9.1 Each Party shall keep the other's confidential information confidential, use it only for the purposes of this Agreement, and not disclose it except to personnel and advisers on a need-to-know basis. This obligation survives termination for [NUMBER] years.

10. DATA PROTECTION
10.1 Where the Provider processes personal data on behalf of the Client, it shall do so only on the Client's documented instructions, apply reasonable technical and organisational security measures, and comply with applicable Pakistani law, including the Prevention of Electronic Crimes Act, 2016.

11. WARRANTIES
11.1 Each Party warrants that it has the authority to enter into this Agreement. The Provider warrants that the Services will be performed as set out in Clause 3.1 and that the Deliverables will, for [NUMBER] days after acceptance, materially conform to the relevant SOW. The Client's exclusive remedy for breach of this warranty is re-performance or correction of the non-conforming Services/Deliverables.
11.2 Save as expressly stated, all warranties implied by law are excluded to the maximum extent permitted.

12. INDEMNITY
12.1 The Provider shall indemnify the Client against direct losses arising from a third-party claim that the Deliverables (excluding Client Materials) infringe that third party's intellectual property rights in Pakistan, provided the Client promptly notifies the claim, does not admit liability, and allows the Provider to control the defence.
12.2 The Client shall indemnify the Provider against losses arising from the Client Materials or the Client's breach of this Agreement.

13. LIMITATION OF LIABILITY
13.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
13.2 Neither Party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or data.
13.3 Subject to Clause 13.1, each Party's total aggregate liability arising out of or in connection with this Agreement and all SOWs shall not exceed [the total Fees paid under the relevant SOW in the [12] months preceding the claim / PKR [AMOUNT]].

14. TERM AND TERMINATION
14.1 This Agreement commences on the Effective Date and continues until terminated. Each SOW continues for the period stated therein.
14.2 Either Party may terminate this Agreement or any SOW: (a) for convenience on [NUMBER] days' written notice (subject to payment for Services performed up to termination); (b) immediately on written notice if the other commits a material breach not remedied within [NUMBER] days of notice; or (c) immediately if the other becomes insolvent, is wound up, or has a receiver appointed.
14.3 On termination: the Client shall pay for all Services and accepted Deliverables up to the termination date; each Party shall return or destroy the other's confidential information and materials; and accrued rights and Clauses intended to survive shall survive.

15. FORCE MAJEURE
15.1 Neither Party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate. If a force majeure event continues beyond [NUMBER] days, either Party may terminate the affected SOW.

16. RELATIONSHIP OF THE PARTIES
16.1 The Provider is an independent contractor. Nothing creates a partnership, agency, joint venture or employment relationship.

17. GOVERNING LAW AND JURISDICTION
17.1 This Agreement is governed by the laws of Pakistan, including the Contract Act, 1872. Subject to Clause 18, the courts at [CITY] have exclusive jurisdiction.

18. DISPUTE RESOLUTION
18.1 The Parties shall attempt to resolve any dispute by good-faith negotiation between senior representatives within [NUMBER] days. Failing that, the dispute shall be finally resolved by arbitration by a sole arbitrator under the Arbitration Act, 1940, seat and venue [CITY], language [English/Urdu]. The award shall be final and binding.

19. GENERAL
19.1 Assignment. Neither Party may assign without the other's prior written consent, save that either may assign to a successor of its business.
19.2 Subcontracting. The Provider may subcontract but remains responsible for the subcontracted work.
19.3 Notices. In writing to the addresses above (or as notified).
19.4 Severability; Waiver; Entire Agreement; Counterparts apply as standard: invalid provisions are severed; no waiver unless in writing; this Agreement with its SOWs is the entire agreement and supersedes prior understandings; and it may be executed in counterparts.

SCHEDULE A - FORM OF STATEMENT OF WORK
SOW No.: [ ] | Date: [ ]
1. Description of Services
2. Deliverables and milestones
3. Timeline / start and end dates
4. Acceptance criteria
5. Fees and payment schedule
6. Client dependencies
7. Key personnel
8. Any variations to the Master Services Agreement (clause-referenced)
Signed for the Provider: ____________   Signed for the Client: ____________

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.

For and on behalf of the PROVIDER
Signature: ______________________
Name: [NAME]   Designation: [DESIGNATION]

For and on behalf of the CLIENT
Signature: ______________________
Name: [NAME]   Designation: [DESIGNATION]

WITNESS 1
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]

WITNESS 2
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]