Master Services Agreement
               
                                                                                   Commercial Term Sheet
PARTIES:
Service Provider:	Course5 Intelligence Limited 	Client:	_____________ 
Name of the Entity:-	Course5 Intelligence Limited 	Name of the Entity:-	_____________ 
Address:	Unit No. 201, 1st floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, India - 400018.	Address:	_____________ 
Term:
Start Date:		End Date:	
Auto Renew: Yes 

This Commercial Term Sheet (“Commercial Term Sheet”) must be read alongside the following Terms and Conditions (“T&Cs") entered into on __________day of______________ 202_, constitute a binding agreement ("Agreement") between the parties and will apply to statement of work / work order, amend-ments, addendums and/or any services supplied to Client by Service Provider during the Term.

Executed for and on behalf of Client:


………………………………………………..
Name:
Title:
Date of signature:	Executed for and on behalf of Service Provider:


………………………………………………..
Name:
Title:
Date of signature:

 
TERMS AND CONDITIONS

1.	INTRODUCTION
These T&Cs apply to the provision by Service Provider to Client of certain services, as described in each Statement of Work. In the event of any conflict or inconsistency, the documents shall prevail in the following order: (i) the T&Cs; and (ii) a Statement of Work (subject to any express written statement in a document or part thereof that states that such document or part thereof prevails over the T&Cs).

2. DEFINITIONS AND INTERPRETATION
2.1 Terms not defined in these T&Cs will have the meanings set out in the applicable Statement of 

      Work. In addition, the following terms shall have the following meanings:

“Affiliate” means, in relation to either party, any of the following: (a) companies directly or 
indirectly belonging to or controlled by that party through management appointment or oth-erwise; b) companies directly or indirectly be-longing to or controlled by companies which directly or indirectly own or control that party; and (c) any companies having entered into an affiliation agreement with that party or the above-referred companies. “Control” means the power of an entity to secure that the affairs of another are conducted in accordance with its wishes and "controlled" shall be construed accordingly; 

“Client Materials” means Materials provided by or on behalf of Client to Service Provider in connection with this Agreement.

“Confidential Information” means information that is owned or controlled by either Party or its Affiliate(s) (“Disclosing Party”) and 

is directly or indirectly disclosed or otherwise made available hereunder to the other Party (“Receiving Party”), whether written, graphic, oral, visual, tangible or intangible, in any form 
or format (including machine or computer readable code) and whether or not disclosed before or after the Execution Date of this Agreement, and whether or not such information is marked as confidential. Confidential Information includes, without limitation, any and all technical and non-technical data, formulae, ideas, know-how, materials, methods, operational information, patent applications, plans, procedures, processes, product information, projections, specifications, standards, strategies, technical information, techniques, trade secrets, tools, or other technical, business or proprietary information

“Deliverables” means the deliverable provided by Service Provider to Client which are more fully described or identified in each Statement of Work;

Work Product”: Any Deliverable produced, created, by the Service Provider specifically for the Client during the performance of services under this Agreement, including software code, algorithms, documentation, designs, and processes generated as a direct result of the services provided.

“Fees” means the fees invoiced and payable by Client as set out in each Statement of Work; All Fees are exclusive of applicable taxes.

“Intellectual Property Rights” means patents, rights to inventions, copyright, trademark, design and related rights associated with works of authorship, including copyrights, moral rights and mask-works, trademarks and service marks, trade names, domain names trade dress, symbols, logos, designs, and other source identifiers; rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whether capable of registration or not (unregistered) and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world;

“Services” means the services to be provided by Service Provider to Client pursuant to this Agreement, as described in each Statement of Work;

Service Provider: The Course5 Intelligence entity entering into this Agreement unless repugnant to the context and subject shall mean and include its successors-in-interest, Affiliates and wholly owned subsidiaries.

“Statement of Work” or “SOW” shall mean a separate or individual written SOW executed under this Agreement by the Parties for each project and includes a detailed statement and description of the scope of the project, all Deliverables, Acceptance Criteria if applicable, Fees, out of pocket expenses if any and schedule delivery of the Deliverables as well as additional information required for the successful completion of Services

3.	Representations and Warranties
3.1 Client warrants, undertakes and agrees with Service Provider that it shall at all times during the continuance of this Agreement:
(a) Provide timely, accurate and sufficient information, access and materials to Service Provider as reasonably requested by Service Provider in the provision of the Services and performance of its obligations under this Agreement.
(b)	has all requisite corporate power and authority to enter into this Agreement.
(c)	In the event the Client requires Service Provider to provide the Services on Client’s premises, or any other premises designated by the Client, the Client shall: (i) Assign members of staff with suitable skill and experience to be responsible for Service Provider activities.
(ii) Provide such information as may be required by Service Provider to carry out the Services and ensure all such information is correct and accu-rate; and 
(iii) Ensure that all necessary safety and security precautions are in place at Client’s premises.
(d) Service Provider shall be entitled to charge the Client for any additional costs and expenses which Service Provider may incur as a result of any hazardous conditions or material encountered at the Client premises.
(e) Service Provider shall not be obliged to continue to perform the Services where the Client breaches any of the warranties given by the Client in this clause 3 or where Service Provider considers there is a safety hazard, or such performance would represent a breach of law. 
3.2 	Service Provider warrants, undertakes and agrees that:
(a) Service Provider owns all right, title and interest in, or otherwise has full right and authority to permit the use of Service Provider contributions to the Deliverables, and (b) to the best of Service Provider’s knowledge, Service Provider’s contributions to the Deliverables do not infringe the rights of any third party.
(b) Service Provider warrants and represents that the Deliverables to be provided by Service Provider will conform to the applicable Statement of Work.
(c) The Service Provider agrees to perform the services under this Agreement with reasonable care and skill, in alignment with generally accepted professional standards for such services and in consideration of relevant laws and regulation




4. SCOPE OF AGREEMENT 
4.1 This Agreement shall be the master contract between the Parties and shall govern their relationship and transactions.
4.2 The scope of services in fulfilment of this Agreement shall be as per the specific SOW. Both Parties shall confirm their acceptance of the SOW in writing. All work and performance under this Agreement shall be pursuant to one or more Statements of Work, each of which shall be in writing and shall become effective only upon execution by authorized representatives of both Parties which date shall be set forth in the Statement of Work (the “SOW Effective Date”). 
4.3 The Parties may change the nature and scope of the Services being provided under a SOW by mutual written agreement. Any changes to a SOW must: (i) be in writing; (ii) set forth the specific terms of the changes; and (iii) be signed by both Parties. By a written notice, Client may request a change in scope of Services to be provided under any SOW (each a “Change Request”). If a Change Request is delivered to Service Provider by Client, then Service Provider and Client shall negotiate in good faith to alter, amend, modify, supplement or otherwise change the conditions, provisions and terms contained in such SOW including any applicable changes to the completion date, deliverables, costs, expenses, fees and rates. 

5.	Compensation 
5.1 Unless specified otherwise, Service Provider shall invoice the Client on a monthly basis for the Services rendered. All invoices will be submitted to the billing address provided by the Client and the Client undertakes to pay/clear such invoices within 30 days from the date of the invoice.
5.2 Payment by the Client for the services provided shall be a fundamental obligation under the Agreement. Any default of payment, subject to the terms of this Agreement or without reason-able cause shall entitle Service Provider to suspend or terminate this Agreement giving 30 (thirty) days’ notice period.
5.3 Any invoices not paid within thirty (30) days from the date of invoice shall be subject to interest accruing at Eighteen(18%) per annum, till such date the payment is received from the due date until all amounts, including the principal outstanding balance and all interest, are paid in full. The Client shall pay the Service Provider for any and all reasonable expenses of collection, including, but not limited to, reasonable attorney's fees.
5.4 Unless the Client provides The Service Provider with a valid and applicable exemption certificate, Client will bear the cost of and will pay when due any and all Covered Taxes imposed on or arising from any transactions under this Agreement or any SOW. For purposes of this Agreement, (i) “Taxes” means any present or future Indian / non-Indian federal, state, local, foreign or provincial taxes, assessments, claims, permits, fees and other charges of any kind, however designated, assessed, charged or levied now or hereafter, and (ii) “Covered Tax-es” means any sales, use, ad valorem, excise, transaction, goods and services, value-added or similar Taxes, but excluding any Taxes imposed on or with respect to net income, employment Taxes, and property Taxes. Client will indemnify and defend Service Provider from any and all interest and penalties borne by Service Provider that arise from Client’s failure to timely pay any Covered Taxes that are timely invoiced to Client.
5.5 If the Client disputes, in good faith, any items on an invoice in whole or in part, the Client shall notify Service Provider of the reasons within 10 (ten) days.

6.Acceptance
6.1 Service Provider and Client shall by mutual agreement set forth the terms of the approval of Services and the acceptance of any Deliverable in the Statement of Work (“Acceptance Criteria”). 
6.2 Client shall review the performance of the Services upon completion and the Deliverables upon delivery in order to ensure compliance with the Acceptance Criteria. In the event the Services or the Deliverables are not in compli-ance with the Acceptance Criteria, Client shall provide a written Notice to Service Provider of the defect, error, or non-conformity within fif-teen (15) days after performance of Services or delivery of the Deliverables (“Rejection Notice”). Any non-approval of the Services or rejection of the Deliverables by Client shall be only on the grounds of defect, error or non-conformity with the Acceptance Criteria as detailed in the Statement of Work. Upon receiving a Rejection Notice, Service Provider shall correct such defect, error, or non-conformity within a time period mutually agreed to by the Parties. In the event that after reasonable efforts by Service Provider to meet acceptance by Client, Services are not approved, or a Deliverable is not accepted, then Client will be entitled to a refund of paid Compensation on a prorated basis which directly relate to the portion of the Services and Deliverables which are not accepted. Client shall return all unaccepted Deliverables and shall have no further rights or interests therein, including any Intellectual Property Rights to such unaccepted Deliverables. If Client does not provide a Rejection Notice within fifteen (15) days following the performance of the Services or delivery of the Deliverables, the Services will be deemed approved, and Deliverables will be deemed accepted by Client and all Compensation and Expenses related to the Services and Deliverables must be paid by Client.

7. Intellectual Property / Proprietary Rights
7.1 Subject to the condition that Client has fully paid for the Services and Deliverables and ex-cept as set forth below, Client owns all rights, title and interest in and to Intellectual Property Rights specifically related to Work Product developed by Service Provider for Client pursuant to a Statement of Work
7.2 The Service Provider and its licensors retain full ownership of all background information, intellectual property, software, aggregated data sets, and related documentation developed or owned prior to, or independently of, this Agreement (“Service Provider Materials”). This includes any intellectual property rights associated with software or materials licensed to the Client as part of the Deliverables under this Agreement.
7.3 The Service Provider grants the Client a limited, non-exclusive, royalty-paid, world-wide, revocable license to use the Service Provider Materials solely as incorporated within the specific Deliverables provided under this Agreement. The Client’s rights are strictly limited to the use of the Service Provider Materials within the Deliverables and do not extend to copying, processing, modifying, distributing, or any other use beyond the scope of the De-liverables.
7.4 All rights to the Service Provider Materials, including any enhancements, improvements, or derivative works, remain with the Service Provider. This clause shall survive the termination or expiration of this Agreement to ensure the protection of the Service Provider’s intellectual property and proprietary materials.
7.5 The Parties agree that the Service Provider Materials, Client Material and any intellectual property or proprietary rights, including, but not limited to software, technology, deliverables, development tools, methodologies, intellectual know-how, trade secrets, trade names, trademarks, service marks, copyrights, patents, and the like, that are developed, owned, or licensed by each Party will remain the sole property of that Party and the other Party will have no rights or interest therein. Each Party agrees, however, to provide reasonable access to the other Party to its intellectual property and/or proprietary rights to the extent necessary to effectuate the Services and/or Deliverables and duties under this Agreement and respective SOWs.
7.6 The Parties reserve all rights to any future Intellectual Property developed independently of the Services. Such Intellectual Property shall remain the sole and exclusive property of such Party developing the same without any direct or indirect use or inference to or from either Party’s Confidential Information and/or Intellectual Property.

8.Indemnification 
8.1 Mutual Indemnification: In the event of a breach by one Party (“Breaching Party”), the other Party (“Non-Breaching Party”) shall give the Breaching Party a Notice of Breach. The Breaching Party agrees to indemnify and save harmless the Non-Breaching Party as well as each one of its including its officers, directors, and employees, from any third-party claims, liabilities, losses, damages, costs, and expens-es (including reasonable attorneys’ fees) arising from the indemnifying Party’s gross negligence or willful misconduct.
8.2 Indemnification by Service Provider: The Service Provider shall indemnify and hold the Client harmless from any claims alleging that the use of software and services provided under this Agreement infringes on any third-party intellectual property rights. The Client shall promptly notify Service Provider of any claim or suit. The Service Provider will control the defense and settlement negotiations, and the Client will provide reasonable assistance as needed If damages are caused by joint negligence, the Parties will mutually agree on how to bear the costs.
8.3 Indemnification by Client: The Client agrees to indemnify, defend, and hold harmless the Service Provider and its affiliates from any claims arising from the Client's breach of this Agreement or use of Services in violation of any laws, third-party claims related to the Client's data or instructions, the Service Provider's compliance with legal requirements at the Client's direction, and the Client's requests for the Service Provider to respond to any judicial or quasi-judicial investigations or inquiries or re-quests. The Client will fully cooperate in the defence of any claim by providing all necessary information and assistance. While the Service Provider will control the defence, any settlement will require the Client's consent, which shall not be unreasonably withheld. In the event of a dispute involving the Client or the subject matter of the Services, where the Service Provider is not a named party, the Client shall pay the Service Provider for any reasonable attorney's fees, legal expenses, and other costs incurred, including the cost of time spent by the Service Provider's personnel in responding to, defending, or participating in such a dispute when called or subpoenaed for depositions, examinations, appearances, and/or document production

9. Term And Termination
9.1 The Term of this Agreement comes into effect on the Start Date and continues until terminated by either party
9.2 Either party may terminate this Agreement (including all Statement(s) of Work) or the applicable Statement(s) of Work immediately upon written notice to the other party if the other party breaches any material provision of the Agreement and fails to remedy that breach within thirty (30) days of receiving a written request to do so. For the sake of clarity, a material breach shall be deemed to occur when a party fails to fulfil a significant obligation out-lined in the contract, resulting in substantial harm to the other party and significantly undermining the agreement, thereby defeating the purpose of the contract.
9.3 Either party may terminate this Agreement (including all Statement(s) of Work) immediately on written notice to the other party if the other party has a receiver, administrative receiver, administrator, liquidator or provisional liquidator appointed over all or any part of its assets (or their respective equivalents in any other jurisdiction). 
9.4 Upon the expiration or termination of this Agreement:
(a) The Client shall pay to Service Provider all pending amounts within 30 (thirty) days after the raising of invoice as per agreed terms all amounts remaining due to Service Provider or the services rendered till the date of expiration; and
(b) Service Provider shall deliver to the Client, all Client items and materials received from the Client concerning to the provision of the Services, including any document or information thereof which are then in the possession of Service Provider.
(c) Post Termination and/or Expiry Transition Services: If requested by the Client, Service Provider agrees to provide reasonable transition services for a period of up to 30 days post-termination or expiration to ensure a smooth transition of Services. The Client agrees to pay for these transition services at the rates agreed upon in this Agreement or, if not specified, at Service Provider’s standard rates. These transition services may include the transfer of knowledge, documentation, and assistance necessary for the Client to transition to a new Service Provider or to handle the services internally. 

10.Limitation of Liability
10.1 In no event will either party be liable to the other party for any indirect, incidental, consequential, special or exemplary, lost revenue, punitive damages (even if such party has been advised of the possibility of such damages) arising from any provision of this agreement or any statement of work issued hereunder. 
10.2 Without prejudice to the foregoing, Service Provider’s liability under this agreement and any relevant statement of work shall not exceed the total compensation paid by the client to Service Provider in the preceding three (3) months under the relevant active SOW from the most recent event giving rise to such liability.

11. Assignment and Sub-Contracting
The Service Provider may at any time assign, transfer, or subcontract any or all of its obligations under this Agreement to its Affiliates or wholly owned subsidiaries without requiring prior approval. However, any assignment, transfer, or subcontracting to third parties shall require the prior written consent of the other party, except in the case of a merger, acquisition, consolidation, or similar corporate action, in which case no prior consent shall be required. Notwithstanding the foregoing, the Service Provider shall always remain liable for the performance and adherence to the terms of this Agreement.

12.Confidentiality
12.1 Each party undertakes that it will keep confidential and not at any time hereafter use or disclose to any person, except: (i) to its professional representatives and advisors; (ii) in the case of Service Provider only, to its Service Provider Affiliates or sub licensees or sub-Service Providers (including, without limitation, business process outsourcing services providers); or (iii) as may be required by law or any legal or regulatory authority, the terms and conditions or existence of this Agreement or any Confidential Information.
12.2 Neither party shall use Confidential Information except for performing its obligations in accordance with the terms of this Agreement.
12.3 These confidentiality obligations shall not apply to any Confidential Information that: (i) is or becomes part of the public domain through no fault of the receiving party; (ii) can be shown by the receiving party to the disclosing party's reasonable satisfaction to have been known to the receiving party prior to the dis-closure by the disclosing party without any obligation to keep such Confidential Information confidential; (iii) is required by law or any governmental or other regulatory authority to be disclosed or by the order of a court of competent jurisdiction; or (iv) performing its obligations in accordance with the terms of this Agreement and (v) is independently developed by the receiving party without any breach of this Agreement as evidenced by written records.

13. Data Protection
In the event that, during the performance of Services hereunder, Service Provider receives, observes or otherwise comes into possession of personal information that is protected by any applicable privacy laws, Service Provider agrees to fully comply with such laws, as they may be applicable to Service Provider based on the nature of the Services, including without limitation, maintaining the confidentiality of any protected information, and that, whether or not such laws apply to Service Provider based on the nature of the Services. The Service Provider is currently certified under ISO 27001 (Information Security Management System) and ISO 27701 (Privacy Information Management System) and will endeavor to maintain these certifications or equivalent standards to ensure continued adherence to best practices in information security and privacy management throughout the term of this Agreement and shall observe the highest standards of organizational, technical, logical, and physical safe-guards to ensure the protection of personal data. In addition to the requirements stated in this section, Service Provider will adhere to the requirements specified in the Data Processing Addendum to be entered into by the Parties if personal data is transferred for processing by the Service Provider. The Service Provider further agrees to promptly notify the other party of any changes to its certification status or any incidents that could impact the security and privacy of the personal data.

14. Non-Exclusivity
Client acknowledges and agrees that Service Provider may provide services to third parties from time to time and this engagement is on a non-exclusive basis. Subject to the restrictions on the use of data and the disclosure of confidential information as set forth in this Agreement, nothing in this Agreement or any SOW will impair Service Provider’s right to acquire, license, market, distribute, develop for itself or others or have others develop for Service Provider similar technology performing the same or similar functions as the technology and Services contemplated by this Agreement or any SOW.

15. Non-Solicitation. 
During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party (including their employees, agents, and Service Providers) will solicit, directly or indirectly, for employment or employ any employee of the other Party who is or was actively involved in the performance, consumption or evaluation of the Services without the prior written consent of the other Party. The provisions under this clause shall not prohibit either Party from such activities that are not specifically targeted at the employees of the other Party (a) from engaging in general recruitment activities, including job advertisements or recruitment through third-party agencies,. (b) restrict employees of either Party from responding to unsolicited job offers or inquiries from the other Party, (c) This clause does not apply to employees who have voluntarily left their employment with the other Party prior to the initiation of employment discussions or who have been separated from their previous employment for more than twelve (12) months.

16. Insurance
The Service Provider currently maintains adequate insurance coverage and is committed to ensuring continuous coverage throughout the term of this Agreement. Evidence of such insurance will be provided to the Client upon request, offering reassurance of our commitment to risk management and protection.

17. General
17.1 No waiver by either Party of any breach or default of any of the provisions of this Agreement or a Statement of Work shall be construed as a waiver of any succeeding breach of the same or any other provision hereof.
17.2 This Agreement sets forth the entire under-standing of the Parties and supersedes all prior proposals, oral or written, all previous negotiations and all other communications and under-standings with respect to the subject matter hereof. 
17.3 If any provision of this Agreement is held to be unenforceable or ineffective for any reason, it shall in no way affect the validity of the remaining provisions and shall be adjusted rather than avoided, if possible, in order to achieve the business intent of the Parties to the extent legally possible. 
17.4 Neither Party shall be deemed to have breached this Agreement for failure to perform its obligations under this Agreement to the ex-tent such failure results from acts beyond its control such as acts of God, earthquakes, fires, floods, embargoes, wars, acts of terrorism, insurrections, riots, civil commotions pandemics, epidemics, government lockdowns and similar events. If a force majeure event occurs, the Party unable to perform shall promptly notify the other Party of the occurrence of such event, and the Parties shall meet (in person or telephonically) promptly thereafter to discuss the circumstances relating thereto. The Party unable to perform shall (a) provide reasonable status updates to the other Party from time to time, (b) use commercially reasonable efforts to mitigate any adverse consequences arising out of its failure to perform and (c) resume performance as promptly as possible. 
17.5 Each Party will have the right to list the name of the other Party, to make general references to the basic nature of the relationship between the Parties under this Agreement and to describe generally the type of services being provided by Service Provider to Client under this Agreement and each SOW in such Party’s promotional and marketing materials, in such Party’s oral or visual presentations to third par-ties and in interviews conducted by any form of media. 
17.6 No provision of this Agreement (or any document entered into in connection with this Agreement) shall be modified or varied without the written consent of the Parties. 
17.7 Any notice, request or instruction to be given hereunder by any Party to the other shall be in writing, in English language and delivered personally, or sent by registered mail postage prepaid, or courier, or electronic mail (followed by a confirmation by mail) or facsimile, addressed to the concerned Party at the address set forth in this Agreement or any other address subsequently notified to the other Parties. A notice shall be deemed to be effective (i) in the case of a registered mail with acknowledgement due, the date on the acknowledgment (ii) in case of courier, the date mentioned on the courier receipt, (iii) in case of electronic mail on receipt of read receipt mail (iv) in case of personal delivery, at the time of delivery.
If to Client 	If to Service Provider
Attn: 		Attn:
Address: 		Address:
Email: 		Email:
			Copy to : legal@c5i.ai
17.8 This Agreement may be signed in counter-parts   and by the parties on separate counter-parts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document. 
17.9 This Agreement is governed by and shall be construed in accordance with the laws of India. The courts of competent jurisdiction within Mumbai shall have exclusive jurisdiction over any and all disputes relating to this Agreement or performance there under, and the Parties waive any objections thereto, and submit to the said courts. This clause shall not prevent Service Provider from taking action against Client through any court of competent jurisdiction in relation to: (a) the non-payment or late payment of Fees or other amounts payable to Service Provider; or (b) interim or injunctive re-lief. 
 

Executed for and on behalf of Client:


………………………………………………..
Name:
Title:
Date of signature:	Executed for and on behalf of Service Provider:


………………………………………………..
Name:
Title:
Date of signature: