STAMP DUTY INSTRUCTIONS
JurisdictionKarnataka
Stamp value₹200 (Karnataka Stamp Act, Art. 5(j) 'Agreement not otherwise provided for'); e-stamp via SHCIL or Kaveri
Howe-stamp via Kaveri Online (https://kaveri.karnataka.gov.in) / SHCIL e-stamp (https://www.shcilestamp.com).
Service Agreement
Effective from ·
This Service Agreement ("Agreement") is entered into on [Date] at by and between:
Client
Service Provider
(each a "Party" and collectively the "Parties") who agree as follows:
1. Scope of Services
The Service Provider agrees to provide the following services (the "Services") to the Client:
2. Term
This Agreement shall commence on [Start Date] and shall continue until completion of the Services or termination in accordance with Clause 8.
3. Fees & Payment
In consideration for the Services, the Client shall pay the Service Provider a fixed fee of ₹ 0/- for the entire scope of work, subject to any applicable withholding taxes (including TDS under Section 194J of the Indian Income Tax Act, where applicable). Payment terms: . All invoices shall be payable by bank transfer within 15 (fifteen) days of receipt, unless otherwise agreed in writing.
4. Expense Reimbursement
5. Independent Contractor
The Service Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of the Client. The Service Provider shall be solely responsible for the payment of all taxes, including income tax, GST (if applicable), professional tax, and any other statutory dues arising out of the fees paid hereunder. Nothing in this Agreement shall create any employer-employee relationship.
6. Intellectual Property
All work product, deliverables, reports, source code, designs, documentation and all other materials created by the Service Provider in the course of providing the Services (collectively, the "Work Product") shall be considered "work-for-hire" and shall be the sole and exclusive property of the Client. The Service Provider hereby assigns to the Client all rights, title and interest in and to the Work Product, including all intellectual property rights therein, free of any encumbrance.
7. Confidentiality
Each Party shall hold in strict confidence all non-public information disclosed by the other Party in connection with this Agreement, including without limitation business plans, financial data, customer lists, trade secrets, source code, and any information marked as confidential. The Receiving Party shall use such information solely for the performance of its obligations hereunder, and shall not disclose the same to any third party without the prior written consent of the Disclosing Party. These obligations shall survive termination of this Agreement for a period of 3 (three) years.
8. Warranties
The Service Provider warrants that (a) the Services shall be performed in a professional and workmanlike manner; (b) the Work Product shall be original and shall not infringe any third-party intellectual property rights; (c) the Service Provider has the full authority and all necessary rights to enter into and perform this Agreement.
9. Termination
Either Party may terminate this Agreement for convenience by giving 15 (fifteen) days' prior written notice. Either Party may terminate this Agreement forthwith on written notice for material breach by the other Party that is not cured within 10 (ten) days of notice. On termination, the Service Provider shall deliver all Work Product completed up to the date of termination and shall be paid pro-rata for Services rendered until such date.
10. Indemnity
Each Party shall indemnify and hold harmless the other Party from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with its breach of this Agreement or its negligence or wilful misconduct.
11. Limitation of Liability
Except in respect of a Party's indemnity obligations, breach of confidentiality, or breach of intellectual property obligations, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either Party arising under this Agreement shall not exceed the total fees paid or payable under this Agreement in the 12 (twelve) months preceding the claim.
12. Non-solicitation
During the term of this Agreement and for 12 (twelve) months thereafter, neither Party shall directly or indirectly solicit or attempt to hire any employee or contractor of the other Party who was engaged in or exposed to the Services.
13. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of . Any dispute arising out of or in connection with this Agreement shall be first attempted to be resolved through good-faith discussions between the Parties. Failing resolution within 30 (thirty) days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 before a sole arbitrator mutually agreed between the Parties, with the seat and venue at , .
14. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous understandings. Any modification must be in writing and signed by both Parties.
15. Additional Terms
CLIENT
______________________
SERVICE PROVIDER
______________________