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)
Vendor Master Agreement
Karnataka · [Date]
- Client
- Vendor
- Initial term
- 2 years
- Payment terms
- Net 30 days
- Liability cap
- 12 months of fees
- IP ownership
- Client
Vendor Master Agreement
Executed on [Date] at , Karnataka
This Vendor Master Agreement ("Agreement") is made and entered into on [Date] at , Karnataka, by and between:
Client
CIN/LLPIN: · GSTIN:
Vendor
CIN/LLPIN: · GSTIN:
(each a "Party" and together the "Parties").
1. Framework Agreement; Statements of Work
This Agreement establishes the framework terms under which the Vendor will provide services to the Client. The specific services, deliverables, timelines, fees, and acceptance criteria for each engagement shall be set out in a separate Statement of Work ("SoW") executed by the Parties. Each SoW shall be governed by this Agreement; in case of conflict between this Agreement and an SoW, this Agreement shall prevail unless the SoW expressly states otherwise.
2. Term and Termination
This Agreement shall come into force on the Effective Date and continue for an initial period of 2 (two) years, and shall thereafter renew automatically for successive periods of one (1) year each, unless either Party gives 60 (sixty) days' written notice of non-renewal. Either Party may terminate this Agreement: (a) for material breach not cured within 30 (thirty) days of written notice; (b) immediately on the other Party's insolvency, winding up, or appointment of a receiver; (c) for convenience by giving 90 (ninety) days' written notice, provided no SoW is then active.
3. Fees, Invoicing and Taxes
Fees for each engagement shall be set out in the relevant SoW. The Vendor shall invoice the Client in accordance with the SoW; payment terms are Net 30 days from invoice date. All fees are exclusive of applicable Goods and Services Tax (GST), which shall be charged on the invoice. The Client shall deduct Tax Deducted at Source (TDS) at the applicable rate (typically 1% under s.194C for contracted services, or 10% under s.194J for professional services) and issue the Vendor a Form 16A. Late payments shall attract interest at 1.5% per month or part thereof.
4. Intellectual Property
All Intellectual Property in the Deliverables shall vest absolutely in the Client upon payment, and the Vendor shall execute such assignments as the Client may require to perfect such ownership.
5. Confidentiality
Each Party agrees to hold all Confidential Information of the other Party (including business plans, technical information, customer data, financial information, and the terms of this Agreement) in strict confidence, and not to disclose it to any third party except its employees and advisers who need to know and are bound by similar obligations. This obligation shall survive termination for 5 (five) years.
6. Representations and Warranties
The Vendor represents and warrants that: (a) it has the corporate power and authority to enter into and perform this Agreement; (b) the services shall be performed in a professional, workmanlike manner using qualified personnel; (c) the Deliverables shall conform to the specifications in the SoW and shall be free from material defects for 90 (ninety) days from acceptance; (d) the Deliverables shall not infringe any third-party intellectual property; (e) it shall comply with all applicable laws including the Companies Act 2013, GST Act, Income-tax Act 1961, and the Digital Personal Data Protection Act, 2023 (where applicable).
7. Indemnity
Each Party shall indemnify, defend, and hold harmless the other Party from and against any losses, damages, costs (including reasonable legal fees), and expenses arising out of: (a) any breach of this Agreement; (b) any third-party claim of intellectual-property infringement (Vendor only, in respect of Deliverables); (c) gross negligence or wilful misconduct.
8. Limitation of Liability
Notwithstanding anything to the contrary, the aggregate liability of either Party arising out of or in connection with this Agreement (including all SoWs) shall not exceed 12 (twelve) months of fees payable under the relevant SoW. Neither Party shall be liable for any indirect, consequential, incidental, punitive, or special damages, including loss of profits, revenue, data, or business opportunity. The above limits do not apply to: (a) payment obligations; (b) breach of confidentiality; (c) IP infringement indemnity; (d) gross negligence or wilful misconduct.
9. Data Protection
Where the Vendor processes any personal data of the Client (including customer or employee personal data), it does so as a Data Processor under the Digital Personal Data Protection Act, 2023, on the documented instructions of the Client (the Data Fiduciary), and shall comply with the obligations set out in the vendor DPA to be executed prior to any personal-data processing.
10. Force Majeure
Neither Party shall be liable for any failure to perform due to acts of God, war, terrorism, civil unrest, government action, pandemic, or other events beyond reasonable control, provided the affected Party gives prompt notice and resumes performance promptly when the event ceases.
11. Independent Contractor
The Vendor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. The Vendor's personnel shall not be entitled to any employment benefits from the Client.
12. Assignment
Neither Party may assign this Agreement or any SoW without the prior written consent of the other Party, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of India. The Parties shall first seek to resolve any dispute through good-faith negotiation between senior representatives within 30 (thirty) days. Failing resolution, the dispute shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement, seated at , conducted in English. Subject to the arbitration clause, the courts at , Karnataka shall have exclusive jurisdiction.
14. Entire Agreement; Amendment
This Agreement, together with all SoWs executed under it, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements. Any amendment must be in writing signed by authorised representatives of both Parties.
For __GAP[ms_cl_name|Client name / entity]__
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For __GAP[ms_vn_name|Vendor name / entity]__
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WITNESS 1
Name / signature / address
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WITNESS 2
Name / signature / address
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