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Master Services Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

MAJESCO | 805 President House, Near Ambawadi Circle, Ahmedabad 380 015, Gujarat India and Majesco Limited | Majesco Software | Solutions India Private Limited

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Title: MASTER SERVICES AGREEMENT
Date: 8/5/2016
Industry: Software and Programming     Sector: Technology

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Exhibit 10.1

 

MASTER SERVICES AGREEMENT

 

THIS AGREEMENT is entered into as of the August 02, 2016 by and between Majesco Software and Solutions India Private Limited (“MSSIPL”), an Indian corporation having its registered office at 805 President House, Near Ambawadi Circle, Ahmedabad 380 015, Gujarat India and Majesco Limited (“Majesco”), an Indian corporation having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai 400710, Maharashtra, India (“Majesco” together with “MSSIPL”, referred to as the “Parties’), made effective from April 01, 2016.

 

ARTICLE 1 - RECITALS

 

1.1

Whereas, pursuant to a scheme of arrangement, approved by the Bombay High Court and Gujarat High Court, the Board of Directors of Mastek Limited had approved the demerger of the Insurance Products and Services business of Mastek Limited, consisting of India Insurance Business and Offshore Insurance Operations, into Majesco Limited with effect from 01 April 2014.

 

1.2

Subsequently, Majesco, retaining the India Insurance business, approved transfer of the offshore insurance operations (catering to International business) to MSSIPL.

 

1.3

Whereas Majesco, is engaged in the business of providing customized enterprise wide software products and services to customers in Insurance industry in India. Majesco also offers post implementation maintenance services which assures its clients continued access to its overall expertise in maintenance and support of products installations.

 

1.4

Whereas MSSIPL is engaged in providing offshore software development and related Information Technology services (herein with referred to as “Services”).

 

1.5

Whereas MSSIPL and Majesco, to have economies of scale and optimum utilization of resources, have decided to avail services of employees of the other party, as and when available (herein after referred to as “Service provider” and “Service recipient”).

 

1.6

The Service provider has the ability and the willingness to provide the Services to Service recipient. Accordingly, under this Master Services Agreement, in consideration of the premises and of the terms herein after set forth, the parties hereto agree as follows:

 

ARTICLE 2 - APPOINTMENT

 

2.1

Subject to the provisions of this agreement, effective April 01, 2016, the Service recipient hereby appoints the Service provider to perform the Services and the Service provider hereby accepts such appointment for provision of the Services.

 

ARTICLE 3 – SERVICES

 

3.1

Under the terms of this agreement, the Service provider shall provide the Services to the Service recipient, for consideration as recorded in this agreement.

 

 

 

 1

 

  

3.2

For the purposes of providing the Services, the Service provider shall

 

a)

ensure that the Services are performed as per the engagement details and as per the directions given by the Service recipient; and

 

b)

provide the Services with utmost reasonable care, skill and expertise.

 

3.3

For the Services provided, the Service recipient shall

 

a)

Ensure availability of tangible / intangible assets to assist in provision of services; and

 

b)

Supervise the services provided by the Service provider.

 

ARTICLE 4 – PRICE AND INVOICING

 

4.1

Subject to the terms and conditions herein, the Service recipient shall, for the services procured, pay the Service provider, Service Fees as defined in clause 4.2 hereof.

 

4.2

“Service Fees” means the factory cost incurred by the Service provider in relation to the performance of services under this agreement, plus a mark-up of 10%, as agreed by the Parties. However, the said mark-up shall be computed for each financial period (April to March) and shall be reviewed annually by the Parties.

 

4.3

The Costs incurred by the Service provider shall be determined based on the books of accounts maintained by him in accordance with Indian GAAP. Further, the Service provider shall maintain books of accounts that will report in sufficient level of detail including the cost incurred in relation to the services provided to the Service recipient.

 

4.4

At the end of each month, The Service provider shall determine the total fee due from the Service recipient for the services performed during that month and shall issue an invoice in Indian rupees (INR) for such amount on the Service recipient.

 

4.5

The said amount shall be due and payable to the Service provider within sixty (60) days of receipt of invoice.

 

4.6

If either of the party determines that there has been an error or an omission in the calculation of the fee, it shall discuss the matter with the other party and resultantly, raise an invoice or credit memo, as appropriate.

 

ARTICLE 5 - SERVICE LIABILITY

 

5.1

The Service provider shall not be liable to the Service recipient or third party client for any loss, damage or expense that may result from the provision of or failure to provide the Services. The Service provider shall not be liable to the Service recipient for the consequences of any failure or delay in performing any of the Service provider’s obligations under this Agreement, other than for damages arising from the Service provider’s gross negligence or willful misconduct.

 

 

 

 2

 

  

5.2

To the extent not prohibited by applicable law, in no event shall the Service provider be liable for any loss of use, interruption of business, loss of profit, or lost of data, or indirect, special, incidental, consequential or punitive damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if it has been advised by the other party of the possibility of such damages. To the extent not prohibited by applicable law, the Service recipient expressly waives and renounces any claim to any other compensation or indemnity which may exist under the laws of the jurisdiction of its formation or any other jurisdiction.

 

ARTICLE 6 - TERM AND TERMINATION

 

6.1

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