1. Services

We agree to provide the services described in our proposal or agreement with you (the "Services"). We will use reasonable efforts to perform the Services in a timely and professional manner.

2. Payment

You agree to pay us the fees specified in our proposal or agreement with you. Payment is due upon receipt of our invoice unless otherwise specified. We reserve the right to suspend or terminate the Services if payment is not received on time.

3. Confidentiality

We agree to keep all confidential information disclosed by you in connection with the Services confidential and to use it solely for the purpose of performing the Services. This obligation does not apply to information that is already in the public domain or becomes public through no fault of ours.

4. Intellectual Property

We retain all intellectual property rights in any materials or content created by us in connection with the Services. You may use these materials or content solely for your internal business purposes and not for any other purpose without our express written permission.

5. Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days of written notice thereof.

6. Limitation of Liability

We will not be liable for any damages arising out of or in connection with the Services or this Agreement, whether in contract, tort, or otherwise, except for damages arising from our gross negligence or willful misconduct. Our total liability under this Agreement shall not exceed the fees paid by you to us for the Services.

7. Governing Law

This Agreement is governed by and construed in accordance with the laws of India. Any disputes arising under or in connection with this Agreement shall be resolved in accordance with the dispute resolution procedures set forth below.

8. Dispute Resolution

Any disputes arising under or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English in [City], India, and the award rendered by the arbitrator(s) shall be final and binding upon the parties.

9. Entire Agreement

This Agreement constitutes the entire agreement between you and us with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No modification of this Agreement shall be binding unless in writing and signed by both parties.

10. Waiver

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision of this Agreement.

11. Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement to any successor or affiliate without your consent.

12. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

14. Notices

Any notices required or permitted to be given under this Agreement shall be in writing and shall be delivered to the other party at the address specified in our proposal or agreement with you or at such other address as may be designated by the parties in writing.

15. Effective Date

This Agreement is effective as of [insert date].

16. Indemnification

You agree to indemnify, defend, and hold us harmless from and against any claims, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach by you of this Agreement or any use of the Services.

17. Force Majeure

We will not be liable for any delay or failure to perform any obligation under this Agreement if such delay or failure is caused by events beyond our control, including but not limited to acts of God, natural disasters, labor disputes, power failures, and governmental actions.

18. Relationship of the Parties

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

19. Survival

Sections 3, 4, 6, 7, 9, 10, 12, 16, 17, 18, and 19 shall survive any termination or expiration of this Agreement.

20. Amendments

We may amend this Agreement from time to time by providing you with written notice of the amendment. Your continued use of the Services following such notice shall constitute your acceptance of the amended terms.

By using our services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not use our services.