Master Subcontract Agreement 11.doc

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  Master Subcontract AgreementThis Agreement  is made on the X th  day of NOV 2019 between: - (1) company Name (“Com Name ”) a company incorporated under the laws of India having its registered office at Gateway Address, Mumbai-400 001, India and(2) Company Name .  (“Supplier”) whose principal address is company address.Company and Supplier are also referred individually as “Party” and collectively as “Parties”. INTRODUCTION This Agreement is executed by and between Supplier and company name for supply of personnel and Services to company namefor certain services as detailed in the relevant Statement of Work (“Business Opportunity”) for providing services to “End Customer”of Client name (as defined below). Supplier shall provide certain services more particularly described in one or more Statement(s) of Work. 1 DEFINITIONS 1.1 Definitions In this Agreement, unless the context requires otherwise: Affiliate  of a party, means any person or entity that:(a)is controlled by the party; or (b)is controlled by a person that also controls the other party,  _________________________________________________________________________________________________Page 1 of 19Proprietary InformationThe information contained in this Agreement is proprietary to Tech Mahindra Limited and is intended to be used by and disclosed to the Parties hereto and their Affiliates only.  where control means power of vote for more than 50% of voting capital. Agreement means   this agreement and shall include the Specific Agreement(s) executed between the Parties. End Customer means the customer of company to whom the Services are to be rendered under this Agreement. Fees means the amounts payable by company to Supplier, as specified in this Agreement and shall include any reimbursements. Confidential Information   or Information”  means all information, know-how or material in any form relating to or provided by a party(the owner) which becomes known or is provided to the other party (the recipient) as a result of the course of dealings between themwhich is by its nature confidential, is designated by a party as confidential or which the recipient ought reasonably know isconfidential, including any non-public, commercially sensitive or secret information relating to owner’s business, marketing,commercial, financial and technical data, trade secrets, data, operations, customers, stakeholders, activities, planning, investigations,products, services, research and development, analysis, reports, derivative works and the contents of the Agreement, but does notinclude any information to the extent the recipient can show the relevant information:(a)information which is publicly known at the time of disclosure or becomes publicly known other than through a breach of this Agreement;(b)is already or comes in the unrestricted possession of the recipient without there having been any breach of a third party’sobligations of confidentiality;(c)has been independently developed by the recipient (as evidenced by records in its possession);or (d)legally must be disclosed, or is required to be disclosed pursuant to the listing rules of any applicable stock exchange,provided that prior to making the disclosure the recipient has given the owner notice of the request for disclosure and wherepractical obtained a confidentiality order or similar protection limiting the persons to whom disclosure of the ConfidentialInformation is made if owner has no effective status on the matter. Effective Date  means the last date of execution of this Agreement. Force Majeure Event means any:(a)act of God, fire, earthquake, war, flood, or landslide, unavoidable accident, explosion, public mains electrical supply failure, or nuclear accident;(b)requirement or restriction of, or failure to act by, any government, semi-governmental or judicial entity; or   _________________________________________________________________________________________________Page 2 of 19Proprietary InformationThe information contained in this Agreement is proprietary to Tech Mahindra Limited and is intended to be used by and disclosed to the Parties hereto and their Affiliates only.  (c)any other similar cause beyond the reasonable control of the party concerned including disapproval by the governmentauthorities;but does not include any event which the party affected could have avoided or overcome by exercising a standard of reasonable careat a reasonable cost; or  Intellectual Property  means all intellectual property rights and interests (including common law rights and interests) in any jurisdiction including (without limitation):(a)patents, trade marks, trade names, service marks, registered designs and all goodwill rights associated with such works,copyright, circuit layouts, domain names, symbols and logos;(b)patent applications and applications to register trade marks, service marks and designs; and(c)know-how, ideas, concepts, tools, techniques, computer program code, data, inventions, discoveries, developments, tradesecrets, information and logical sequences (whether or not reduced to writing or other machine or human readable form);but does not include any pre-existing Intellectual Property Rights of either party or any third party Intellectual Property Rights, exceptto the extent the same form part of the Deliverables or is embedded in that. Personnel  of any person means any director, officer, employee, contracted staff member or other worker of that person or thatperson’s Affiliates, contractors or agents. Products  mean the products (including hardware and software) as agreed in the Statement of Work to be provided by or on behalf of Supplier under this Agreement. Services  mean the services to be provided by or on behalf of Supplier under this Agreement. Statement of Work or SoW  refers to the document specifying services to be accomplished by Supplier executed in accordance withthe format attached to this Agreement or as may be agreed by the Parties from time to time. SoW shall, once executed, form anintegral part of this Agreement and shall define the scope of work to be accomplished for a project and the associated charges to bepaid. Working Day  means any day of the week (other than a Saturday, Sunday or a public holiday observed between the hours of 9:00 amand 5:30 pm USA time.  _________________________________________________________________________________________________Page 3 of 19Proprietary InformationThe information contained in this Agreement is proprietary to Tech Mahindra Limited and is intended to be used by and disclosed to the Parties hereto and their Affiliates only.  Work Product  means the any outcome of the Services or any defined deliverable including but not limited to reports, data, program,software, design, process etc. 1.2 Interpretation In this Agreement, unless the context requires otherwise:(a) Headings:  Headings appear as a matter of convenience and do not affect the construction of this Agreement.(b) Parties:  A reference to a party to this Agreement or any other document includes that party's personalrepresentatives/successors and permitted assigns.(c) Person:  A reference to a person includes a corporation sole and also a body of persons, whether corporate or not.(d) Singular, Plural and Gender:  The singular includes the plural and vice versa, and words importing one gender include theother genders.(e) Statutes and Regulations:  A reference to an enactment or any regulations is a reference to that enactment or thoseregulations as amended, or to any enactment or regulations substituted for that enactment or those regulations. 2 TERM This Agreement shall be effective from the Effective Date and will remain in effect for a period of one year or so long as anysigned SOW is in effect, unless terminated in accordance with this Agreement. 3 REPRESENATION AND WARRANTIES 3.1 Authority to enter  Each party represents that it is authorised to enter into and perform its obligations under the Agreement. 3.2 Compliance with laws Each party agrees it will perform all its obligations under the Agreement in compliance with any applicable laws and regulationsfrom any local, provincial, national, state, or federal government or government agency.  _________________________________________________________________________________________________Page 4 of 19Proprietary InformationThe information contained in this Agreement is proprietary to Tech Mahindra Limited and is intended to be used by and disclosed to the Parties hereto and their Affiliates only.
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