STATEMENT OF WORK

This Statement of Work (“SOW”) is entered into on {{f1_date}} (“SOW Effective Date”)

PURSUANT TO

The {{f2_master_agreement_name}} dated {{f3_date}} (“Master Agreement”) executed between the Parties.

This SOW forms an integral and binding part of the Master Agreement. In the event of any inconsistency, the terms of the Master Agreement shall prevail.

1. PARTIES

{{f4_name_of_client_customer}}, having its address at {{f5_address}} (“Client”);

{{f6_name_of_service_provider_vendor}}, having its address at {{f7_address}} (“Service Provider”).

2. SCOPE OF SERVICES

2.1. The Service Provider shall perform the following services (“Services”):

{{f8_detailed_exhaustive_description_of_services}}

2.2. Any service not expressly stated above is excluded from the scope.

2.3. No implied obligations or deliverables shall arise outside this SOW.

3. DELIVERABLES

3.1. The Service Provider shall deliver the following deliverables:

3.2. Deliverables shall strictly conform to the specifications set out herein.

4. TIMELINES AND MILESTONES

4.1. The Services shall be performed in accordance with the following milestones:

4.2. Time is of the essence. Delay beyond {{f16_number}} days shall constitute material breach.

5. SERVICE LEVELS (IF APPLICABLE)

5.1. The following service levels shall apply:

5.2. Failure to meet service levels shall attract {{f20_liquidated_damages_penalties}}.

6. CLIENT RESPONSIBILITIES

6.1. The Client shall:
(a) provide timely inputs, approvals, and access;
(b) nominate a single point of contact;
(c) ensure availability of required data and resources.

6.2. Delays attributable to the Client shall result in corresponding extension of timelines.

7. FEES AND PAYMENT

7.1. Fees payable under this SOW shall be INR {{f21_amount}} (exclusive of taxes).

7.2. Payment structure:
{{f22_fixed_milestone_time_material}}

7.3. Payment schedule:

7.4. Payments shall be made within {{f26_number}} days from receipt of valid invoice.

8. CHANGE MANAGEMENT

8.1. Any change in scope, timelines, or pricing shall require a written Change Order signed by both Parties.

8.2. No verbal instruction shall be binding.

9. INTELLECTUAL PROPERTY

9.1. Intellectual property ownership shall be governed strictly by the Master Agreement.

9.2. To the extent not covered therein, all deliverables created under this SOW shall vest in the {{f27_client_service_provider}}.

10. CONFIDENTIALITY AND DATA

10.1. Confidentiality obligations under the Master Agreement apply mutatis mutandis to this SOW.

10.2. All data handling shall comply with applicable Indian laws.

11. TERMINATION

11.1. This SOW may be terminated in accordance with the termination provisions of the Master Agreement.

11.2. Upon termination:
(a) work completed up to the termination date shall be invoiced;
(b) incomplete deliverables shall be handed over in their then-current form.

12. ASSUMPTIONS AND DEPENDENCIES

12.1. The Services are based on the following assumptions:

{{f28_list_of_assumptions_dependencies}}

12.2. Change in assumptions may impact scope, cost, and timelines.

13. GOVERNING LAW

13.1. This SOW shall be governed by the laws of India, as per the Master Agreement.

14. EXECUTION

This SOW is executed by authorised representatives of the Parties.

For the Client
Name: {{f29_name}}
Designation: {{f30_designation}}
Signature: _______________________
Date: {{f31_date}}

For the Service Provider
Name: {{f32_name}}
Designation: {{f33_designation}}
Signature: _______________________
Date: {{f34_date}}

PRIVACY AGREEMENT / DATA PROTECTION AGREEMENT

This Privacy Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_disclosing_controlling_party}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Data Owner”);

{{f4_name_of_receiving_processing_party}}, a [company/LLP/partnership/individual; field type: TEXT], having its principal place of business at {{f5_address}} (“Data Recipient”).

The Data Owner and the Data Recipient are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. PURPOSE

1.1. The Data Owner shall disclose or make available certain personal, sensitive, or confidential data to the Data Recipient strictly for the purpose of {{f6_specific_purpose_of_data_sharing}} (“Permitted Purpose”).

1.2. Any processing or use of data beyond the Permitted Purpose is strictly prohibited.

2. DEFINITIONS

2.1. “Personal Data” means any information relating to an identified or identifiable natural person.

2.2. “Sensitive Personal Data” shall have the meaning assigned under the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

2.3. “Processing” includes collection, storage, use, disclosure, transfer, transmission, or deletion of data.

3. DATA DISCLOSURE

3.1. The categories of data disclosed under this Agreement include:
{{f7_categories_of_data_personal_sensitive_business}}.

3.2. The Data Recipient shall process data only on documented instructions of the Data Owner.

4. OBLIGATIONS OF DATA RECIPIENT

4.1. The Data Recipient shall:
(a) process data lawfully, fairly, and solely for the Permitted Purpose;
(b) implement reasonable security practices and procedures;
(c) restrict access to data on a strict need-to-know basis;
(d) not disclose data to any third party without prior written consent;
(e) ensure its employees and agents are bound by confidentiality obligations.

4.2. The Data Recipient shall not combine the data with any other datasets or use it for profiling, marketing, or analytics unless expressly authorised in writing.

5. DATA SECURITY

5.1. The Data Recipient shall implement administrative, technical, and physical safeguards consistent with industry standards.

5.2. At a minimum, such safeguards shall comply with ISO 27001 or equivalent standards.

6. DATA BREACH

6.1. The Data Recipient shall notify the Data Owner within {{f8_number}} hours of becoming aware of any actual or suspected data breach.

6.2. The Data Recipient shall cooperate fully in investigation, mitigation, and regulatory reporting.

7. DATA RETENTION AND DELETION

7.1. The Data Recipient shall retain data only for the duration necessary to fulfil the Permitted Purpose.

7.2. Upon completion or termination:
(a) all data shall be returned; or
(b) permanently deleted and certified in writing within {{f9_number}} days.

8. CROSS-BORDER TRANSFER

8.1. No data shall be transferred outside India without prior written consent of the Data Owner and compliance with applicable law.

9. AUDIT AND INSPECTION

9.1. The Data Owner shall have the right to audit compliance with this Agreement upon {{f10_number}} days’ prior notice.

9.2. Non-cooperation shall constitute material breach.

10. REPRESENTATIONS AND WARRANTIES

The Data Recipient represents that:
(a) it complies with all applicable data protection laws;
(b) it has obtained all necessary consents;
(c) it has not been subject to any unresolved data breach proceedings.

11. INDEMNITY

11.1. The Data Recipient shall indemnify and hold harmless the Data Owner against all losses, penalties, claims, and damages arising from:
(a) breach of this Agreement;
(b) data breach or unauthorised processing;
(c) violation of applicable law.

12. LIMITATION OF LIABILITY

12.1. Any limitation of liability under the principal agreement shall not apply to:
(a) data breach;
(b) confidentiality violation;
(c) regulatory penalties.

13. TERM AND SURVIVAL

13.1. This Agreement shall remain in force for {{f11_term}}.

13.2. Obligations relating to confidentiality, data security, indemnity, and audit shall survive termination.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement shall be governed by the laws of India.

14.2. Any dispute shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f12_city_india}}
Language: English.

14.3. Courts at {{f13_city_india}} shall have exclusive jurisdiction for interim and injunctive relief.

15. ENTIRE AGREEMENT

15.1. This Agreement constitutes the entire understanding between the Parties with respect to data privacy and supersedes all prior arrangements.

16. AMENDMENT

16.1. Any amendment shall be valid only if made in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Data Owner
Name: {{f14_name}}
Designation: {{f15_designation}}
Signature: _______________________
Date: {{f16_date}}

For the Data Recipient
Name: {{f17_name}}
Designation: {{f18_designation}}
Signature: _______________________
Date: {{f19_date}}

Statement of Works

Input Values

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