Contractor and Service Provider Agreement Format for India

The Company appoints the Contractor, and the Contractor accepts such appointment, to perform the services, deliverables and milestones specified in Schedule A. No material change in scope shall bind either Party unless recorded through a written change order or amendment signed or otherwise validly accepted by authorised representatives.

This Agreement commences on ____________ and continues until ____________ / completion of the Services, unless terminated earlier under this Agreement. Any extension shall be recorded in writing.

The Contractor shall perform the Services with reasonable skill, care, diligence and professional competence, in accordance with Schedule A, agreed specifications, applicable law, regulatory requirements and documented safety/security policies communicated in advance. The Contractor shall promptly notify the Company of any circumstance materially affecting delivery.

In consideration of the Services, the Company shall pay the Contractor the fees set out in Schedule A. Unless expressly stated otherwise, fees are exclusive of applicable GST. The Contractor shall issue legally compliant invoices and shall be responsible for taxes, registrations and returns legally applicable to it. The Company may deduct tax at source where required by law and shall provide the prescribed certificate/documentation.

The Company shall reimburse only those reasonable out-of-pocket expenses that are expressly permitted in Schedule A or approved in writing before they are incurred, against supporting documents. Routine travel to the Contractor's normal place of performance is not reimbursable unless specifically agreed.

The Contractor shall provide progress reports, project records and completion reports at the intervals stated in Schedule A. Deliverables shall be subject to the objective acceptance criteria, review period and correction procedure stated in Schedule A. Silence shall not constitute acceptance unless expressly agreed.

The Contractor performs the Services as an independent service provider and has no authority to bind the Company except to the extent expressly authorised in writing. Nothing in this Agreement is intended to create a partnership, joint venture or agency relationship.

Where the Contractor is an individual or deploys personnel, the Parties shall comply with all labour, social-security, wage, workplace-safety and other statutory obligations that apply to the actual relationship and deployment. The description "independent contractor" shall not operate to waive any non-waivable statutory right.

The Contractor shall remain responsible for its personnel and approved subcontractors. The Contractor shall not subcontract a material part of the Services without the Company's prior written consent, which shall not relieve the Contractor of responsibility for performance, confidentiality, security or legal compliance.

Each Party retains ownership of intellectual property owned or developed independently before this engagement ("Background IP"). To the extent Contractor Background IP is embedded in an accepted deliverable, the Contractor grants the Company a perpetual / term-limited, exclusive / non-exclusive, royalty-free licence to use it only to the extent necessary to use the deliverable for the purposes stated in Schedule A.

Subject to full payment of the applicable fees, ownership/licensing of project-specific deliverables shall be as stated in Schedule A. Where ownership is to vest in the Company, the Contractor assigns to the Company, to the extent legally capable of assignment, the agreed rights in the specifically identified deliverables and shall execute reasonable confirmatory documents. Moral rights and other non-assignable rights shall be dealt with only to the extent permitted by applicable law.

"Confidential Information" means non-public commercial, technical, financial, security, customer, business and other information disclosed in connection with this Agreement, excluding information that the receiving Party can demonstrate is lawfully public, already known without restriction, independently developed, or lawfully received from a third party.

The receiving Party shall use Confidential Information only for the Agreement, protect it with reasonable safeguards, disclose it only to persons who need to know and are bound by appropriate confidentiality duties, and return or securely destroy it on request or termination, subject to lawful retention requirements. Disclosure required by law is permitted after reasonable prior notice where legally allowed.

Where the Contractor processes digital personal data for or on behalf of the Company, it shall process such data only for documented and lawful purposes connected with the Services, apply reasonable security safeguards, restrict access, assist with legally required incident/breach response, return or delete data when instructed subject to retention law, and ensure approved subcontractors are bound by equivalent obligations.

The Parties shall comply with the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable privacy/cybersecurity requirements to the extent they are in force and applicable to the processing concerned.

Each Party represents that it has authority to enter into this Agreement. The Contractor further represents that the Services will be performed professionally, will materially conform to agreed specifications, and will not knowingly infringe third-party rights. Any sector-specific warranty shall be stated in Schedule A.

The Contractor shall maintain licences, registrations and approvals legally required for the Services and comply with applicable anti-bribery, tax, labour, occupational safety, environmental, data protection, intellectual-property and sectoral requirements. The Company shall provide such site-specific information and cooperation as is reasonably necessary for lawful performance.

The Contractor shall maintain insurance reasonably appropriate to the nature and risk of the Services, including professional indemnity / commercial general liability / cyber / workers' compensation or statutory cover where applicable, with limits stated in Schedule A.

Each Party shall indemnify the other against direct losses, third-party claims and reasonable costs arising from its breach of law, fraud, wilful misconduct, infringement of third-party intellectual-property rights, breach of confidentiality/data obligations, or other indemnity event expressly stated in Schedule A, subject to the agreed exclusions, procedures and liability limits.

Except for liabilities that cannot lawfully be excluded or limited, and subject to the agreed carve-outs for fraud, wilful misconduct, confidentiality, data protection, IP infringement, indemnities or other matters, each Party's aggregate contractual liability shall not exceed amount / multiple of fees. Neither Party shall be liable for indirect or consequential loss except where such exclusion is prohibited by law or expressly varied in Schedule A.

The Contractor confirms that, as of the Effective Date, it is not aware of a conflict that would materially impair performance. It shall promptly disclose any actual conflict arising during the term and cooperate on reasonable mitigation.

During the term, neither Party shall intentionally induce personnel specifically assigned to the Services to breach their existing lawful obligations. Any post-termination restriction shall operate only to the extent enforceable under applicable Indian law. Nothing in this clause creates a broad post-termination non-compete contrary to Section 27 of the Indian Contract Act, 1872.

Either Party may terminate this Agreement for convenience by giving 30 days' written notice, unless Schedule A states otherwise. The Company shall pay for accepted Services properly performed up to the effective termination date and approved non-cancellable commitments.

A Party may terminate this Agreement by written notice if the other Party commits a material breach and fails to cure it within 15 days after receiving notice specifying the breach, or immediately where the breach is incapable of cure, involves fraud, serious illegality, wilful confidentiality/security misconduct, insolvency event, or another agreed immediate-termination ground.

On termination, the Contractor shall cease unauthorised use of Company property and data, return agreed materials, deliver completed and paid-for work in progress, submit final invoices, and provide reasonable transition assistance if agreed. Clauses intended by nature to survive-including confidentiality, accrued payment rights, IP, data protection, indemnity, liability and dispute resolution-shall survive.

Neither Party shall be liable for delay caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome, provided the affected Party promptly notifies the other and takes reasonable steps to mitigate. Payment obligations for Services already performed are not excused. If the event continues for more than 60 days, either Party may terminate the affected Services by notice.

Neither Party may assign this Agreement or a material right/obligation without the other Party's prior written consent, except to a lawful successor in connection with merger, restructuring or transfer of substantially all relevant business, provided the assignee assumes the obligations in writing and the assignment is not prohibited by law.

Notices shall be sent to the addresses/email IDs stated below by hand delivery, registered/speed post, recognised courier or agreed electronic means capable of evidencing dispatch and receipt. A Party shall notify any change in its notice details.

Company: name, address and email
Contractor: name, address and email

This Agreement shall be governed by the laws of India. Subject to the arbitration clause below and mandatory jurisdictional law, the courts at ____________ shall have jurisdiction over matters for which court intervention is permitted.

The Parties shall first attempt in good faith to resolve any dispute through senior representatives within 30 days of written notice of dispute.

If unresolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The tribunal shall consist of one / three arbitrator(s). A sole arbitrator shall be appointed by mutual agreement; failing agreement, appointment shall be sought in accordance with applicable law. The seat of arbitration shall be City, India. Hearings may be held physically or virtually as directed by the tribunal. The language shall be English. The award shall be reasoned unless the law and agreement permit otherwise.

No amendment shall be effective unless recorded in writing and accepted by authorised representatives of both Parties. Failure to enforce a provision on one occasion does not constitute a continuing waiver.

This Agreement together with its schedules and signed change orders constitutes the entire agreement concerning its subject matter. In case of conflict, the following order of precedence applies: Agreement / Schedule A / change order / purchase order, unless expressly stated otherwise.

If a provision is held invalid or unenforceable, it shall be severed or limited to the minimum extent necessary, and the remaining provisions shall continue to operate to the extent lawful.

This Agreement may be executed in counterparts and, where legally permissible, through recognised electronic means. Electronic execution shall not dispense with stamp, registration, notarisation or other formalities where any such requirement applies to the transaction or instrument.

The Parties shall pay stamp duty and comply with execution formalities under the stamp law applicable in the relevant State/Union Territory. Responsibility for such cost shall be Company / Contractor / shared equally.