MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement"), effective as of

[Date 18 09 24], is made and entered intoby and between:

SHETHINK PVT LTD, a Company incorporated under the provisions of the

Companies Act, 2013 and having its registered office at Plot No. 108, Dhanare
Complex, Scheme Number 78, Part II, Vijay Nagar, Indore, Madhya
Pradesh 452010 is hereinafter referred to as “Company” which expression
shall, unless repugnant or contrary to the context, include its successors,
assigns) of the First Part.
And, [ Codezilla Technology & Consultancy ]Pvt.
Individual
Ltd. person / Partnership Firm /
proprietorship
And, Codezilla Firm / A company
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and having its Registered
the provisions of theOffice at, [Location
Companies Act and of entity],
having its
Registered Office at, plot no 92, Sapna Sangeeta Rd Indore, Madhya
is hereinafter referred to as [Vendor………………….] which expression shall,
is hereinafter referred to as “Vendor” which expression shall, unless
unless repugnant
repugnant or contrary
or contrary to the to the context,
context, includeinclude its successors,
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Other Part.
Company and Vendor are hereinafter collectively referred to as “Parties” and
individually as “Party”.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed.
WHEREAS, Company is engaged in the business of software
development, IT services.
WHEREAS, Vendor possesses specialized skills, experience, and
expertise in software development, project management.
WHEREAS, Company desires to engage Vendor to provide certain
services as described herein, and Vendor is willing to provide such services
to Company, subject to the terms and conditions set forth in this
Agreement;
WHEREAS, both parties acknowledge the importance of data protection,
data privacy, and compliance with relevant laws and regulations, and are
committed to upholding these principles in the execution of the services.
WHEREAS, this Agreement is intended to provide the general terms and
conditions under which Vendor will provide services to Company, and any
specific scope of work, deliverables, and payment terms shall be outlined
in separate Statements of Work ("SOWs") that will be attached as
Annexures to this Agreement;
WHEREAS, both parties are committed to ethical conduct, corporate
social responsibility, and adherence to applicable laws and regulations,
including but not limited to anti-corruption and anti-bribery laws.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

CLAUSE 1: DEFINITIONS
1.1 "Agreement" refers to this Master Service Agreement, including all
Annexures, Schedules, and Statements of Work ("SOWs") attached hereto,
as may be amended from time to time in accordance with the terms herein.
1.2 "Company" refers to SHETHINK PVT LTD a company
incorporated under the laws of India, with its principal place of business
located at Indore.
1.3 "Vendor" refers to Codezilla Technology and Consultancy Pvt Ltd
a company incorporated under the laws of India,with its principal
place of business located at Indore.

1.4 "Parties" refers collectively to the Company and the Vendor, and
"Party" refers to either the Company or the Vendor individually.
1.5 "Services" refers to the tasks, duties, and responsibilities to be
performed by the Vendor as described in the Scope of Services and any
subsequent SOWs.
1.6 "Deliverables" refers to all tangible or intangible outputs, products, or
assets created by the Vendor in the course of performing the Services.
1.7 "Confidential Information" refers to any non-public information,
including but not limited to, trade secrets, financial data, proprietary
information, and personal data, disclosed by one Party to the other, either
directly or indirectly.
1.8 "Data Protection Laws" refers to all applicable laws and regulations
governing the use, storage, and transfer of personal data, including but not
limited to the GDPR, CCPA, DPDPA, if applicable.
1.9 "Intellectual Property Rights" refers to all patents, copyrights,
trademarks, trade secrets, and any other forms of intellectual property
rights recognized in any jurisdiction, whether registrable or not.
1.10 "Force Majeure Event" refers to any event beyond the reasonable
control of either Party, including but not limited to natural disasters, acts
of terrorism, civil unrest, or government actions.
1.11 "Effective Date" refers to the date on which this Agreement
becomes effective, as stated in the Preamble.
1.12 "Term" refers to the duration of this Agreement as specified in the
"Term and Termination" clause.
1.13 "SOW" refers to any Statement of Work that may be executed
between the Parties to define the scope of a specific project or assignment
under this Agreement.
1.14 "Annexure" refers to any document attached to this Agreement to
provide additional information, clarification, or specification.
1.15 "Schedule" refers to a detailed plan outlining the timeline,
milestones, and deadlines for the Services and Deliverables.

CLAUSE 2: SCOPE OF SERVICES

General Overview
The Vendor agrees to provide Company with services ("Services") as
described in this Agreement and any attached Statements of Work
("SOWs"). The Services shall be performed in accordance with the highest
industry standards and shall meet the specifications, functions, and
requirements set forth in this Agreement and any SOWs.
The Vendor shall adhere to the timelines and milestones specified in this
Agreement and any SOWs. Failure to meet these timeframes may result in
penalties as described in the "Penalties for Breach" clause.

CLAUSE 3: TERM AND TERMINATION

This Agreement shall commence on the Effective Date, as defined in the
Preamble, and shall continue in full force and effect for an initial term of
12 months ("Initial Term"), unless terminated earlier in accordance with
the provisions set forth herein.
Unless either Party provides written notice of its intention not to renew at
least 30 days prior to the expiration of the Initial Term or any subsequent
Renewal Term, this Agreement shall automatically renew for additional
periods of 12 months ("Renewal Term").
3.1 Early Termination
The Agreement can be terminated immediately by the company if vendor
doesn't fix a significant breach within 15 days of being notified, becomes
insolvent or bankrupt, or by mutual consent at any time.
3.2 Effect of Termination
Upon termination or expiration of this Agreement:
• 3.2.1 Return of Materials: Each Party shall return or, at the other
Party's request, destroy, all confidential information, data, and
property belonging to the other Party.
• 3.2.2 Survival: Clauses that by their nature should survive the
termination or expiration of this Agreement shall continue in effect
beyond such termination or expiration.

CLAUSE 4: PAYMENT TERMS

4.1 Invoicing
The Vendor shall submit invoices to Company for the services rendered
under this Agreement and any subsequent Statements of Work ("SOWs").
Each invoice shall include a detailed breakdown of the services provided,
the time spent, and any other expenses incurred, as agreed upon in the
respective SOW.
4.2 Payment Schedule
Company will make payment to the Vendor after thirty days by receiving the date
of invoice, Company works on the 30 days of payment cycle. The payment
shall be made in the currency agreed upon in the respective SOW and
shall be inclusive of all applicable taxes, levies, and duties.
CLAUSE 5: CONFIDENTIALITY
5.1 Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall mean
any non-public information, including but not limited to, trade secrets,
financial data, proprietary information, customer lists, business plans,
marketing strategies, and other information marked or designated as
confidential, disclosed by one Party ("Disclosing Party") to the other Party
("Receiving Party").
5.2 Obligations of the Receiving Party
The Receiving Party shall maintain the confidentiality of the Confidential
Information, exercising no less than reasonable care in its protection. The
Receiving Party shall not disclose, disseminate, or make the Confidential
Information available to any third party without the prior written consent
of the Disclosing Party. The Confidential Information shall be used solely
for the purpose of performing the Receiving Party's obligations under this
Agreement or as otherwise expressly permitted herein.
5.3 Duration
The obligations under this clause shall survive the termination or
expiration of this Agreement for a period of 2 years.
5.4 Remedies
The Parties agree that any unauthorized disclosure or use of Confidential
Information may cause irreparable harm to the Disclosing Party. In the
event of such breach, the Disclosing Party shall be entitled to seek
injunctive relief, in addition to any other remedies available at law or in
equity.

CLAUSE 6: DATA PROTECTION AND PRIVACY

Both Parties acknowledge and agree that in the performance of their
respective responsibilities under this Agreement, they will comply with all
applicable laws and regulations governing data protection, data privacy,
and the handling of personal data, including but not limited to the General
Data Protection Regulation (GDPR), THE DIGITAL PERSONAL DATA
PROTECTION ACT, 2023, and Information Technology Act, 2000 as
applicable.
The vendor shall not install any third-party software on the working
device that could potentially share data from the device or the project.
The vendor must always obtain prior permission from the company
before traveling out of the city and working remotely.
CLAUSE 7: INTELLECTUAL PROPERTY RIGHTS
This Agreement sets forth the provisions regarding the ownership of
intellectual property rights, licenses, warranties, confidentiality, return or
destruction of intellectual property, moral rights, registration and
protection, and third-party intellectual property. The Parties acknowledge
that all pre-existing intellectual property shall remain the exclusive
property of the respective Party that owned such intellectual property prior
to this Agreement, while any intellectual property developed during the
course of this Agreement shall be owned exclusively by the Company.
Both Parties grant licenses for the use of their respective intellectual
property, with the Company being granted a perpetual license to use the
newly developed intellectual property. The Parties further agree to
maintain the confidentiality of all intellectual property and to use it solely
for the purposes set forth in this Agreement. The Company shall have the
exclusive right to seek registration or protection of the newly developed
intellectual property and to pursue legal action against any alleged
infringement.
CLAUSE 8: WARRANTIES AND REPRESENTATIONS
The Agreement stipulates that both the Company and the Vendor have the
authority to enter into and be bound by this Agreement. The Vendor
warrants that its services will be provided professionally, in compliance
with applicable laws, and without infringing on third-party intellectual
property rights. The Vendor also ensures the legal use of intellectual
property and the protection of data in accordance with relevant data
protection laws.
CLAUSE 9: LIMITATION OF LIABILITY
That each Party's liability for any indirect, incidental, or consequential
damages, including loss of profits or goodwill, even if foreseeable and
advised of the possibility. Any claims must be filed within one year of the
cause of action, or they will be permanently barred. Both Parties agree that
these limitations are reasonable, given the negotiated risks and rewards of
the services provided under the Agreement.
CLAUSE 10: INDEMNIFICATION
10.1 General Indemnity
The Vendor agrees to indemnify, defend, and hold harmless Company, its
affiliates, and their respective directors, officers, employees, agents, and
representatives (collectively, the "Indemnified Parties") from and against
any and all losses, damages, liabilities, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of
whatever kind, including reasonable attorneys' fees and the cost of
enforcing any right to indemnification hereunder (collectively, "Losses"),
incurred by the Indemnified Parties or awarded against the Indemnified
Parties in judgments or settlements, arising out of or resulting from any
breach of this Agreement or any negligent or wrongful act or omission by
the Vendor, its employees, agents, or sub Vendors.

10.2 Intellectual Property Indemnity

The Vendor shall indemnify, defend, and hold harmless the Indemnified
Parties from and against any and all Losses arising out of or relating to any
claim that the services provided by the Vendor under this Agreement, or
any deliverables or work product, infringe or misappropriate any
intellectual property rights of a third party.
10.3 Data Protection and Privacy Indemnity
The Vendor shall indemnify, defend, and hold harmless the Indemnified
Parties from and against any and all Losses arising out of or relating to any
claim that the Vendor's actions or omissions have resulted in a violation of
applicable data protection or privacy laws.
10.4 Limitations on Indemnification
Notwithstanding anything to the contrary in this Agreement, the Vendor
shall not be obligated to indemnify the Indemnified Parties for any Losses
to the extent arising from the gross negligence, willful misconduct, or
fraudulent actions of the Indemnified Parties.
10.5 Indemnification Procedures
In the event of any claim for which indemnification is sought under this
Agreement, the Indemnified Party shall promptly notify the Vendor in
writing and provide all necessary information and assistance to defend
such claim. The Vendor shall have the right to control the defense and
settlement of any such claim; provided, however, that the Indemnified
Party shall have the right to participate in such defense at its own expense.
CLAUSE 11: FORCE MAJEURE
A "Force Majeure Event" is defined as an event beyond the reasonable
control of either Party, such as natural disasters, pandemics, war, or
government actions. If such an event prevents a Party from fulfilling its
obligations, they must notify the other Party within 5 business days,
detailing the event and mitigation efforts. The affected Party's obligations
will be suspended during the event, with deadlines extended accordingly.
If the event lasts more than 30 days, either Party may terminate the
Agreement without penalty. Any additional costs from the Force Majeure
Event are borne by the affected Party, except for exclusions such as
foreseeable events, payment failures, or events caused by negligence or
misconduct.
CLAUSE 12: DISPUTE RESOLUTION
In the event of any dispute or disagreement over the interpretation of any
of the terms hereinabove contained or any claim of liability of any part the
same shall be referred to a sole arbitrator to be nominated by SHETHINK
whose decision shall be final and binding upon the parties hereto. Such
reference shall be deemed to be submission to arbitration under the
Arbitration and Conciliation Act, 1996 or of any modification of
enactment thereof. The venue of arbitration shall be Indore.
Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Madhya
Pradesh. Any legal action or proceedings arising out of or in connection
with this Agreement shall be brought exclusively in the courts of Indore,
State of Madhya Pradesh.

CLAUSE 13: AMENDMENTS AND WAIVERS

No amendment, modification, or change ("Amendment") to this
Agreement or any Statement of Work ("SOW") shall be effective unless it
is in writing and signed by authorized representatives of both Parties.
CLAUSE 14: ASSIGNMENT AND SUBCONTRACTING
Vendor shall not assign, transfer, delegate, or subcontract any of its rights,
obligations, or duties under this Agreement without the prior written
consent of the company.
The Vendor may not subcontract any portion of the Services without the
prior written consent of the Company. If Company consents to such
subcontracting:
1. The Vendor shall remain fully responsible for the performance of its
sub-Vendors and their compliance with the terms of this Agreement.
2. The Vendor shall ensure that any sub-Vendor agrees in writing to be
bound by the data protection, confidentiality, and intellectual
property provisions of this Agreement.
CLAUSE 15: QUALITY ASSURANCE AND ACCEPTANCE
The Vendor shall perform all services in accordance with industry best
practices, applicable laws, and any specific standards set forth in the
relevant Statement of Work ("SOW"). The Company reserves the right to
inspect and test any deliverables to ensure compliance with these
standards. All deliverables must meet the acceptance criteria specified in
the SOW or, in the absence of such criteria, conform to industry standards
and the reasonable expectations of the Company. The Company shall have
a period of thirty (30) days from the date of delivery to review and either
accept or reject the deliverables. In the event of rejection, the Vendor shall
have fifteen (15) days to remedy any deficiencies. Failure to do so shall
entitle the Company to terminate the relevant SOW or this Agreement,
withhold payment, or pursue any other available rights or remedies under
this Agreement or applicable law.
CLAUSE 16: NON-SOLICITATION AND NON-COMPETITION
Non-Solicitation
1. Employee Non-Solicitation: During the term of this Agreement and
for a period of 24 months following its termination or expiration,
neither Party shall, directly or indirectly, solicit, induce, recruit, or
encourage any of the other Party's employees or Vendors to
terminate their employment or contractual relationship, or take away
such employees or Vendors, or attempt to solicit, induce, recruit,
 encourage, or take away employees or Vendors of the other Party,
either for themselves or for any other person or entity.
2. Company Non-Solicitation: Vendor agrees that during the term of
this Agreement and for further 24 months thereafter, it will not,
directly or indirectly, solicit or attempt to solicit any business from
any of Company' Companys or customers that Vendor had contact
with, learned of, or became acquainted with during the term of this
Agreement.

CLAUSE 17: TECHNOLOGY AND SECURITY STANDARDS

The Vendor shall adhere to all technology and security standards,
protocols, and best practices as prescribed by the Company, applicable
industry standards, and all relevant laws and regulations, including but not
limited to encryption standards, data protection protocols, and software
development methodologies. The Vendor shall employ strong encryption
algorithms in compliance with the Advanced Encryption Standard (AES),
adhere to secure coding practices, conduct regular security audits, and
implement robust network security measures, including but not limited to
multi-factor authentication and strong password policies. The Vendor shall
maintain a comprehensive data backup and recovery plan, which shall be
reviewed and approved by the Company, and shall comply with all
applicable laws and regulations, including but not limited to the GDPR,
HIPAA, DPDPA, and CCPA.
In the event of a security breach involving the Company's data, the Vendor
shall immediately notify the Company, undertake all necessary measures
to contain and remedy the breach, and fully cooperate with the Company
in any ensuing investigation or remedial action. Failure to comply with the
standards and requirements set forth herein may result in the imposition of
penalties as provided in the "Penalties for Breach" clause of this
Agreement.
CLAUSE 18: PENALTIES FOR BREACH
If either Party (the "Breaching Party") fails to perform, observe, or
discharge any of its obligations, responsibilities, or duties under this
Agreement, the other Party (the "Non-Breaching Party") shall have the
right to impose penalties.
The Non-Breaching Party shall provide written notice to the Breaching
Party specifying the nature of the breach, and the Breaching Party shall
have a period of fifteen (15) days from the date of receipt of such notice to
cure the breach, unless otherwise specified in this Agreement or any
attached SOWs.
In addition, in the event the Vendor breaches any clause of this Agreement,
the Company may, at its discretion, impose a penalty amounting to twice
the value of the work allotted to the Vendor under this Agreement.

By signing below, each Party acknowledges that it has read and understood
all the terms and conditions of this Agreement, including all Annexures
and Schedules, and agrees to be bound by them.

For Company

Shubham Kumar
Director
Date:
Place:

For Vendor

[Authorized Signatory's Name]

Murtuza Safdar Hussain
[Authorized Signatory's Title]
Co-Founder
Date: 23/09/24
Place: Indore