This Agreement shall be governed by and construed in accordance with
the laws of the Republic of India. The parties irrevocably submit to
the exclusive jurisdiction of the courts at {{city}}, {{state}} in
respect of any dispute arising out of or in connection with this
Agreement.

This Agreement has been executed on non-judicial stamp paper of
₹{{stamp_value}} purchased in {{state}} on {{stamp_date}}. Stamp
paper serial number: {{stamp_serial}}.

Each party agrees to hold in confidence, and not to disclose to any
third party, any Confidential Information received from the other
party, and shall use such Confidential Information only for the
purpose of performing its obligations under this Agreement.
Confidential Information excludes information that (a) is or becomes
publicly available through no fault of the receiving party, (b) was
lawfully in the receiving party's possession before disclosure, or
(c) is independently developed without reference to Confidential
Information of the disclosing party.

The confidentiality obligations under this clause shall survive for a
period of {{survival_years}} years after termination of this
Agreement.

Each party shall comply with all applicable data-protection laws,
including the Digital Personal Data Protection Act, 2023 (India).
Where one party processes personal data on behalf of the other, the
processing party shall (i) process such data only on the documented
instructions of the data fiduciary, (ii) implement appropriate
technical and organisational safeguards, (iii) notify the data
fiduciary within 72 hours of becoming aware of a personal data
breach, and (iv) assist the data fiduciary in honouring data
principal rights under the Act.

All consideration stated in this Agreement is exclusive of Goods and
Services Tax, which shall be added at the rate prevailing at the
date of invoice. Service provider's GSTIN: {{gstin}}. E-invoice
(IRN) shall be generated for invoices exceeding the threshold
notified by the GST Council from time to time.

The Customer shall deduct tax at source (TDS) on all payments made
to the Service Provider as required under the Income-tax Act, 1961.
The Service Provider shall provide a valid PAN ({{pan}}) and, where
applicable, a lower-deduction certificate issued under section 197.
The Customer shall issue a TDS certificate in Form 16A within the
statutory timeline.

Either party may terminate this Agreement for convenience upon
{{notice_days}} days prior written notice to the other party.
Termination shall not affect (a) accrued rights and obligations,
(b) confidentiality obligations, or (c) payment for services
rendered up to the effective date of termination.

Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity, or
termination, shall be referred to and finally resolved by arbitration
under the Arbitration and Conciliation Act, 1996 (as amended). The
seat and venue of arbitration shall be {{seat_city}}. The language
of the arbitration shall be English. The arbitration shall be
conducted by a sole arbitrator mutually appointed by the parties,
failing which the appointment shall be made in accordance with the
Act.

Neither party shall be liable for any failure or delay in performing
its obligations under this Agreement to the extent that such failure
or delay results from an event beyond the reasonable control of the
party concerned, including acts of God, epidemic, pandemic, war,
terrorism, civil unrest, government order, lockdown, or failure of
public utilities. The affected party shall promptly notify the other
party and use reasonable efforts to mitigate the effect. If the
force majeure continues for more than {{fm_days}} days, either party
may terminate this Agreement by written notice.

Annual CTC: ₹{{ctc}} (Indian Rupees {{ctc_words}} only), subject to
TDS as per the Income-tax Act, 1961. Break-up per Annexure A.
Probation period: {{probation_months}} months. Notice period:
{{notice_months}} months. Non-compete: {{noncompete_months}} months
post-exit, limited to direct competitors in {{industry}}.