Legal

Master Service Agreement

Version dated 6 October 2026

This Service Agreement, together with all Exhibits, Schedules, Statement of Work (SoW) and order forms executed hereunder (this Agreement) is entered into as of _________ (“the Effective Date”) by and between LawVyn with its Principal place of business at 19th Floor, Vijaya Krishna Towers, Madhava Reddy Colony, Gachibowli, Hyderabad, Telangana, 500032 (herein after referred as Service Provider) and [Lawyer LEGAL NAME], with its principal place of business at [address] ("Customer/Client").

Whereas, the Service Provider and Customer are each referred to herein as a "Party" and collectively as the "Parties".

Unless the context otherwise requires, any reference in this Agreement to a "Party" shall be deemed to include such Party's respective assignors, legal heirs, legal representatives, and permitted successors and assigns.

Recitals

Whereas Service Provider engages in providing the AI- driven assistance services to the lawyers for resolving their day to day case management issues and to enhance the work proficiency.

Whereas the Customer/Client is desirous to engage with the Service Provider, from time to time during the terms of service (Terms) to provide such Services pursuant to one or more Statement of Work or Order Forms to be executed.

WHEREAS, the Parties intend that this Agreement will serve as the master, umbrella terms and conditions governing all such engagements, so that individual Statements of Work and Order Forms need only address scope, deliverables, fees, timelines and service-specific matters (hereinafter referred as Purpose);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in the context in which they appear. "Affiliate" means with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of more than fifty percent (50%) of the voting equity or the power to direct the management and policies of such entity.
"Confidential Information" means has the meaning given in.
"Data" means all data, content, and information, documentation in any form or medium, that is submitted, provided, or made available to Receiving Party by or on behalf of Disclosing Party, its Affiliates, or its end users, or that is collected or processed by Receiving Party on Disclosing Party in connection with the Services, including any Personal Data contained therein.
"Deliverables" means any work product, materials, reports, software, documentation, or other items identified as deliverables in an applicable Order, and any derivative works thereof, prepared by or on behalf of any of the Party specifically for the other Party in the course of performing the Services.
"Documentation" means the user, technical, administrative and other guides, specifications and materials that Service Provider makes generally available to Customer describing the use, operation, or functionality of the Services or any Deliverables.
"Fees" means all amounts payable by Customer to Service Provider under this Agreement and any Order, including one-time fees, recurring subscription or service fees, usage-based fees, and Consulting Services fees.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, know-how, and other intellectual or proprietary rights of any kind, whether registered or unregistered, whether patentable or non -patentable and all applications, registrations, and renewals thereof, in any jurisdiction.
"Losses" means any and all losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and costs of investigation) causes during the course of the Term of this Agreement.
"Order" means collectively, a Statement of Work, Order Form, work order, or similar ordering document executed or accepted by both Parties under this Agreement, substantially in the form of Exhibit A, that describes the specific Services, Deliverables, fees, and other commercial terms applicable to a particular engagement.
"Personal Data" means any information relating to an identified or identifiable natural person.
"Pre-Existing Materials" means any software, tools, methodologies, know-how, templates, or other materials owned or licensed by a Party prior to the Effective Date, or developed by a Party independently of this Agreement, including any general skills, knowledge, or experience gained during performance of the Services.
"Services" means collectively, the technology, professional, consulting, implementation, integration, support, maintenance, data processing, hosting, and other services to be provided by Service Provider to Customer as described in one or more Orders.
"Third-Party Materials" means any materials, software, or services provided by a party other than Service Provider that are incorporated into, or used to provide, the Services or Deliverables.

2. Services; Statements of Work

2.1. Performance of Services Service Provider shall perform the Services in a professional and workmanlike manner, consistent with generally recognized industry standards, using qualified personnel, and in accordance with the applicable laws, Order, this Agreement, and Documentation.

2.2 Customer Cooperation.

2.2.1. Customer shall

(a) provide timely access to personnel, systems, facilities, and information reasonably necessary for Service Provider to perform the Services;

(b) make decisions and provide approvals within the timeframes specified in the applicable Order or, if none, within a commercially reasonable time; and

2.3. Service Provider's performance obligations and any applicable timelines shall be equitably adjusted to the extent delayed by Customer's failure to satisfy its obligations under this Section 2.2.

2.4. Project Managers. Each Party shall designate a project or account manager for each Order who shall serve as the primary point of contact for day-to-day communications regarding that Order.

2.5 Acceptance of Deliverables. Where an Order provides for formal acceptance testing of Deliverables, Customer shall notify Service Provider in writing of its acceptance or rejection (with reasonably detailed grounds for rejection based on the applicable specifications) within the acceptance period specified in the Order, or, if none is specified, within ten (10) business days of delivery. Deliverables not rejected within the applicable acceptance period shall be deemed accepted

2.6 Subscription/Hosted Services. Where an Order provides for access to hosted, subscription, or software as-a-service offerings, Service Provider grants Customer a non-exclusive, non-transferable right during the applicable subscription term to access and use such Services solely for Customer's internal business purposes, in accordance with the Documentation, the applicable Order, this Agreement and any acceptable use policy referenced therein.

2.7. Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble any software provided as part of the Services, except to the extent such restriction is prohibited by applicable law; (b) use the Services to build a competitive product; (c) remove or obscure any proprietary notices; or (d) use the Services in violation of applicable law or in a manner that threatens the security or integrity of Service Provider's systems.

3. Change Management

3.1 Change Requests. Either Party may request changes to the scope, timeline, fees, or specifications of an Order by submitting a written change request. No change shall be binding unless documented in a written change order signed by authorized representatives of both Parties (a "Change Order").

3.2 Impact Assessment. Within a commercially reasonable time after receipt of a change request, Service Provider shall provide Customer with a written assessment of the impact of the proposed change on scope, timeline, and Fees. Service Provider shall have no obligation to perform services outside the scope of an executed Order absent an approved Change Order.

4. Fees, Invoicing and Payment

4.1 Fees. Customer shall pay the Fees set forth in each applicable Order. Except as expressly stated otherwise, Fees are stated exclusive of applicable taxes and are non-cancellable and non-refundable once incurred, other than in connection with a breach by Service Provider or as otherwise expressly provided in this Agreement (Hereinafter referred as Subscription Fee).

4.2 Invoicing. Service Provider shall invoice Customer in accordance with the invoicing schedule set forth in the applicable Order or, if none is specified, monthly in arrears. Each invoice shall include reasonable supporting detail.

4.3 Payment Terms. Customer shall pay all undisputed invoiced amounts within seven (07) days of the date of a correct and undisputed invoice ("Due Date"), by the payment method specified in the applicable Order.

4.4 Disputed Invoices. If Customer disputes any portion of an invoice in good faith, Customer shall notify Service Provider in writing, with reasonable detail, within the payment period applicable to that invoice, and shall timely pay all undisputed amounts. The Parties shall use good-faith efforts to resolve any such dispute within fifteen (15) days of notice.

4.5 Late Payment. Amounts not paid when due (other than amounts under good-faith dispute) shall accrue interest at the lesser of Two percent (2%) per month or the maximum rate permitted by applicable law, and Service Provider may, upon prior written notice and failure to cure within fifteen (15) days, suspend performance of Services until payment is made current, provided such suspension shall not relieve Customer of its payment obligations.

4.6 Expenses. Customer shall reimburse Service Provider for reasonable, documented, pre-approved out-of-pocket travel and other expenses incurred in connection with the Services, in accordance with the applicable Order and Service Provider's then-current travel policy (as made available to Customer on request).

4.7 Fee Increases. Fees for recurring or Subscription Services shall remain fixed for the initial term of the applicable Order. Service Provider may increase Fees effective upon any renewal term by providing at least Thirty (30) days' prior written notice, provided such increase shall not exceed 10 % over the immediately preceding term unless otherwise agreed.

5. Taxes

5.1 Taxes Generally. Fees are exclusive of all sales, use, value-added, goods and services, withholding, and similar taxes and duties ("Taxes"), other than taxes based on Service Provider's net income. Customer shall be responsible for all applicable Taxes arising from this Agreement, other than Taxes for which Customer furnishes Service Provider a valid exemption certificate.

5.2 Withholding. If Customer is required by applicable law to withhold any Taxes from payments to Service Provider, Customer shall (a) deduct such Taxes from the payment, (b) timely remit such Taxes to the appropriate governmental authority, and (c) provide Service Provider with official documentation evidencing such payment sufficient to allow Service Provider to claim a credit for such Taxes, and the Parties shall cooperate in good faith to minimize any such withholding to the extent permitted by applicable law and any relevant tax treaty.

6. Term

6.1. Initial Term. This Agreement commences on the Effective Date and continues for an initial term of [three (3)] years (the "Initial Term") from signing of the Agreement, unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term", and together with the Initial Term, the "Term") unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

6.2. Order Terms. Each Order shall specify its own term, which may extend beyond the expiration of the Term of this Agreement, provided that the terms and conditions of this Agreement shall continue to govern such Order until its completion, expiration, or termination, notwithstanding expiration of this Agreement's stated Term.

7. Termination

7.1. Termination for Convenience. Customer may terminate this Agreement or any Order for convenience upon fifteen (15) days' prior written notice, subject to payment for Services rendered and non-cancellable costs reasonably and demonstrably incurred by Service Provider prior to the effective date of termination. Service Provider may terminate this Agreement for convenience upon thirty (30) days' prior written notice.

7.2 Unless otherwise stated in Clause 7.1 of the Clause the Service Provider shall automatically terminate the Services on non-fulfilment of certain conditions by the Customer those are as follows:

a. Non-payment of the Subscription Fee as mentioned in Clause 4 of this agreement.

b. Violating of any of the provision of this Agreement or operational guidelines by the Client.

c. Exceeding a defined grace period after receiving a payment reminder.

d. Refusal to co-operate or provide necessary access required for Service delivery.

e. Violating any of the applicable law

7.3 Effect of Termination. Upon expiration or termination of this Agreement or any Order the Customer shall pay all Fees accrued through the effective date of termination and any non-cancellable costs properly incurred prior to notice of termination.

8. Force Majeure

8.1 No party will be liable for non-performance of any of its obligations under the agreement if its non-performance was due to a Force Majeure Event as defined in paragraph Clause 8.2 of this Clause, on condition that such party complies with the conditions in paragraph 8.3 of this Clause.

8.2. A Force Majeure Event shall mean any act of God, such as but not limited to; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; pandemic, epidemic and governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labour disturbance; the unavailability of labour or materials to the extent beyond the control of the party affected; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing.

8.3. Upon occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance, including its expected duration. The non-performing party shall furnish the other party periodic reports regarding the progress of the Force Majeure Event. The non-performing party shall use reasonable diligence to minimize damages and to resume performance.

9. Survival

(Definitions), (Fees, to the extent of accrued obligations), (Taxes), (Effects of Termination), (Intellectual Property), (Confidentiality), (Data Protection, as applicable), (Disclaimer), (Indemnification), (Limitation of Liability), (Dispute Resolution; Governing Law), and (Miscellaneous) shall survive expiration or termination of this Agreement for any reason.

10. Intellectual Property Rights

10.1 Pre-Existing and Background IP. Each Party retains all right, title, and interest in and to its Pre-Existing Materials and any general know-how, methodologies, tools, or ideas used or developed in connection with the Services before entering into this Agreement, subject to any license expressly granted herein or in an Order. Nothing in this Agreement transfers ownership of either Party's Pre-Existing Materials.

10.2 Ownership of Deliverables. Unless otherwise specified in the applicable Order, upon full payment of all Fees due for the applicable Deliverable, Service Provider assigns to Customer all right, title, and interest in and to such Deliverable, subjected to conditions of non-transferrable, non-alienable, non-exclusive excluding any Pre-Existing Materials or Third-Party Materials incorporated therein, which shall remain subject to Section 10.1 and 10.4, respectively.

10.3 Ownership of Platform. As between the Parties, Service Provider and its licensors retain all right, title, and interest in and to the Services, any underlying software, platforms, and systems used to provide the Services, and all Intellectual Property Rights therein. Except for the rights expressly granted in this Agreement, no other rights are granted to Customer, by implication or otherwise.

10.4 Third-Party Materials. Any Third-Party Materials provided as part of the Services remain subject to the applicable third-party license terms, which shall be made available to Customer upon request. Service Provider makes no representations or warranties with respect to Third-Party Materials beyond those it receives from the applicable third-party licensor and is able to pass through.

10.5 Customer Materials. Customer retains all right, title, and interest in and to Customer Data and any Customer-provided materials, trademarks, or content ("Customer Materials"). Customer grants Service Provider a limited, non-exclusive, royalty-free license to use, copy, and process Customer Materials solely as necessary to perform the Services.

10.6 Feedback. If Customer provides Service Provider with suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants Service Provider a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into its products and services, without any obligation to compensate or attribute Customer.

10.7 Improved Know-How. Notwithstanding anything to the contrary in this Agreement, Service Provider shall be free to use, and shall solely own, any improvement, enhancement, modification, or derivative of its own Pre-Existing Materials, methodologies, tools, templates, or generalized processes and know-how that is conceived, discovered, or developed by or for Customer in the course of, or as a result of, performing this Agreement ("Improved Know-How"), including any residual skills, techniques, or general knowledge retained in the unaided memory of personnel who performed the Services.

11. Confidential

11.1 Definition. "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient"), whether orally (has to be reduced into writing within thirty days from such disclosure), in writing, or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including business plans, financial information, technical information, product roadmaps, security information, and the terms of this Agreement and any Order (including pricing).

Exception:

Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Recipient;

(b) was rightfully known to the Recipient prior to disclosure without any obligation of confidentiality;

(d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

11.3 Obligations. The Recipient shall

(a) use the Discloser's Confidential Information solely to perform its obligations or exercise its rights under this Agreement;

(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care; and

(c) disclose Confidential Information only to its employees, contractors, consultant, auditors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 11.

11.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, the Recipient gives the Discloser prompt written notice of such requirement (so that the Discloser may seek a protective order or other appropriate remedy) and discloses only the minimum amount of Confidential Information required.

12. Data Protection Laws

Each Party shall comply with all applicable data protection and privacy laws, rules, and regulations applicable to its respective processing of Personal Data in connection with this Agreement ("Data Protection Laws").

13. Mutual Representations

Each Party represents and warrants that: (a) it has the full corporate power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance of this Agreement.
Customer Warranties: The Customer represents, warrants and undertake that :
it has the right to provide the Customer Data,materials and instructions supplied to the Service Provider, and their use for the Services will not infringe any third party rights or violates applicable law;
it will provide timely access information and cooperation reasonably required for the Services; and
it will pay the Fees in accordance with this Agreement.
No Warranty by Service Providers:

The Service Provider gives no warranty, representation, conditions or undertaking of any kind in relation to the Services, the Deliverables or any other matter under this Agreement, except as expressly stated in the subclause 13.1.Without limitation, the Service Provider does not warrant that:

a.the Services or Deliverables will be uninterrupted, error-free, secure or free from defects;

b.the Services or Deliverables will meet the Customers requirement or achieve any particular result or outcome;

c.the Services or Deliverables will not infringe the Intellectual Property Rights to any third party;or

d.any information, advice or recommendation provided will be accurate, complete or suitable for Customer’s Purpose.

13.4 Disclaimer. To the fullest extent permitted by applicable law, the Services and Deliverables are provided on an “as is” and “as available” basis and all warranties, conditions and terms, whether express, implied, statutory or otherwise, including those of satisfactory quality, merchantability, fitness for a particular purpose, accuracy and non-infringement, are excluded.

14. Indemnification

The Customer shall indemnify, defend and hold harmless the Service Provider, its affiliates, and their respective directors, officers, employees, agents and subcontractors (the "Indemnified Parties") from and against all losses, liabilities, damages, claims, demands, actions, proceedings, penalties, fines, costs and expenses, including reasonable legal fees and costs of investigation (collectively, "Losses"), whether arising from a third-party claim or suffered directly by an Indemnified Party, arising out of or in connection with:

(a) the Customer Data, materials, instructions, specifications or content supplied by or on behalf of the Customer, or their use by the Service Provider in accordance with this Agreement, including any actual or alleged infringement or misappropriation of third-party Intellectual Property Rights or violation of applicable law;

(b) the use of the Services or Deliverables by the Customer or its personnel otherwise than in accordance with this Agreement, the applicable Statement of Work or the Service Provider's written instructions;

(c) any modification of the Deliverables not authorised in writing by the Service Provider, or their combination with any product, software, data or process not supplied or approved by the Service Provider;

(d) any decision made or action taken by the Customer in reliance on the Services, Deliverables or any advice, information or recommendation provided under this Agreement;

(e) any breach by the Customer of applicable law, including laws on data protection, privacy, sanctions and export controls, or of its obligations under this Agreement;

(f) any claim by a third party, including the Customer's own customers, end-users or regulators, arising from the Customer's business, products or services; or

(g) the negligence, fraud or wilful misconduct of the Customer or its personnel.

14.2 Notice. The Service Provider shall give the Customer written notice of any third-party claim within a reasonable time after becoming aware of it. Delay shall not relieve the Customer of its obligations except to the extent it is materially prejudiced by the delay.

14.3 Conduct of Claims. The Customer may assume conduct of the defence and settlement of any third-party claim with counsel reasonably acceptable to the Service Provider, provided that it acknowledges in writing its obligation to indemnify. The Customer shall not settle any claim in a manner that imposes any liability or obligation on, or involves an admission of fault by, any Indemnified Party without the Service Provider's prior written consent. The Service Provider may participate with its own counsel at its own cost and shall provide reasonable cooperation at the Customer's cost. If the Customer fails to assume or diligently conduct the defence within [●] days of notice, the Service Provider may do so at the Customer's cost.

14.4 One-Way Indemnity. This clause is for the sole benefit of the Indemnified Parties. The Service Provider gives no indemnity, and has no liability by way of indemnity, to the Customer or any other person in connection with this Agreement, the Services or the Deliverables.

14.5 No Limitation. The Customer's obligations under this clause are in addition to the Service Provider's other rights and remedies and are not subject to any exclusion or limitation of liability in this Agreement [alternative: subject to the cap in clause

14.6 Payment. Amounts due under this clause shall be paid within fifteen (15) days of written demand, accompanied by reasonable supporting evidence. Defence costs shall be reimbursed as incurred.

14.7 Survival. This clause survives expiry or termination of this Agreement.

15. Compliance with Law

Each Party shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement, including those relating to labor, employment, health and safety, environmental protection, and data protection.

16. Service Provider Code of Conduct

Customer shall comply, and shall ensure that its personnel, agents, and subcontractors performing Services under this Agreement comply, in all respects with Service Providers code of conduct, as made available to Customer in writing and as may be updated from time to time (the "Service Provider Code of Conduct"), which is hereby incorporated into and forms an integral part of this Agreement. Compliance with the Service Provider Code of Conduct is a binding obligation of Customer under this Agreement, and any material breach thereof shall constitute a material breach of this Agreement entitling Service Provider to exercise its rights under Section 8.2.

Service Provider shall provide Customer with reasonable prior written notice of any material update to the Service Provider Code of Conduct, and any such update shall apply prospectively only.

17. Governing Law and Jurisdiction

17.1. Escalation. In the event of any dispute arising out of or relating to this Agreement, the Parties' respective project managers shall first attempt in good faith to resolve the dispute. If unresolved within fifteen (15) days, the dispute shall be escalated to each Party's designated senior executive, who shall meet (in person or by videoconference) within a further fifteen (15) days to attempt to resolve the dispute.

17.2. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.

17.3 Arbitration.

(a) Any Dispute not resolved under clause 17.2 shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time (the "Arbitration Act"), and the rules made thereunder.

(b) The arbitral tribunal shall consist of a sole arbitrator. Sole arbitrator: appointed by mutual agreement of the Parties within [30] days of the arbitration notice, failing which by the [High Court of Telangana / designated arbitral institution] under Section 11 of the Arbitration Act. Three arbitrators: each Party shall appoint one arbitrator within [30] days of the arbitration notice, and the two so appointed shall appoint the presiding arbitrator within [30] days of the appointment of the second arbitrator, failing which appointment shall be made under Section 11 of the Arbitration Act

(d) The language of the arbitration shall be English.

(e) The arbitral award shall be reasoned, final and binding on the Parties, and may be enforced in any court of competent jurisdiction.

(f) The Parties shall bear their own costs of the arbitration, and the fees and expenses of the tribunal shall be borne equally, subject to the tribunal's power to award costs under Section 31A of the Arbitration Act.

(g) The Parties shall comply with the time limits prescribed in Section 29A of the Arbitration Act.

17.4 Conciliation. Where the Parties agree in writing at any time before or during arbitration, a Dispute may be referred to conciliation under Part III of the Arbitration Act. Conciliation shall not suspend the Parties' right to commence or continue arbitration, unless they agree otherwise in writing.

17.5 Jurisdiction of Courts. Subject to clause 17.3, the courts at Hyderabad, Telangana, India shall have exclusive jurisdiction over any matter arising out of or in connection with this Agreement, including applications for interim relief under Section 9, appointment of arbitrators under Section 11, applications under Section 34 and enforcement of any award.

17.6 Injunctive Relief. Notwithstanding the foregoing, either Party may seek immediate injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any actual or threatened breach of Section 11 (Confidentiality) or misuse of Intellectual Property Rights, without being required to post a bond and without waiving any other right or remedy.

18. Notices

18.1 All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or email (with confirmation of receipt), to the addresses above mentioned or set forth in the applicable Order or as otherwise designated in writing by the Receiving Party from time to time. Notices are deemed given (a) upon delivery, if delivered by hand; (b) one (1) business day after dispatch, if sent by overnight courier; or (c) upon confirmation of receipt, if sent by email.

19. Assignment

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement and, in the case of assignment to a direct competitor of the other Party, the non-assigning Party shall have the right to terminate any affected Order upon written notice. Any purported assignment in violation of this Section 19 is void.

20. Publicity

20.1 Publicity. Service Provider shall issue any press release or make any public statement regarding this Agreement or the relationship of the Parties with or without the prior written consent of the Customer, except that Service Provider may identify Customer by name and logo in a general customer list on its website or marketing materials, subject to Customer's trademark usage guidelines (if provided).

21. Miscellaneous

21.1 Entire Agreement. This Agreement, together with all Exhibits, Schedules, and Orders executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether oral or written, relating to such subject matter.

21.2 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

21.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

21.4 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

21.5 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other or to create any obligation on the other's behalf.

21.6 No Third-Party Beneficiaries. Except as expressly provided in Section 15 with respect to indemnified Affiliates, this Agreement does not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

21.7 Counterparts; Electronic Signatures. This Agreement and any Order may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (including by PDF or electronic signature platform) shall be deemed original signatures for all purposes.

21.8 Language. This Agreement is executed in the English language, which shall govern the interpretation of this Agreement notwithstanding the production of any translation for reference purposes.

21.9 Interpretation. The headings in this Agreement are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by the words "without limitation." References to "days" mean calendar days unless otherwise specified.

Signature Page

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[SERVICE PROVIDER LEGAL NAME] By: _______________________________ [CUSTOMER LEGAL NAME] By: _______________________________

Name: Name:

Title: Title:

Date: Date: