Master Services Agreement (Vendor)

This Master Services Agreement (“Agreement”) is made as of [●], 2025 (“Effective Date”), by and between:

Nanotech Academy (Division of Best Nanotech Pvt Ltd)
523-24, 5th Floor, Tower A
Emaar Digital Greens, Sector-61
Gurugram–122011, Haryana, India
Email: talent@bestnanotech.in | Phone: ‪+91 98188 17303‬
(“Nanotech Academy”)

and

[Vendor Name], a [entity type] organized under the laws of [jurisdiction], having its principal place of business at [address] (“Vendor”).

Nanotech Academy and Vendor each a “Party” and collectively the “Parties.”

Definitions

“Services” means any services, deliverables or work-product (including manpower supply, consulting, platform integration, content development, or other services) mutually agreed by the Parties under a Statement of Work (“SOW”) executed hereunder.
“Confidential Information” has the meaning set forth in Section 7.
“SOW” means a written statement of work, task order or purchase order executed by both Parties referencing this Agreement, specifying Service details, deliverables, fees, schedule, acceptance criteria, and any applicable attachments.

Scope of Services

Vendor shall perform the Services described in each SOW in accordance with this Agreement and any applicable annexures.
No SOW shall be binding until executed by authorized representatives of both Parties.

Term and Termination

Term: This Agreement commences on the Effective Date and continues for three years, unless earlier terminated as provided herein. Each SOW will specify its individual term.
Termination for Convenience: Either Party may terminate this Agreement or any SOW with thirty (30) days’ prior written notice. Vendor shall be paid for Services properly performed up to termination.
Termination for Cause: Either Party may terminate immediately on written notice if the other Party (a) materially breaches this Agreement or any SOW and fails to cure within fifteen (15) days of notice, or (b) becomes insolvent or subject to voluntary/involuntary winding-up.
Effects of Termination: Upon termination or expiration, Vendor shall promptly return all Nanotech Academy materials, and each Party shall pay any undisputed amounts owed for Services rendered.

Fees and Payment

Fees: Vendor shall be compensated as set forth in each SOW. All fees are quoted in INR, exclusive of GST and other applicable taxes, which Nanotech Academy shall pay unless Vendor furnishes a valid tax invoice.
Payment Terms: Nanotech Academy will pay undisputed invoices within forty-five (45) days of receipt. Disputed invoices must be notified within seven (7) days; Parties shall in good faith resolve disputes promptly.
Expenses: Vendor shall not incur reimbursable expenses without prior written approval.

Vendor Obligations

Compliance: Vendor shall comply with all applicable Indian laws, regulations, and industry standards, including labour, data protection, export control, and health and safety laws.
Personnel: Vendor shall provide qualified personnel and ensure they maintain necessary skills, certifications, and conduct themselves professionally. Vendor is solely responsible for all employment-related liabilities.
Subcontracting: Vendor may not subcontract Services without Nanotech Academy’s prior written consent; Vendor remains responsible for subcontractor performance.

Intellectual Property

Background IP: Each Party retains ownership of any intellectual property it owned prior to the Effective Date (“Background IP”).
Deliverables; License: Vendor assigns to Nanotech Academy all right, title and interest in and to any deliverables created under a SOW. Vendor hereby grants Nanotech Academy a perpetual, irrevocable, worldwide, royalty-free license to use, modify, reproduce and distribute all Vendor-owned materials incorporated in the deliverables.
Moral Rights Waiver: To the extent permitted by law, Vendor waives any moral rights in the deliverables.

Confidentiality

Definition: “Confidential Information” means non-public information disclosed by either Party, whether orally or in writing, designated as confidential or that ought reasonably be understood as confidential.
Obligations: The receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to those employees, contractors or advisors who need to know and are bound by confidentiality obligations no less stringent than herein, and (c) protect Confidential Information with at least the same degree of care it uses for its own confidential information.
Exclusions: Confidential Information does not include information that is (i) already known to the receiving Party without restriction, (ii) publicly available through no breach of this Agreement, (iii) rightfully received from a third party without restriction, or (iv) independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.
Required Disclosure: If compelled by law or court order to disclose Confidential Information, the receiving Party shall give prompt written notice and cooperate in any protective measures.

Representations and Warranties

Vendor represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) Services will be performed professionally, with due care and in accordance with industry standards; and (c) deliverables will not infringe any third-party intellectual property rights.
Disclaimer: Except as expressly provided, all warranties, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement, are disclaimed by both Parties to the maximum extent permitted by law.

Indemnification

Vendor Indemnity: Vendor shall indemnify, defend and hold harmless Nanotech Academy, its officers, directors and affiliates from and against any losses, damages, liabilities or expenses (including reasonable attorneys’ fees) arising from (a) Vendor’s breach of this Agreement, (b) any claim that Services or deliverables infringe third-party intellectual property rights, or (c) Vendor’s negligence or willful misconduct.
Limitation of Indemnity: The foregoing indemnity obligation shall exclude claims to the extent caused by modifications made by Nanotech Academy or combined with third-party products without Vendor’s consent.

Limitation of Liability

To the maximum extent permitted by law, neither Party’s aggregate liability under or relating to this Agreement shall exceed the total fees paid or payable under the applicable SOW in the twelve (12) months preceding the event giving rise to liability. Neither Party shall be liable for any indirect, incidental, consequential, special or punitive damages.

Insurance

Vendor shall maintain, at its own expense, appropriate insurance coverage (including professional liability, employer’s liability, and worker’s compensation) with limits customary for services of similar scope. Upon request, Vendor shall provide certificates evidencing such coverage.

Dispute Resolution

Good-Faith Negotiations: Parties shall first attempt to resolve disputes by good-faith negotiations between senior executives.
Arbitration: If unresolved within thirty (30) days, any dispute shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be New Delhi; the language shall be English; three arbitrators appointed in accordance with the Act. The award shall be final and binding.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi shall have exclusive jurisdiction over any disputes not subject to arbitration.

Miscellaneous

Independent Contractors: The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.
Assignment: Neither Party may assign its rights or obligations without the other Party’s prior written consent, except to an affiliate or successor by merger or sale of all or substantially all assets.
Notices: All notices must be in writing and sent to the addresses above (or updated addresses notified in writing); notices are effective upon receipt.
Entire Agreement: This Agreement, including all SOWs and annexures, constitutes the entire agreement between the Parties and supersedes all prior agreements.
Amendments: No amendment is effective unless in writing and signed by authorized representatives of both Parties.
Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force.
Waiver: No waiver of any term is effective unless in writing; failure to enforce any provision does not constitute a waiver of future enforcement.

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.

For Nanotech Academy (Division of Best Nanotech Pvt Ltd)
Name: ________________________
Title: ________________________
Date: ________________________

For [Vendor Name]
Name: ________________________
Title: ________________________
Date: ________________________