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This Services Agreement (“Agreement”) is made and entered into on 13th July 2009, by and between _________________________________, with its
principal office address at _________________________________________ (“Client”), and “Your Company Name”, with its principal office address at
“Your Address here”, “City”, Pakistan (“Abbreviation of your Company or a short name here”).

Whereas, “Your Company Name” is in the business of providing services for consultancy, programming, software development, software installation, and
systems integration (“Services”); and

Whereas, Company wishes to contract with “Your Company Name” to provide such Services to Company;

Now, therefore, in consideration of the various covenants, promises, and conditions set forth below, and intending to be legally bound, the parties hereto
agree as follows:

1.1. “Your Company Name” shall provide Services requested and 5.1. When in “Your Company Name”’s opinion, “YOUR COMPANY
authorized by Company. Company may authorize, from time to NAME” has completed a Work Order, “YOUR COMPANY NAME”
time, such Services by executing individual “Work Orders”, each of shall provide written notification (electronic or otherwise) to
which are incorporated into and subject to the terms of this Company of the completion. Except as provided in Section 5.3,
Agreement. Such Work Orders shall be agreed to and signed by Company shall have sixty (60) days (the “Acceptance Period”) in
both parties, shall be in the form of Exhibit A, shall be consecutively which to determine if the deliverable conforms to the Work Order
numbered, and shall include at a minimum the following and those specifications of the assignment of which “YOUR
information: COMPANY NAME” ’s personnel have been apprised in writing
(“Acceptance Tests”). The Acceptance Period does not take effect
1. Description of assignment. until after the last deliverable has been delivered by “YOUR
2. Deliverables. COMPANY NAME” to Company in accordance with the applicable
3. Authorized start date. Work Order.
4. Target completion date.
5. Company project manager. 5.2. Company shall be deemed to have accepted the deliverable
6. Prices and Payment terms. unless, prior to the expiration of the Acceptance Period, Company
7. Pre-approved project-related expenses. provides “YOUR COMPANY NAME” with a written notice to the
8. Obligations of Company. effect that the work completed fails to conform to the Acceptance
9. Any other unique terms related to the specific project. Tests. Any such notice shall specify the reasons for Company’s
claim of non-conformance.
1.2. Changes to the Work Orders will be effected by approving 5.3. In the event that deficiencies are reported by Company
“Change Request Forms”, each of which are incorporated into and during the Acceptance Period, “YOUR COMPANY NAME” shall
subject to the terms of this Agreement. Such Change Request supply the appropriate personnel to investigate and correct
Forms shall be agreed to and signed by both parties, shall be in the deficiencies reported by Company during the Acceptance Period.
form of Exhibit B, and shall be consecutively numbered. Except as provided in Section 5.4, Company shall have sixty (60)
1.3. In case any clause in the Work Order or Change Request days from the date of the correction of identified deficiencies to
Form conflicts with any clause in the Agreement, the clause in the review the work completed, and submit written notice of
Work Order or Change Request Form will prevail over the clause in acceptance or further deficiencies. This process shall be repeated
the Agreement. as may be necessary until the software is accepted by Company.

2. COMPANY’S OBLIGATIONS 5.4. The procedures set forth in this “Section 5 - Acceptance”
shall be Company’s sole and exclusive remedy for any failure of the
2.1. Timely completion of the Services is dependent upon, at a deliverable to conform to the applicable Work Order or Acceptance
minimum, the timely cooperation of Company. Company shall Tests.
perform the various obligations of Company specified in this
Agreement and in the applicable Work Orders and shall cooperate 6. WARRANTY
generally with “YOUR COMPANY NAME” in “YOUR COMPANY 6.1. “YOUR COMPANY NAME” warrants that the technical quality
NAME” ’s performance of the Services. and performance of the Services provided will be consistent with
3. TERM the applicable professional and industry standards and with the
specifications in the applicable Work Order.
3.1. The initial term of this Agreement shall be for a period not
less than the period during which the software is developed, 6.2. Except as set forth specifically in this “Section 6 - Warranty”
deployed and successfully implemented at the Company with “YOUR COMPANY NAME” makes no other warranties whatsoever,
complete UAT Sign-Off from the date of this agreement and one whether express, implied or statutory, with regard to any software,
year warranty period which will start after the Sign-off date. materials, or services provided pursuant to this Agreement. “YOUR
COMPANY NAME” specifically disclaims the implied warranties of
4. PRICES & PAYMENTS merchantability, fitness for a particular purpose, title and non-
4.1. For all services performed and respective tasks executed and
approved by Company, Company shall pay “YOUR COMPANY
NAME” at the prices stated in the applicable Work Order.

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7. LIMITATION OF LIABILITY programs wholly or partially completed, and materials directly

related to any project under the Agreement shall be delivered to
7.1. In no event shall either party be liable for special, incidental, Company or at Company’s written instructions destroyed, and no
consequential, tort, or analogous damages, including, without copies shall be retained by “YOUR COMPANY NAME” without
limitation, any damages resulting from loss of use, loss of data, loss Company’s written consent.
of profits, loss of business or loss of goodwill, arising out of or in
connection with this Agreement, or any services performed by such 9.3. Company acknowledges and agrees that “YOUR COMPANY
party, whether or not such party has been advised of the possibility NAME” has developed certain software, inventions, designs,
of such damages. discoveries, ideas, writings and works of authorship, including all
copyrights in any work, procedures, techniques, documentation
7.2. “YOUR COMPANY NAME” ’s liability, whether in contract, tort and materials (collectively the ““YOUR COMPANY NAME”
(including negligence) or otherwise, direct or indirect, arising out of Materials”) to perform the Services to be provided to Company
or in connection with this Agreement or any services performed hereunder and Company agrees that all “YOUR COMPANY NAME”
hereunder shall not exceed in the aggregate the amounts paid to Materials not specifically developed for Company pursuant to this
“YOUR COMPANY NAME” for its services or products. Agreement shall be the exclusive property of “YOUR COMPANY
7.3. Neither party shall be liable for damages from any delay or NAME” and that the entire right, title and interest to all rights to
failure to perform its obligations hereunder, if such delay or failure any “YOUR COMPANY NAME” Materials shall not be deemed to be
is due to causes beyond its control or without its fault or a “work made for hire”.
negligence, including, without limitation, strikes, riots, wars, fires, 10. NATURE OF AGREEMENT
epidemics, quarantine restrictions, freight embargoes, unusually
severe weather, earthquakes, explosions, acts of God or any public 10.1. The relationship of “YOUR COMPANY NAME” to Company is
enemy, or acts mandated by any applicable law, regulation or order solely that of an independent contractor. Neither “YOUR COMPANY
(whether valid or invalid) of any governmental body. NAME” nor its personnel shall be entitled to any of the benefits
provided by Company to its employees, including, but not limited
8. CONFIDENTIALITY to, workers compensation insurance, unemployment insurance,
8.1. “YOUR COMPANY NAME” will treat as confidential and not and health, retirement and welfare benefits.
disclose to or use for the benefit of unauthorized third parties any 10.2. “YOUR COMPANY NAME” shall assume full and exclusive
information of Company or its customers that is disclosed by responsibility for payment of all income taxes or contributions
Company to “YOUR COMPANY NAME” and identified in writing as imposed or required under employment and income tax laws with
“Confidential Information”. “YOUR COMPANY NAME” will not be respect to “YOUR COMPANY NAME” or any of “YOUR COMPANY
liable for the disclosure of any Confidential Information that: NAME” ’s employees engaged in the performance of Services under
1. is in the public domain or enters the public domain without this Agreement.
breach of this Agreement by “YOUR COMPANY NAME” ; 11. HIRING OF EMPLOYEES
2. was known by “YOUR COMPANY NAME” at the time it was
first engaged to perform services for Company; 11.1. “YOUR COMPANY NAME” and Company agree that neither
3. is independently developed by “YOUR COMPANY NAME” shall employ or otherwise engage, directly or indirectly, the
without use of the Confidential Information by “YOUR services of the employees or agents of the other during the term of
COMPANY NAME” ; or this Agreement, and for a period of one year thereafter.
4. is subject to disclosure pursuant to law.
12.1. Each party may terminate this Agreement with cause
9. OWNERSHIP immediately in the event the other party fails to meet its
9.1. Except as provided for in Section 9.3 below, all software obligations under this Agreement. The termination shall become
(applications and its source code), documentation (User & effective thirty (30) days after the date of the notification given to
Technical) and materials (pertinent to Planning, Initiation, the other party indicating the reasons for the termination, unless
Requirement Gathering and Analysis, System Design, Development, the defaulting party remedies such breach during such period.
Testing, Installation, Implementation and Maintenance) specifically 12.2. In the event of the early termination of this Agreement,
developed for Company pursuant to this Agreement, including all Company is only obliged to pay for actual Services rendered by
related Work Orders, shall be the exclusive property of Company. “YOUR COMPANY NAME” for which “YOUR COMPANY NAME” will
Effective upon the payment in full by Company of all sums owed to provide all works carried out till the last day of termination.
“YOUR COMPANY NAME” under this Agreement, “YOUR COMPANY
NAME” transfers and assigns to Company the entire right, title and 12.3. Upon termination of this Agreement, “YOUR COMPANY
interest to all rights to any inventions, designs, discoveries, ideas, NAME” will return to Company any monies paid for uncompleted
writings and works of authorship, including all copyrights in any Services as defined by the list of milestones and deliverables in the
work deemed to be a “work made for hire”. Work Orders. In addition, each party will return to the other party
all papers, materials and properties of the other party held by each
9.2. “YOUR COMPANY NAME” agrees that the transmission of party for purposes of executing this Agreement and all
materials to “YOUR COMPANY NAME” by Company shall not be attachments. Each party will assist the other party in the orderly
construed to grant “YOUR COMPANY NAME” a license or other termination of this Agreement and the transfer of all aspects
rights owned or controlled by Company. Upon termination or hereof, tangible or intangible, as may be necessary for the orderly
expiration of the Agreement and payment in full by Company to non-disrupted business continuation of each party.
“YOUR COMPANY NAME” of all amounts due under this
Agreement, all proprietary documents, software documentation,

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12.4. Upon termination, this Agreement shall be of no force and 13.4. If any provision of this Agreement shall be determined to be
effect, except that the terms and provisions of “Section 7 - void, invalid, unenforceable, or illegal for any reason, the validity
Limitation Of Liability”, “Section 9 - Ownership”, and “Section 11 - and enforceability of all remaining provisions shall nevertheless
Hiring Of Employees” of this Agreement shall survive the remain in full force and effect.
termination of this Agreement for any reason in accordance with
their respective terms. 13.5. All notices permitted or required under this Agreement shall
be in writing and shall be delivered in person, mailed or courier-
13. GENERAL delivered as necessary to the parties at their respective addresses
first set forth above.
13.1. This Agreement and related Work Orders shall be governed
by and construed according to the laws of the Islamic Republic of 13.6. This Agreement including all Work Orders and other
Pakistan without regard to the conflicts of laws doctrines of any documents or communications incorporated herein, represents the
jurisdiction. Any controversy or claim arising hereunder shall be entire agreement between the parties and supersedes all prior
settled by binding arbitration at a location acceptable to both negotiations, understandings and agreements. This Agreement,
parties, pursuant to the Arbitration Act 1940 and any decision by including all applicable Work Orders, exhibits and other documents
arbitrators rendered pursuant to arbitration shall be binding and and communications incorporated herein, shall supersede and
enforceable in any court of competent jurisdiction. control over any conflicting terms, representations, promises, or
conditions included in any purchase orders, invoices or other
13.2. This Agreement is not assignable by either party without the documents issued by either party.
written consent of the other party.
13.7. “YOUR COMPANY NAME” shall be entitled to rely upon any
13.3. No provision of this Agreement may be waived or changed person it believes in good faith to be authorized to act on behalf of
except by in writing signed by the parties. The failure to enforce a Company in connection with this Agreement including, but not
breach or default of this Agreement shall not constitute a waiver of limited to, the furnishing of additional Work Orders.
the right to enforce any subsequent breach or default.

In witness whereof, the parties hereto cause this Agreement to be executed by their duly authorized representatives. This Agreement shall be effective as
of the date of this Agreement.


Signature Signature

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