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agrement service provider will continue toprovide services till such time that a fresh
agrement is signed orfor a maximum period of60 days from the end date, whicheveris shorter
provided, however, that service provider has receiveda letter extendingthis agrement.
Both the parties agree that renewal ora fresh contract cannot be done with retrospectivedate
and will be applicable only from the date of exeution of thet agrement.
Service Provider understands and acknowledges that any non-adherence to the warranty as
stated hereinabove will be violatie of the provisions of the U.S.Foreign Corrupt Practices Act,
1997,U.K.Bribery Act 2010 and the Indian Prevention of Corruption Act, 1988 (“Anti-bribery
Laws”).
Additionally, Service Provider shall indemnif,save and hold harmless Wipro, its sublidiaries
and affiliates officers, directorsand employees, against any all losses, penaltties and expense
including court costs and reasonable attorney fees resulting from any breach of this warranty
by Service Provider or its partners. Wipro shall have the right to terminate this Agreement
with immediate effect, without any liability whatsover, if Service Provider is in breach of this
warranty.
Wipro shall have the right to audit Service Provider’s compliance with the provisions of this
Section.
16. NO PARTNERSHIP
Nothing in this Agreement is to be construed to make either party a partner, an agent or legal
representative of the other for any purpose. Neither partyhas any right or authority to accept
any service of process or to receive anynotices on behalfof the other Party or to enter into any
commitment, undertakings, or Agreements purpoting to obligate such other party in any way,
or to amend, modify or vary anyexisting agreements to which such other Party. Each Party
will be solely responsible for compliance with anyapplicable laws, decrees,regulations or
orders affeting the agents, representatives, advisors, employees or workers of such Party, and
will hold the other Party harmless from any claims whatssoeverarising in connection
therewith.
17. PUBLICITY
Service provider without the express written consent ofWipro may not divulge the terms of
the Agreement or make any public statementabout the specifics of the Services performed
hereunder.
The partyaffected bysuch Force Majeure condition shall forthwith notify the other
party/parties, of the nature and extent thereof, in writing, within fourteen (14) ays after the
occurrence of such force Majeure condition and shall,to the extent reasonable and lawful
under the circumstances, use bestefforts to remove orremedysuch cause with all reasonable
dispatch.
If the Force Majeure condition in quetions prevails for a continuous period of one (1) month,
the parties affected by such condition shall enter into bona fide discussion with a view to
alleviating its effect on this agreement by agreeing to such alternative agreement as may be
fair and reasonable such as business continuity plan. This clause shall not excuse Service
Provider from implementing any disaster recovery plan or usiness continuity plan that has
been agreed between the Parties.
.1 All disputes arising out of or in connection with the Agreement shall be attempted to be
settled through good-faith negotiation between senior management of both Parties,
followed if necessary (and only if agreed by the Parties) by professionally-assited
mediation. Any mediator so designated must be acceptableto each Party. The
mediations will be conducted as specified by the mediator and agreed upon by the
Partes. The Parties agree to discuss their differences in good faith and to attempt, with
the assistence of the diator, to reach an amicable resolution of the dispute. The medition
will be treated as a settlement discussion and therefor will be confidential and may not
be used in a later evidentiary proceeding. The mediator may not testify foreither Party
in any later proceeding relating to the dispute. No recording or transcript shall be made
of the mediation proceedings. Each Party will bear its own costs in the mediation. The
feel and expenses of the mediator will be shared equally y the Parties. In the event that
negitiationor mediation does not result in a resolution of the dispute, the Parties shall
proceed to binding arbitration as set fort below.
.2 All disputes arising out of or in connetion with the present agreement shall be finally
settled under the Arbitration and Conciliation (Amendment) Act,2015,by a single
arbitrator appointed in accordance with the said rules.
1.19.3 The place of arbitration will be India. The language of thearbitration shall be English.
If permitted by the applicable rules, limited discovery will bepermittedin connection
with the arbitration upon agreement of theParties or upon a showing of substantial
need by the Partyseekingdiscovery. The arbitrafpr’s decison shall follow the plain and
natural meaning of the relevant document and shall be final and binding. The
arbitrator will haveto award (i) damages inconsistent with the Agreement or (ii)
punitive damages or any other damages not measures by the prevailing Party’s actual
direct damages, and the Parties expressly waive their right to obtain such damages in
arbitration or in any other forum. All aspects of the arbitration will be confidential.
Neither the Parties nor the arbitrator may disclose the exitence, content or result ofthe
arbitration,exceptasnecessary to comply with legal or regulatory requirements. Each
Party will promptly pay its share of all arbitration feesandcoasts and shall be
responsible for its own attormeys fees.
0.1 During the term of the Agreement and for a period of 18 mont thereafter,
Wipro and its agent, auditors (internal and external), regulatorsand other
representatives will have the right to inspect, examine and audit thesystems, books
and records (including supporting documents and in whatever form the books, records
and supporting documentation may be kept, written electronic orother), data, practices
and procedures ofservices Provider, that are used in connection with this Agreement
forthe following purposes:
a. To verify the accuracy of Service Provider’s invoices
b. To verify the integrity of Wipro data and compliance with the anti-corruption,
data privacy, data protection, confidentiality and security requirements of this
Agreement; and
c. To verify the audited party’s compliance with any other provisions of the
Agreement.
Service Provider will cooperate fully with the audits and provide such assitance as the
auditors reasonably request.
0.2 Following anaudit, Wipro may provide Service Provider a written report
summarizing the audit’s findings. Within 30days afterreceiving a report from
Wiprocontaining audit findings, Servis Provider will meet Wiproto jointly develop
and agree upon and action plan to promptly addres and resolve any deficiencies,
concems, and/or recommendations in such audit report.
0.2 In support of Wipro’s audit rights, Service Provider will maintain (i) financial
relating to the Agreement in accordance withapplicable legal requirements, (ii)
records substantiating Service Provider’s invoices, (iii) records pertaining to
Service Provider’s compliance with the compliance with laws, and (iv) such other
operational records pertaining to theAgreement as Service Provider keeps in the
ordinary course of its business. Service Provider will retain such records for the
longerof twoyears after the expiration or termination ofthe Agreement oras
otherwise required byapplicable law. Service Provider will make such records
available to Wipro and its audotors, agents and representatives for examination and
copying upon request at Service Provide’s office or place of bisiness (or ifsuch
records are not available at Service Provider’s office or place of busines,then
atanother location convenient to Wipro.
This Agreement shall be interpreted and construed in accordance with thelaws of India,
without regard to its cnflicts of laws provisions.
Service Provider represnt and warrants to Wipro that ason dateof signing of this
Agreement, it is neither blacklisted/debarred nor under a declaration ofineligibility by
Central/anySate Government or Goverment or Semi-Goverment
Organization/Departement or Institution and PSU’s in India or abroad.
Service Provider further undertakes to duly inform Wipro in the event if it is blacklisted
subsequent to execution of this agreement at any time during the term of the Agreement.
24. GENERAL
This Agreement shall not be amended, altered or modified, or any provision herein
shall not be waived except byan instrument in writing expressly referring to this
Agrement and signed by the duly authorized repsentatives of both the Parties,andno
verbal Agreement or conduct of any nature related to the subject matter hereof to the
relationship between the Parties will be considered valid enfoceable.
The clauses, headings and paragraps contained in this Agreement are for general
reference and gidance and shall not be conclusive as to the meaning or the
interpretation of this Agreement.
This Agreement has been executed in twi (2) counterparts, each of which shall be
deemedan original, and each of which shall constitute one and the same instrument.
This Agreement along with the annexures, exhibits contains the entire understanding
betweenthe Parties and hereby supersedes any written and oral communication
betweet the parties prior to signingof this Agreement. This Agrement will prevail over
any online terms, click-wrap or shrink-wrap agreement signed subsequentlyor priorto
this Agreement. In the event of any conflict between the provisions of this Agremeent
or any other annexures, appendices or document attached to this Agreement,the terms
of this Agreement shall take precedence, unless the Parties have expressly agreed in
writing to make such deviation in such subsequent document.
Wipro:
Attention: General Counsel, Legal Departement,
Email: generalcounsel.office@wipro.com
Wipro Limited,
Doddakkanelli, Sarjapur Road,
Bangalore-560035
India
Service Provider
This Service Agreement shallinure to the benefit and be binding upon the respective
successors and permitted assigns of Wipro.
IN WITNESS WHEREOF the parties hereto have hereunto set thier respective
hands and seals at agreement on the day and years hereinabove written.
Signature : Signature :
1.Signature : 1.Signature :
2.Signature : 2.Signature :
Nama : :
ANNEXURES Nama :DYAH AMBARINI
Service Provinder’s adherence to the code of conduct is mandatory and other annexures
to beaddress :
decided by Procurement Manager. address :SALES
MANAGER