This is a Service Level Agreement (“SLA”) between the SquareNet IT Solutions Pvt. Ltd. will deliver and Customer will receive any or all of the Services provided by SquareNet:
This Agreement is valid from 01/06/2017. Review is in every 3 years, or as otherwise needed.
This Agreement ("Agreement") states the terms and conditions by which SquareNet will deliver and Customer will receive any or all of the Services provided by SquareNet, including facilities, equipment, bandwidth, managed services and professional services. The specific Services and/or products to be provided hereunder are identified in the order Form(s) applicable to this Agreement. SquareNet will provide the customer the Services and/or products as described in the order form. SquareNet clearly documents services provided.
This Agreement is intended to cover any or all Services ordered by Customer and provided by SquareNet. In the event that any terms set forth herein apply specifically to a Service not ordered by Customer, Customer can send written notice of the disputed Service in writing to SquareNet and such terms shall not apply to Customer until disputed service is agreed by both the parties. Failure to give a written notice within thirty (30) days will automatically imply that Customer is agreed upon the price and Service provided by SquareNet or shall permit Customer to immediately discontinue the use of the disputed Service without further liability.
2.2 Term.
(a) Term Commencement.
The term for each Service will commence on the Service Commencement Date, as indicated in the invoice raised to the customer, when SquareNet beings providing these Services.
(b) Renewal Term (s).
Upon expiration of Initial Term the contract would be renewed for another term equivalent to the initial term as indicated on the Order Form.
3.1 Fees and Expenses.
Customer will pay all fees due according to the prices and terms listed in the Annex "B" / order Form. The prices listed will remain in effect during the Initial Term indicated in the order form and will continue thereafter, unless agreed by both the parties. Customer also agrees to reimburse SquareNet for the reasonable amount of actual out-of-pocket reasonable expenses incurred in providing Professional Services to Customer; provided such out-of-pocket expenses are approved in writing in advance by Customer.
3.2 Payment Terms.
On the Service Commencement Date for each Service or as per the payment terms mentioned in Annex "B", if applicable, Customer will be billed an amount equal to all non-recurring charges indicated in the Annex "B" and the monthly recurring charges for the first month of the term. Monthly recurring charges for all other months will be billed in advance of the provision of Services. All other charges for Services received and expenses incurred for Professional Services during a month (e.g., excess bandwidth usage fees, travel expenses) will be billed at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each SquareNet invoice. All payments will be made in US Dollars/INR.
3.3 Taxes.
All fees charged by SquareNet for Services are exclusive of all sales and use taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on SquareNet income, property or employees.
1.2 Service Level Performance
Service levels identified during technical or functional requirements gathering, as part of SquareNet’ Design Review Board (DRB). Service levels are mentioned below
1.2.1 General Service Levels
1. Nondisclosure of Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party, concerning the other party's business, plans, customers, technology, and products, and other information held in confidence by the other party. Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. All Customer Data, including data residing on backup media, shall constitute Confidential Information of Customer. Confidential Information will also include, but not be limited to, SquareNet Technology, Customer Technology, and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information.
Exceptions.
Information will not be considered Confidential Information hereunder, if such information:
(i) is known to the receiving party prior to the receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or
(iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
Except for the rights expressly granted herein and the assignment expressly made in paragraph 4.4(a), this Agreement does not transfer from GIP to Customer any SquareNet, and all right, title and interest in and to SquareNet will remain solely with SquareNet. Except for the rights expressly granted herein, this Agreement does not transfer from Customer to SquareNet any Customer Technology, and all rights, title and interests in and to Customer Technology will remain solely with Customer. SquareNet and Customer each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party.
Notwithstanding anything to the contrary in this Agreement, neither party will be prohibited or enjoined at any time by the other party from utilizing any skills or knowledge of a general nature acquired during the course of providing or receiving the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of GIP.
SquareNet hereby grants to Customer a nonexclusive, royalty-free license, during the term of this Agreement, to use the SquareNet solely for purposes of using the Service(s). Customer shall have no right to use the SquareNet for any purpose other than using the Service(s).
Customer agrees that if, in the course of performing the Service(s), it is necessary for SquareNet to access Customer Equipment Customer Data and use Customer Technology, SquareNet is hereby granted and shall have a nonexclusive, royalty-free license, during the term of this Agreement, to use the Customer Technology solely for the purposes of delivering the Service(s) to Customer. SquareNet shall have no right to use the Customer Technology or Customer Data for any purpose other than providing the Service(s).
Effective at the time SquareNet receives full and final payment for the Professional Service, SquareNet assigns to Customer all right, title and interest, including all intellectual property rights, in the Work, provided. However, that such assignment does not include the SquareNet.
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Infrastructure Management
Commencing at the time SquareNet receives full and final payment for the Work, SquareNet grants to Customer a non-exclusive, non-transferable, royalty free, perpetual license to use the SquareNet incorporated into the Work solely in connection with the use of the Work as a whole. To the extent that Customer or its employees or contractors participate in the creation or development of SquareNet, Customer, on behalf of itself and its employees and contractors, hereby assigns to SquareNet all right, title and interest, including all intellectual property rights in, the SquareNet but shall retain a perpetual royalty-free license to use and allow others to use the same solely for Customer's ongoing operations.
