Master Services Agreement

IINDEX

ARTICLE I: DEFINITIONS
ARTICLE II: INTERPRETATION
ARTICLE III: SCOPE OF THE AGREEMENT
ARTICLE IV: PURPOSE OF THE ENGAGEMENT
ARTICLE V: MANNER OF COMMUNICATION
ARTICLE VI: NATURE OF RELATIONSHIP
ARTICLE VII: DUTIES AND OBLIGATIONS
ARTICLE VIII: COMPENSATION AND FEE STRUCTURE
ARTICLE IX: WORKING DAYS AND TIME
ARTICLE X: REPRESENTATION AND WARRANTIES
ARTICLE XI: INDEMNIFICATION
ARTICLE XII: TERM AND TERMINATION
ARTICLE XIII: LIMITATION OF LIABILITY
ARTICLE XIV: INTELLECTUAL PROPERTY RIGHTS
ARTICLE XV: NON - DISCLOSURE OF CONFIDENTIAL INFORMATION
ARTICLE XVI: DISPUTE RESOLUTION
ARTICLE XVII: MISCELLANEOUS

PREAMBLE
This Master Service Agreement (hereinafter referred to as the “MSA/Agreement”) is deemed to be executed on the date on which the last signatory has affixed his signature (“Effective Date”) 
 BETWEEN:
Ottra LTD, having its corporate office located at 124 City Road City Road, London, England, EC1V 2NX, hereinafter referred to as “Ottra” or “Supplier”, (which expression, unless repugnant to the meaning and context, shall include its successors and permitted assigns ) of the FIRST PART;

:AND:

[CUSTOMER NAME AND ADDRESS] having its registered office at [CUSTOMER OFFICE LOCATION] represented by the undersigned having an official email ID as detailed in the signature page, hereinafter referred to as the “Client”, (which expression, unless repugnant to the meaning and context, shall include its successors and permitted assigns ), of the OTHER PART;
“Ottra” and the “Client” are hereinafter individually referred to as a “Party” and collectively as “Parties”. 

WITNESSETH:
WHEREAS Ottra is a well-reputed organization, having a credible track record, engaged in providing a bouquet of services, including, but not limited to, software development and consultancy, for an esteemed group of clientele, worldwide. 

WHEREAS the Client is desirous of obtaining the services of Ottra on the basis of Statement of Work (SOW)/documentation executed between them, from time to time;

WHEREAS Ottra has represented and warranted that it has the necessary expertise, infrastructure, and manpower to provide the Services and the Client has requested Ottra to provide the said services to it.

AND WHEREAS on the basis of the representations and warranties provided by Ottra, the Client has agreed to obtain Ottra’ Services, in accordance with the terms and conditions of this Agreement and the various SOWs/documents executed between them.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN AND WITH THE INTENT TO BE LEGALLY BOUND HEREBY, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE I: DEFINITIONS
The following terms shall, unless the context requires otherwise, have the same meaning as defined herein:
“Agreement” shall mean this Agreement including any amendments made thereto from time to time by the Parties in accordance with the terms of this Agreement.
“Applicable Law” shall mean all applicable laws, statutes, ordinances, rules, regulations, guidelines, policies, and other pronouncements having the force of law. 
“Confidential Information” shall mean and include but shall not be limited to trade secrets, patent applications, copyrights, know-how processes, artistic creations (whether patentable or not), relevant materials such models, sales projections, financial data, customer data, technical data, lawfully recognized inventions, schematics, name and expertise of employees and consultants as well as identities of any other third parties or entities, product development plans, supplier information, forecasts, strategies, information which are confidential, non-public, competitively sensitive, private, and/or proprietary and which are disclosed by one Party to the other in connection with the Services, the NDA, the MSA, the SOW(s) or any other form of information which shall fall within the domain knowledge of the Disclosing Party.
“Consulting Methodology” shall mean and include the ideas, concepts, knowledge base (including, but not limited to, any work product, system technologies, other software, know-how, and intangible knowledge, but not including any Customer Materials or Deliverables as herein defined) created, developed or compiled by Ottra while performing the Services or methodologies, processes, inventions and tools (including computer hardware and software where applicable) that Ottra supplies, together with the methods and techniques that Ottra uses to produce the deliverables under a SOW.
“Data” means and includes but is not limited to any information, brochures, documents, publicity, material, proprietary data and databases, tariff plans & structures, customer-related data, marketing and sales support material of any kind and nature whatsoever that is in tangible or electronic form or medium, all system and process specific information.
“Disclosing Party” denotes the Party who discloses its ‘Confidential Information’ to the Receiving Party as per the terms of this Agreement.
“Deliverables” shall mean and include such Services as specified in the specific SOW and in related documents executed by the Parties.
“Materials” means any object, tangible or intangible, supplied by either Party as detailed in the SOW.
“Non - Disclosure & Non - Circumvention Agreement (“NDA”) is a legally binding contract that establishes a confidential relationship. The Parties signing the NDA agree that sensitive information they may obtain will not be made available to any others.
“Receiving Party” denotes the Party who receives the ‘Confidential Information’ from the Disclosing Party as per the terms of this Agreement.
“Service(s)” means the services to be performed by the Supplier as per the SOW, in accordance with this Agreement, and as per the requirements of the Client as specified from time to time.
“Subcontractor” shall mean and include any individual, corporation, firm, association, unincorporated organization, joint venture, trust, or any other entity engaged to perform the obligations of Ottra specified in this MSA.
“Term” means the duration of this Agreement commencing from the effective date.
“Statement of Work (SOW)” shall mean the Statement of Work to be signed between the Parties specifying the detailed terms and conditions related to the provision of Services by Ottra.


ARTICLE II: INTERPRETATION
This Agreement shall be construed pursuant to the laws of England & Wales.
Any reference to any provision of law or regulation herein is a reference to it as it is in force for the time being, as it may have been, or may from time to time be amended, modified, consolidated, or re-enacted and includes any subordinate legislation for the time being in force made under it.
The headings are inserted for convenience only and shall not affect the construction of this Agreement.
Unless the context requires otherwise, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine, and neuter genders.
The words ‘hereof’, ‘hereunder’, and ‘hereto’ and words of like import, refer to this Agreement as a whole and not to any particular Clause hereof.
Unless otherwise stated references to Clauses, Sub-Clauses, SOW, and Exhibits shall mean and include references to Clauses, Sub-Clauses, SOW, and Exhibits to this Agreement. The Recitals and Exhibits form an integral part of this Agreement.
Each of the representations and warranties shall be construed as a separate representation and warranty, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other term of this Agreement.



ARTICLE III: SCOPE OF THE AGREEMENT
This Agreement defines the terms under which Ottra will undertake Services for the Client as may be agreed between the Parties from time to time. The Services will be reflected in the SOW to be signed between the Parties as and when required.
The Parties agree that the execution of this Agreement does not imply or create any obligation on the Client to engage the services of Ottra nor does it necessitate Ottra to provide any services to the Client, save and except for Services mutually agreed to be rendered by the Parties and reflected in the SOW setting out the terms of the Services. All SOWs shall become part of this Agreement and will be governed by the terms and conditions of this Agreement. 
In the event of a conflict between the terms of this Agreement and a SOW, the terms of this Agreement shall prevail except to the extent that the applicable SOW expressly and specifically denotes an intent to supersede the Agreement on a specific matter.
Each Party may request changes to the SOW. If any of the Party herein requests any such change, the other Party may approve the same and accordingly the fees paid / payable to Ottra may vary with respect to the changes made. The Parties shall, provided that the request of the Party suggesting changes gets accepted by the other Party, negotiate in good faith a reasonable and equitable modification of the SOW and execute a change Order containing such provisions. Ottra shall continue to perform pursuant to the existing SOW, and neither Party shall be bound by any change requested by the other Party until such change has been made and accepted by the Party in writing to whom the request is made, and communicated to the Party making the request. The communication against the Party making the request is complete not when it is dispatched by the accepting Party but when it is received by the Party making the request. 
The Parties hereby agree that this Agreement is not exclusive. The Client acknowledges that Ottra is and remains at liberty to provide services to third parties.
Nothing in this Agreement shall prevent Ottra from disclosing terms of this Agreement, including parties’ identity and the payment terms hereof, if necessary, to any government agency or official that, in the parties’ judgment, has a legitimate need to know.


ARTICLE IV: PURPOSE OF THE ENGAGEMENT
Ottra agrees to perform Services for its Client on a task-by-task basis or as per the requirements subject to the terms and conditions of this Master Service Agreement. 
The Client and Ottra will develop and agree upon one or more SOW (each “SOW”) defining the Services to be provided by Ottra, including a description of any materials and other deliverables to be provided by or to Ottra (“Deliverables”), a description of the Services, a payment schedule (“the Schedule”), and additional terms and conditions, if any, applicable to a particular engagement and such other details as the Parties deem appropriate.
The Client and Ottra also expressly acknowledge that no derogation shall be permitted from the dates of payment as mentioned in the SOW.

ARTICLE V: MANNER OF COMMUNICATION
Each Party shall designate a representative who shall be the principal point of contact between the Parties for all matters relating to a SOW (the “Relationship Manager”). Each SOW shall contain an initial designation of a Relationship Manager for each Party. A Party may designate a new Relationship Manager by written communication to the other Party.
Ottra may send invoices and raise a payment related or any other grievance to the authorised representative of the Client. However, if the authorised representative of the Client is unavailable or even otherwise, Ottra shall be at liberty to communicate/ send invoices to the official email address of the Client. In case the authorised representative of the Client is changed, Ottra must be informed the same either the day the change is made or the subsequent day.
The Client / Supplier shall send notices, requests, and other demands required or permitted, either via post or through electronic communication to the address/email ID mentioned in the Preamble.
The Client may also escalate any Service(s) related grievance and deliberate over any legal aspect with the below-mentioned Personnel from Ottra:


Personnel
Contact Info.
Matthew Drury, Director
Email ID: matt@ottra.io


ARTICLE VI: NATURE OF THE RELATIONSHIP

Ottra and the Client are independent entities, and nothing in this Master Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorised to make any warranties or assume or create any other obligations on behalf of the other.


ARTICLE VII: DUTIES AND OBLIGATIONS
 DUTIES AND OBLIGATIONS OF THE CLIENT

The Client shall provide proper guidance and convey the accurate job specifications to Ottra in order to enable Ottra to perform the services promptly, without any hindrance.
The Client shall cooperate with Ottra in the performance of the Services hereunder and shall provide Ottra with reasonable facilities and timely access to available relevant data, information, and personnel of the Client upon prior intimation.
The Client shall supply in a timely manner, the information, materials, and action necessary to the project including as applicable data, designs, assets, decisions, approval, acceptance criteria, and other information suppliers use in carrying out the services.
In the event, that the Client fails to perform its responsibilities in a timely manner, and such failure causes Ottra to incur additional costs, the Client shall reimburse Ottra for such additional costs, provided they are documented by Ottra and provided further that the Client had an intimation from Ottra that such a failure might cause certain costs to be incurred.
In the event, Ottra agents are dependent upon voice communications, data communications, or computer systems/software provided by the Client (i) directly or (ii) via a Client contracted third party, and the said communications and systems are rendered inoperable, regardless of the cause, Client shall be required to reimburse Ottra at the rate set forth for agent downtime in the applicable SOW.
The Client shall make payments as per the Compensation and Fee Structure detailed under this Agreement in Article VIII and the concerned SOW.

DUTIES AND OBLIGATIONS OF OTTRA
Ottra shall deliver the services in accordance with the SOW signed by the Parties. Ottra is responsible for performing the activities related to the services with the best care, skill, and diligence.
Ottra may assign its obligations under this Agreement to a third party without obtaining the prior written consent of the Client. If the obligations are assigned, Ottra shall be responsible for ensuring that any permitted subcontractors/assignees shall comply with this Agreement along with the SOW.


ARTICLE VIII: COMPENSATION AND FEE STRUCTURE
Each SOW will describe the fees the Client will pay to Ottra for the Services. Ottra will not invoice the Client for Services unless a SOW describing the Services has been executed by both Parties.
In the event that additional services are subsequently included as part of a particular project or the existing specifications are modified, or services otherwise in excess of Services are to be performed by Ottra, the Parties shall agree upon additional or modified fees, which shall be set forth in an agreement in writing as an addendum to the applicable SOW.
Unless otherwise agreed upon in the relevant SOW, the fees payable to Ottra will be exclusive of all taxes and any expenses and costs that Ottra may incur in relation to the provision of the Services. In the event that any SOW states that the fees are exclusive of costs and disbursements, then the Client shall, on invoice/evidence-based requests, reimburse Ottra for reasonable travel, phone, postage, and other business expenses directly incurred in connection with providing such Services up to certain agreed ceiling, if any, in accordance with the terms of the relevant SOW. 
All sums due shall be invoiced and paid as specified in the applicable SOW as per the payment schedule. Ottra shall provide to the Client a separate invoice for each active SOW, which summarizes the Services performed during the invoice period with supporting documentation.
All the payment shall be made within 14 Working Days from raising the invoice.
Ottra accepts payment in either of the following methods:
Direct Bank Payment
Before the client initiates the first payment they must inform Ottra via email of the mode of payment they will be using for payments. If the client wishes to change the mode of payment in the future then the same must be informed to the Supplier before making any such change in payment method. *In the case of PayPal payment Ottra will charge 5% payment handling charges. This payment handling charge is related to PayPal commission and other expenses that Ottra incurs for receiving any payment via PayPal. Unless otherwise agreed by the Parties, payment shall be made in GBP (Great Britain Pound).

ARTICLE IX: WORKING DAYS & TIME
General working hours for employees of Ottra are 9:00 am (GMT) to 5:30 pm (GMT), but this varies depending upon the client’s requirement. 
The office of Ottra is open on all days during the year except:
All Saturdays and Sundays. 
On a national holiday. 
In case based on a specific Client’s requirement an employee works for more than the general working hours mentioned above on any particular day or on Saturdays/ Sundays or works on a national holiday, then special hourly rates will be charged to the Client. The special rate will be detailed in the SOW. 

ARTICLE X: REPRESENTATIONS AND WARRANTIES 
 By both the Parties:- 
Each Party represents and warrants to the other that:
it has the right and power to enter into and fully perform the obligations it has undertaken in this Agreement. 
it is duly organized, validly existing and in good standing as a corporation under the laws of its country of incorporation, as the case may be, has full and adequate power to own its properties and conduct its business as conducted, and is duly licensed or qualified and in good standing in each jurisdiction where performance of Service is contemplated.
no consent, approval or action by, or notice to any other person is required or necessary in connection with the execution, delivery and performance of the Agreement.
it is not under any obligation, contractual or otherwise, to any other entity that might conflict, interfere, or be inconsistent with any of the provisions of the Master Agreement. However, in case during the term of this Agreement, a conflict or risk of conflict of interest arises,it shall immediately notify the other Party in writing of that conflict or risk; and
it shall comply in all material respects with all applicable laws, rules and regulations necessary for it to perform its obligations under this Master Agreement. Parties herein shall adhere to all applicable laws, regulations and rules relating to the export of technical data and shall not export, re-export, or participate in any other transaction in connection with the Services and any other products or Services received or any technical data obtained there from in violation of such applicable laws, regulations and rules.
By Client:-
The Client represents and warrants that any materials, information or other input provided or made accessible to Ottra under this Agreement do not infringe the intellectual property, proprietary, or contractual rights of any third party.
The Client further represents that all documents shall be available as and when required and on a timely basis. 
The Client also confirms and undertakes that it shall not disclose or share any personal data falling within the scope of the General Data Protection Regulation (GDPR) of the United Kingdom (UK) or the European Union (EU) with Ottra.

By Ottra:-
Ottra represents to the Client that Ottra will put in its best efforts to complete the Services within the time prescribed in the relevant SOW (subject to the Client Fulfilling all its obligations). Nothing in this clause shall apply when the completion of Services is delayed on account of a reasonable cause. 
Ottra makes no other representations or warranties, express or implied, to the Client or any other person or entity as to the accuracy, results, timelines, completeness, merchantability or fitness for any particular purpose of the Services, deliverables or any information provided in connection therewith. The Client agrees and acknowledges that no oral or written information or advice given by Ottra or any of its employees or agents shall constitute a representation or a warranty unless such information or advice is incorporated into this Master Service Agreement or in a SOW.
Ottra may experience downtime in cases of force majeure or outages where they do not have direct control over the resolution time, like major fiber cuts, outrages at their Cloud partners, Internet Service Providers or Internet Hackers. Ottra shall not incur any liability for delay in provision of Services due to any such mentioned reasons.
For outages covered by the terms of services outlined in any Statement of Work, OTTRA has the following SLA severity definitions:
Severity One: 
Total loss of service
Complete loss of service to customer services or cloud SaaS services
Critical system(s) or service(s) inoperative.
Severity Two: 
Partial loss of service
Complete loss of service to customer services or cloud SaaS services
Application over-run or application failure with direct consequence on the customer's business, such as a delay in starting systems
Partial failure or unavailability of application system
Database(s) cannot be opened/accessed. 
Severity Three: 
Degraded services
Problem affecting single client system or user access to systems
Slow response from application system
New user onboard / offboard (standard user deployment)
Security access systems reset (MFA / SSO). 
Severity Four: 
No service impact
Any problem or enquiry where no service impact is being incurred and/or no urgent action is required

ARTICLE XI: INDEMNIFICATION
 
Both the Parties shall indemnify, hold harmless and defend, at its own expense, the other Party's directors, officers and employees from and against any and all claims, liabilities, demands, proceedings, damages, losses, costs and expenses, including reasonable attorney fees incurred by the other Party in connection with, or resulting from any acts or omissions or a breach of any contractual obligation or unlawful act or breach of third party rights by such Party or by its representatives, officers, employees, sub-contractors.
The Client shall defend and indemnify Ottra against liability to third parties for any claim arising out of any of the tools, materials or knowledge base supplied which infringes on or breaches any patents, copyrights, trademarks or trade secrets or other proprietary rights of such Third Party.

ARTICLE XII: TERM AND TERMINATION
This Agreement will become effective from the Effective Date and will remain in force until terminated by either Party in accordance with the provisions of this Agreement. This Agreement shall continue to govern the relationship between the Parties irrespective of the initiation of new SOWs, unless terminated by written notice provided by either Party in accordance with this Article XII.
In the event of a gap between the conclusion of the last active SOW and the initiation of a new SOW, the Agreement shall remain in effect, and both Parties shall retain their rights and obligations under this Agreement until such time as written notice of termination is issued by either Party.
The Parties agree and accept that the time is the essence and therefore, the Supplier undertakes to render the Services strictly in accordance with the timelines specified by the Client and the Client agrees to provide all the dependencies/input for delivery of Service in a timely manner. In the event, the Supplier or the Client is unable to render the Services or provide the dependencies or input, within the time period prescribed, it shall duly communicate its inability to the other party. Upon receipt of such communication, the other Party may, based on the circumstances, either extend the time period for the same or terminate the performance under SOW without incurring any liability. In the event the Supplier or the Client proceeds to terminate the Agreement or the SOW, then the Supplier shall return the semi-finished product or semi-finished deliverable to the Client subject to receipt of proportionate payment.
Whereas, termination of this Agreement shall automatically terminate all SOW. However, termination of a SOW shall not constitute termination of this Agreement. This Agreement may survive its termination but only as necessary to allow completion of any particular SOW as may be mutually agreed upon between the Parties in writing and for the limited purpose of regulating the obligations and duties of the Parties with respect to particular SOW’s obligations that extend beyond contract termination.
Upon any termination of this Agreement, Client shall have 15 days in which to make payment to Supplier for any amounts then owing in accordance to the terms herein.
Ottra on its sole discretion can terminate the Agreement upon any disagreement or non-payment (initiation of payment) of the invoice after 30 calendar days of the invoice being due (invoice raised as per this agreement and related SOW’s). 
Termination of this Agreement shall be without prejudice to the obligations of the Parties existing at the time of termination, including but not limited to payment in full fees and other amounts then due, nor shall it prejudice those obligations and limitations which by their nature and meaning survive termination.


ARTICLE XIII: LIMITATION OF LIABILITY
Ottra expressly excludes liability for consequential exemplary, punitive, incidental, indirect or special damages of any nature, loss of profit, business, revenue, goodwill or anticipated savings.
The liability of Ottra and its licensors, if any, and Client’s sole and exclusive remedy for damages for any claim of any kind whatsoever with respect to the Services, Deliverables and information provided pursuant to this Master Service Agreement, and regardless of the legal theory or the performance or non-performance of the Services or delivery or non-delivery of the deliverables, shall not be greater than the fees actually paid by the Client to Ottra in connection with the relevant SOW during the three (3) month period immediately preceding the date upon which such claim accrued, unless otherwise agreed upon in any SOW.
In no event will the Supplier be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, or the music, images, and other components that comprise the Deliverable or work in process.


ARTICLE XIV: INTELLECTUAL PROPERTY RIGHTS
Ottra shall retain all right, title and interest in and to any software, tools, techniques, trade secrets or other intellectual property previously created or owned by Ottra. 
The Client will retain all right, title and interest in any software, tools, techniques, trade secrets or other intellectual property previously created or owned by the Client, supplied to Ottra in connection with the Services to be performed by Ottra hereunder.
In case of termination of this MSA or any relevant SOW, and upon receipt of full and final payment against that MSA or any relevant SOW, Client will become the sole owner of the Intellectual Property Rights related to the deliverables. 
All rights, title and interest in and to the Consulting Methodology shall remain the exclusive property of Ottra. No right, title or interest in the Consulting Methodology shall pass to the Client by operation of law, estoppel or otherwise.
Both Parties agree that Ottra can use the clients basic information on its website and other promotional publication materials under the clients section.
ARTICLE XV: NON - DISCLOSURE OF CONFIDENTIAL INFORMATION
The Receiving Party must not disclose any such Proprietary Information or any information derived therefrom, to any third person other than the Receiving Party’s employees, directors, subsidiary holding companies, associates and consultants (collectively ‘Authorised Persons’) who are required to know such ‘Proprietary Information’ for the purpose of the business of the Parties, provided that the Authorised Persons agree to be bound by the terms of this Agreement, as if they were the Receiving Party themselves. The Receiving Party shall enter into suitable agreements with the Authorised Persons to ensure the implementation of this Agreement and of this clause. 
 The Receiving Party and its authorised persons
must not make any use of such ‘Proprietary Information’ except for the sole limited purpose of achieving the objectives for which all the Parties have entered into the business and commercial transactions.
Must not copy, reverse engineer or derive or attempt to derive the composition or underlying information, structure or ideas of any such ‘Proprietary Information’
The obligation of the Receiving party not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Receiving party, or by the rejection of any agreement between the Disclosing Party and the Receiving party , by a trustee of the Receiving party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing under local law.
The Disclosing Party agrees that the obligations of the Receiving Party shall not apply in respect of any Proprietary Information which
is or becomes generally available to the public through no improper action/inaction on the part of the Receiving Party or any of its affiliates, agents, consultants or employees.
was properly in the Receiving Party’s possession or known by it prior to disclosure by the Disclosing Party.
was disclosed to the Receiving Party on a non-confidential basis by a third party, which the Receiving Party reasonably believes is not prohibited from disclosing such information as a result of an obligation in favor of the Disclosing Party.
is such information which the Receiving Party independently develops without use of or reference to the Disclosing Party’s Information, or was developed by the Recipient before the signing of this Agreement.
The Receiving Party may disclose any Proprietary Information when required by court order, or for compliance with local governing laws provided that the Receiving Party use reasonable efforts to minimize such disclosure and to obtain confidential treatment or a protective order, and shall allow the Disclosing Party to participate in any proceeding that requires the disclosure.
The Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of the Receiving Party’s obligations hereunder and that any such breach or any unauthorised use or release of any Proprietary Information will allow the Receiving Party / third parties to unfairly compete with the Disclosing Party and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatsoever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, reasonable attorney’s fees in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorised use or release of any such Proprietary Information. The Receiving Party shall notify the Disclosing Party in writing or via electronic communication to the address/email id as mentioned in the Preamble of this Agreement immediately upon the occurrence of any such unauthorised release or other breach of which it is aware. However such communication will not absolve the Receiving Party from being liable to damages as stipulated.
The exchange of Confidential Information hereunder shall not prohibit the Disclosing party from providing the same or similar information to other third parties and entering into agreements with other parties. 

ARTICLE XVI: DISPUTE RESOLUTION
In the event there is any difference of opinion, dispute, controversy or claim between the Parties arising out of this Agreement, the Parties shall try to first meet and attempt to amicably resolve the said differences amongst themselves.
If the Parties are unable to amicably resolve the differences, and the dispute still persists, then the same shall be referred to a sole arbitrator mutually appointed by the Parties. The arbitration proceedings shall be conducted in accordance with the rules of the London Court of International Arbitration (LCIA) and the decisions of the arbitrator shall be final and binding on both the Parties. The place/seat of arbitration shall be London (United Kingdom) and the language to be used in the arbitration proceedings shall be English. The costs of arbitration shall be borne by both Parties or as determined by the arbitrator(s).
Subject to the foregoing, the Courts at London, United Kingdom shall have exclusive jurisdiction over any dispute arising hereunder.
Ottra reserves all remedies available at law or in equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the Court renders judgment substantially in Ottra’ favour.
In case of conflict between the NDA, the MSA or the SOW, clauses mentioned in the MSA shall prevail. 


ARTICLE XVII: MISCELLANEOUS
AMENDMENT
No amendment or modification of this Master Service Agreement shall be effective or operational unless it is consented to by both Parties in writing or via email.
On such amendment being given effect to in the manner described hereinabove, such amendment will substitute the provision so being amended, and shall be read in place of the substituted provision, whilst the remaining part of the Master Service Agreement shall continue to be in force eodem modo.
In case of a conflict between the terms of the Amendment and any other term of the MSA, the amended term shall prevail. 
 WAIVER
No waiver of any of the rights will be effective unless assented to in writing by the Party vested with the right to prosecute/act on.
The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
SEVERABILITY

In the event any clause or term of this Agreement is found to be unenforceable or illegal by the court of competent jurisdiction, the remainder of this Agreement shall remain in force and read as if such clause or term did not exist. The Parties shall make best efforts to replace any invalid or unenforceable clauses or terms of this Agreement with clauses or terms which are valid and enforceable, and most nearly reflecting the original intent of the unenforceable clauses and terms.
NON-HIRE & NON-SOLICITATION
Ottra and the Client agree that during the period of this agreement including any extension thereof and for 12 months after the termination of this Agreement, neither Client nor Ottra will directly or indirectly (including via any holding or subsidiary or sister concern), recruit, solicit, discuss employment, hire employ or engage any of the other party's personnel or induce any such individual to leave the employment of the other party.
FORCE MAJEURE
A Party shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any cause beyond such Party's reasonable control, including but not limited to, acts of God, fire, explosion, war, terrorism, insurrection, civil strife, riots and government action which materially affects a Party's ability to perform its obligations under this Agreement. Performance shall be excused only to the extent of and during the reasonable continuance of such disability. Any deadline or time for performance specified in this Agreement which falls due during or subsequent to the occurrence of a Force Majeure occurrence, shall be automatically extended for a period of time equal to the period of such disability. Provided that to be excused from the performance of the obligation, the Party must communicate to the other Party the existence of Force Majeure conditions within 10 days from the date when the Service was supposed to be rendered. Provided further, however, that if a Force Majeure Event continues for more than 2 months, either Party may terminate this Agreement by giving at least 30 days’ notice to the other Party.
ASSIGNMENT
Client shall not assign this Master Agreement or any of its rights or duties under this Agreement without the prior written consent of the other Party; provided however, that either Party may assign its rights and obligations hereunder in the event of a change of control or sale of all or substantially all of its assets related to the Master Agreement, whether by merger, reorganization, operation of law, or otherwise. Subject to the foregoing, this Master Agreement shall be binding upon and shall inure to the benefit of both Parties; their successors, administrators, heirs, and assigns.

SURVIVAL OF OBLIGATIONS
Any term(s) of this Agreement which are either expressed so as to survive (or are capable of surviving) expiry, or termination of this Agreement or from their nature or context it is contemplated that they are to survive expiry or termination, shall remain in full force and effect notwithstanding any expiry or earlier termination of this Agreement.

NO THIRD-PARTY BENEFICIARIES
It is mutually agreed by the Parties hereto that this Master Agreement is intended by them to be solely for the benefit of the Parties hereto and that no third parties may rely on any Deliverables, reports, analyses or other material provided by Ottra, or shall obtain any direct or indirect benefits from the Master Agreement, have any claim or be entitled to any remedy under this Master Agreement, or otherwise in any way be regarded as third-party beneficiaries under this Master Agreement.

THIRD PARTY MATERIALS
The Parties understand that any Work product delivered under this Master Agreement may include or require the use of certain third-party hardware and/or software products. It is acknowledged by Client that Client shall be solely responsible for obtaining licenses to such third-party software, if such software is not already in Client’s possession, including the right to incorporate such software into its systems. Ottra makes no warranties or representations hereunder, express or implied, as to the quality, capabilities, operations, performance or suitability of any third-party hardware or software including the ability to integrate with any software provided to Client by Ottra, and the quality, capabilities, operations, performance and suitability of such third-party hardware or software lies solely with supplier of that hardware or software. 

FURTHER ASSURANCES
Whenever reasonably requested to do so by a Party to this Master Agreement, the other Party shall do, execute and acknowledge and deliver all such acts, assignments, confirmations, consents and any and all such further instruments and documents, in a form reasonably satisfactory to the requesting Party, as shall be reasonably necessary or advisable to carry out the intent of this Master Service Agreement.

 ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement may not be amended or modified in any respect except by written instrument signed by the Parties hereto.The Parties herein are affixing their signatures digitally, and its authenticity and validity has been accepted by both the Parties without any demur.

COUNTERPARTS
This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same Agreement.

INDEPENDENT CONTRACTOR
Ottra is and shall remain an independent contractor and not an employee of the Client. Ottra, and not the client, shall have control over the method, manner and means of Ottra’ performance of the Services, subject to the express provisions of this Agreement.




IN WITNESS WHEREOF, the Parties have executed this Agreement by affixing their signature here below; 



FOR SUPPLIER: FOR CLIENT:






 
________________________ ________________________
Name: Matthew Drury Name:

Title : Director Title: 

Email ID: matt@ottra.io Email ID: 

Date: Date: