MSA & SOW · v1.0

Master Services Agreement

Software development & services

This Master Services Agreement (the "MSA") is entered into on [Date] (the "Effective Date") between Digikin Infotech Private Limited, a company having its registered office at 302 Sakat Valley, Chandkheda, Ahmedabad, India ("Digikin" or "Service Provider"), and [Client Legal Name], having its registered office at [Client Address] ("Client"), each a "Party".

Scope & Statements of Work

Digikin shall provide software development, design, consulting and related services (the "Services") to the Client as described in one or more Statements of Work (each a "SOW") executed by the Parties under this MSA. Each SOW shall specify scope, deliverables, timeline, fees, and any specific terms applicable to that engagement. In the event of conflict between an SOW and this MSA, the SOW governs solely as to that engagement.

Fees & Payment

The Client shall pay Digikin the fees set forth in the applicable SOW. Unless otherwise stated: (a) fixed-price projects are billed against milestones, with 30% on commencement and balance against milestones; (b) hourly engagements are billed monthly in arrears against a timesheet; (c) invoices are due within fifteen (15) days of invoice date; (d) overdue amounts accrue interest at 1.5% per month; (e) all fees exclude applicable taxes and third-party costs (hosting, licences, paid APIs).

Intellectual Property

Subject to full payment of the applicable fees, Digikin assigns to the Client all right, title and interest in the deliverables created specifically for the Client under each SOW ("Custom Deliverables"). Digikin retains all right, title and interest in: (i) its pre-existing materials, tools, frameworks and know-how ("Digikin Materials"); and (ii) any general-purpose code, utilities or methodologies not specific to the Client. Digikin grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use Digikin Materials embedded in the Custom Deliverables solely as part of those deliverables.

Confidentiality

Each Party shall keep the other Party's non-public information confidential, use it only for the purposes of this MSA, and protect it with at least reasonable care. The confidentiality obligations survive for three (3) years after termination of this MSA. Where the Parties have executed a separate NDA, that NDA shall continue to apply alongside this clause.

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MSA · continued

Warranties

Each Party warrants that it has the authority to enter into this MSA. Digikin warrants that the Services will be performed in a professional, workmanlike manner consistent with industry standards. As Client's sole remedy for breach of this warranty, Digikin shall re-perform the affected Services at no additional cost, provided the Client notifies Digikin within thirty (30) days of discovery.

Limitation of Liability

Except for indemnification obligations and breaches of confidentiality, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profit, revenue or data. Each Party's total aggregate liability under this MSA shall not exceed the fees paid by the Client under the applicable SOW in the twelve (12) months preceding the claim.

Indemnification

Digikin shall defend, indemnify and hold harmless the Client against third-party claims that the Custom Deliverables infringe any third-party intellectual property right. The Client shall defend, indemnify and hold harmless Digikin against third-party claims arising from the Client's data, materials or use of the Services in violation of law or this MSA.

Term & Termination

This MSA begins on the Effective Date and continues until terminated. Either Party may terminate for convenience on thirty (30) days' written notice. Either Party may terminate for material breach if the other Party fails to cure within fifteen (15) days of written notice. Upon termination, the Client shall pay for all Services rendered through the date of termination, and the Parties shall return or destroy each other's Confidential Information.

Non-Solicitation

During the term and for twelve (12) months after termination, the Client shall not solicit for employment, directly or indirectly, any Digikin personnel involved in delivery, without prior written consent of Digikin. This clause does not restrict general public hiring not directed at Digikin personnel.

10.

Governing Law & Dispute Resolution

This MSA shall be governed by the laws of India. Any dispute shall be referred to mediation in good faith for thirty (30) days; failing resolution, disputes shall be subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat.

11.

General

This MSA together with all SOWs constitutes the entire agreement between the Parties regarding its subject matter. It may be amended only in writing signed by both Parties. Neither Party may assign this MSA without the other's prior written consent (not to be unreasonably withheld), except to a successor in connection with a merger or acquisition. Signatures may be exchanged electronically.

IN WITNESS WHEREOF, the Parties have executed this MSA as of the Effective Date written above.

For Digikin Infotech Pvt. Ltd.

Authorised Signatory

Name: Jay Bhavsar

Title: Director

Date: ______________

For Client

Authorised Signatory

Name: ______________

Title: ______________

Date: ______________

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SOW · template

Statement of Work · SOW No. 001

Project: [Project Title]

This Statement of Work ("SOW") is issued under and governed by the Master Services Agreement dated [MSA Date] between Digikin and [Client Legal Name].

Project description

Briefly describe the product, problem or platform being delivered.

Deliverables

List concrete deliverables: e.g. responsive web app, mobile app (iOS & Android), admin dashboard, source code & documentation.

Out of scope

List items explicitly not covered (e.g. content writing, brand identity, paid ad spend, third-party licences).

Timeline

Start date: [DD-MMM-YYYY] · Target launch: [DD-MMM-YYYY] · Duration: [X weeks]

Milestones

M1 Discovery & design — Week 2 · M2 Build alpha — Week 6 · M3 UAT — Week 9 · M4 Launch — Week 10

Fees & payment

Total: ₹[Amount] · Schedule: 30% on commencement · 30% on M2 · 30% on M3 · 10% on launch. Exclusive of GST.

Team

Project Manager, Senior Engineer (lead), 2× Full-stack Developers, 1× QA Engineer.

Client responsibilities

Timely feedback within 3 working days · access to required systems · final content & brand assets.

Acceptance criteria

Each milestone is deemed accepted unless Client provides written objection within 5 working days of delivery.

For Digikin

Authorised Signatory

Name: Jay Bhavsar · Title: Director

For Client

Authorised Signatory

Name: ______ · Title: ______

Disclaimer: This MSA + SOW is a sample template for general business use. It is not legal advice. Please have it reviewed by qualified counsel for your jurisdiction and engagement type before signing.

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