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The Exclusive Service Agreement is a critical legal instrument used when a business entity wishes to secure exclusive rights to receive services from a provider, or when a service provider commits to serving only one client within specified parameters. This document is particularly relevant in the Indian business context, where it must comply with the Indian Contract Act, 1872, and other relevant legislation. The agreement typically includes detailed service specifications, exclusivity terms, territorial limitations, performance metrics, and protection mechanisms for both parties. It's commonly used in situations requiring dedicated service provision, such as IT services, consulting arrangements, or specialized technical services. The document should be carefully structured to ensure it doesn't violate Indian competition laws while maintaining its exclusive nature.

1. Parties: Identification and details of the service provider and recipient, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and purpose of entering into an exclusive arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Services', 'Territory', 'Exclusivity Period'

4. Scope of Services: Detailed description of services to be provided, including specific inclusions and exclusions

5. Exclusivity Provisions: Terms of exclusive arrangement, territorial scope, and duration of exclusivity

6. Term and Renewal: Duration of the agreement, conditions for renewal, and notice periods

7. Payment Terms: Fees, payment schedule, invoicing process, and late payment consequences

8. Service Provider Obligations: Detailed responsibilities, performance standards, and compliance requirements

9. Client Obligations: Client's responsibilities, including providing necessary information and access

10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during service provision

11. Confidentiality: Protection of confidential information, duration of obligations, and permitted disclosures

12. Representations and Warranties: Standard and specific warranties from both parties

13. Indemnification: Mutual indemnification obligations and process

14. Limitation of Liability: Caps on liability and excluded losses

15. Termination: Termination rights, process, and consequences

16. Post-Termination Obligations: Continuing obligations and transition responsibilities

17. Governing Law and Jurisdiction: Choice of Indian law and jurisdiction details

18. General Provisions: Standard boilerplate clauses including force majeure, notices, and entire agreement