Board Resolution Format Pakistan

This document template serves as a comprehensive, institutional-grade Service Agreement designed for use by corporate entities within the Islamic Republic of Pakistan, which would typically be authorized by a formal Board Resolution. While the prompt asks for a "board resolution format," the extensive list of required operative clauses indicates a need for a robust contractual agreement template, which, in practice, necessitates prior board authorization for a company's legal execution. This template therefore integrates elements reflecting such corporate governance, particularly in its recitals and guidance.

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SERVICE AGREEMENT

DOCUMENT ID: [COMPANY ACRONYM]-[SA]-[YYYY]-[NNN] EFFECTIVE DATE: [Effective Date] VERSION: 1.0 GOVERNING JURISDICTION: Islamic Republic of Pakistan

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STATUTORY & LEGAL COMPLIANCE NOTICE:

IMPORTANT LEGAL DISCLAIMER: This document is an institutional-grade template for a Service Agreement, drafted to be comprehensive and generally enforceable under the laws of the Islamic Republic of Pakistan, specifically the Contract Act, 1872, the Companies Act, 2017, and other relevant statutes and regulations. It is critical to understand that this template is a starting point and not a substitute for bespoke legal advice tailored to the specific facts, circumstances, and commercial objectives of the parties involved.

For any company (private limited, public limited, etc.) registered under the Companies Act, 2017, entering into an agreement of this nature, especially one involving significant financial commitments, new services, or intellectual property, it is generally mandatory to obtain a formal Board Resolution from its Board of Directors authorizing the execution of this Agreement by its designated signatories. This ensures proper corporate governance, compliance with fiduciary duties, and the legal enforceability of the agreement against the company. Failure to obtain such authorization may render the agreement ultra vires or unenforceable against the company.

The enforceability of specific clauses, interpretation, and suitability for any given transaction may vary based on evolving statutory provisions, judicial precedents, and regulatory directives within Pakistan. Parties are strongly advised to seek independent legal counsel before finalizing, executing, or relying upon this Agreement. This template does not constitute legal advice.

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PARTIES & RECITALS:

This Service Agreement (hereinafter referred to as the "Agreement") is made and entered into on this [Day] day of [Month], [Year] (the "Effective Date")

BETWEEN:

1. [Company Full Legal Name], a company duly incorporated and validly existing under the laws of the Islamic Republic of Pakistan, having its principal place of business at [Company Principal Address] (hereinafter referred to as the "Company").

AND

2. [Client Full Legal Name], a [State type of entity, e.g., company, sole proprietorship, individual] duly [incorporated/registered/resident] under the laws of [Jurisdiction of Client], having its principal place of business/residence at [Client Principal Address] (hereinafter referred to as the "Client").

(The Company and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties").

WHEREAS:

A. The Company possesses expertise and capacity in providing [Specify nature of Company's business/services, e.g., software development, consulting, marketing, legal services] services. B. The Client desires to engage the Company to provide certain services as more fully described herein. C. The Board of Directors of the Company, at a duly convened meeting held on [Date of Board Meeting], passed a resolution authorizing the Company to enter into this Agreement and appointed [Name of Authorized Signatory] to execute this Agreement on behalf of the Company. D. The Parties, desiring to define their respective rights, duties, and obligations with respect to the provision and receipt of such services, have agreed to enter into this Agreement.

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OPERATIVE CLAUSES & LEGAL TERMS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES / ENGAGEMENT

1.1. Engagement. The Client hereby engages the Company, and the Company hereby accepts such engagement, to perform the services (hereinafter referred to as the "Services") as detailed in Schedule A (Scope of Services and Deliverables) attached hereto and incorporated by reference. Any changes or additions to the Services shall be agreed upon in writing by both Parties through a formal amendment to this Agreement or a mutually executed Change Order.

1.2. Performance Standards. The Company shall perform the Services in a professional and workmanlike manner, utilizing personnel of suitable skill, experience, and qualifications, and in accordance with generally accepted industry standards and practices. The Company shall dedicate sufficient resources and personnel to timely and efficiently complete the Services.

1.3. Client Cooperation. The Client agrees to provide the Company with timely access to all necessary information, data, facilities, and personnel of the Client as reasonably required by the Company for the efficient performance of the Services. Any delays in the Services caused by the Client's failure to provide such cooperation shall extend the timelines for the Company's performance commensurately.

2. COMPENSATION & PAYMENT TERMS

2.1. Fees. In consideration for the due and proper performance of the Services, the Client shall pay the Company fees (hereinafter referred to as the "Fees") as specified in Schedule B (Compensation and Payment Schedule) attached hereto and incorporated by reference. The total estimated aggregate amount payable under this Agreement is [Amount in PKR/USD, e.g., PKR 1,000,000/- (Pakistani Rupees One Million Only)].

2.2. Invoicing and Payment Schedule. a. The Company shall submit invoices to the Client in accordance with the invoicing schedule set forth in Schedule B or, in its absence, on a monthly basis. Each invoice shall provide a detailed breakdown of the Services performed, hours expended (if applicable), and any reimbursable expenses. b. The Client shall pay all undisputed invoices within [Number, e.g., thirty (30)] calendar days of the invoice date. All payments shall be made in [Currency, e.g., Pakistani Rupees (PKR)] via [Method of Payment, e.g., bank transfer] to the bank account designated by the Company.

2.3. Late Payments. If any undisputed payment due to the Company is not received by the due date, the Client shall pay interest on the overdue amount at the rate of [Percentage, e.g., one point five percent (1.5%)] per month, compounded monthly, from the date such payment was due until the date of actual payment. Such interest shall be in addition to, and not in lieu of, any other rights or remedies available to the Company under this Agreement or at law.

2.4. Milestone Payments. If the Services involve specific milestones, payments shall be tied to the successful completion and acceptance of each milestone as defined in Schedule B. Acceptance shall not be unreasonably withheld or delayed by the Client.

2.5. Taxes. All Fees are exclusive of any applicable federal, provincial, or local taxes (including but not limited to Sales Tax, Income Tax, Withholding Tax, and/or Service Tax) imposed by the Government of Pakistan or any of its subdivisions. Where applicable, such taxes shall be added to the invoice and borne by the Client. The Client shall be responsible for withholding and remitting any applicable withholding taxes as required by Pakistani law, providing the Company with official proof of such remittance.

2.6. Expenses. Unless otherwise specified in Schedule B, the Client shall reimburse the Company for all reasonable and pre-approved out-of-pocket expenses incurred by the Company in the performance of the Services, provided such expenses are supported by original receipts or other satisfactory evidence. Such expenses include, but are not limited to, travel, accommodation, printing, and communication costs.

3. TERM & TERMINATION

3.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Duration, e.g., one (1) year], unless earlier terminated in accordance with the provisions of this Clause 3 (the "Term"). This Agreement may be renewed for successive periods upon mutual written agreement of the Parties.

3.2. Termination for Convenience. Either Party may terminate this Agreement for convenience by providing [Number, e.g., sixty (60)] calendar days' prior written notice to the other Party. In the event of termination for convenience by the Client, the Client shall be liable to pay the Company for all Services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments made by the Company in reliance on this Agreement, and a termination fee of [Specify amount or percentage of remaining contract value, e.g., 10% of the remaining project value, or three (3) months' average fees].

3.3. Termination for Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party: a. Commits a material breach of any of its obligations under this Agreement and fails to cure such breach within [Number, e.g., thirty (30)] calendar days after receiving written notice specifying the breach (the "Cure Period"); or b. Becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or liquidator appointed for a substantial part of its assets.

3.4. Effect of Termination. Upon any termination of this Agreement: a. The Client shall immediately pay to the Company all outstanding Fees and expenses for Services performed up to the effective date of termination. b. The Company shall cease all work on the Services and, at the Client's expense, deliver to the Client all completed and partially completed work products, documentation, and materials related to the Services. c. Each Party shall return to the other Party all Confidential Information and proprietary materials belonging to the other Party, or destroy such information upon written request, except for archival copies as required by law or internal compliance policies. d. Clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Representations & Warranties), 7 (Limitation of Liability & Indemnification), 8 (Dispute Resolution), 9 (Governing Law & Jurisdiction), and 10 (Miscellaneous) shall survive the termination or expiration of this Agreement.

4. INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1. Company Pre-existing Intellectual Property. All Intellectual Property Rights (as defined below) owned by the Company prior to the Effective Date or developed independently by the Company without reference to the Services or Client's Confidential Information (hereinafter referred to as "Company Pre-existing IP") shall remain the sole and exclusive property of the Company. The Company grants the Client a non-exclusive, non-transferable, royalty-free license to use the Company Pre-existing IP solely to the extent necessary for the Client's internal use of the Deliverables (as defined in Schedule A).

4.2. Client IP. All Intellectual Property Rights owned by the Client prior to the Effective Date or provided by the Client to the Company for the purpose of performing the Services (hereinafter referred to as "Client IP") shall remain the sole and exclusive property of the Client. The Company is granted a limited, non-exclusive, non-transferable, royalty-free license to use the Client IP solely for the purpose of performing the Services under this Agreement.

4.3. Work Made for Hire & Ownership of Deliverables. a. All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and other proprietary rights, in and to all works, inventions, discoveries, developments, methods, processes, algorithms, software, reports, specifications, data, documentation, and other materials (collectively, "Deliverables") created, conceived, developed, or reduced to practice by the Company, its employees, or agents specifically for the Client in the course of performing the Services under this Agreement shall be considered "works made for hire" to the maximum extent permitted by the copyright laws of the Islamic Republic of Pakistan. b. To the extent that any Deliverables may not, by operation of law, be a "work made for hire," the Company hereby irrevocably assigns, transfers, and conveys to the Client, or its nominee, without further consideration, all right, title, and interest in and to such Deliverables, including all Intellectual Property Rights therein, worldwide. c. The Company agrees to execute any further documents or instruments reasonably requested by the Client to perfect or register the Client's ownership of the Deliverables and the Intellectual Property Rights therein.

4.4. Definition of Intellectual Property Rights. For the purpose of this Agreement, "Intellectual Property Rights" means any and all common law and statutory rights, whether registered or unregistered, throughout the world in, arising out of, or associated with: (i) patents, patent disclosures, and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs and mask works); (iv) trade secrets, know-how, and other confidential information; (v) design rights; and (vi) all other similar proprietary rights.

5. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1. Definition of Confidential Information. "Confidential Information" means any and all non-public information, whether commercial, financial, technical, operational, or otherwise, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether in oral, written, electronic, or any other form, including but not limited to trade secrets, proprietary information, business plans, strategies, customer lists, pricing data, software code, algorithms, research, development, designs, drawings, specifications, and know-how. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is received by the Receiving Party from a third party without breach of any confidentiality obligation.

5.2. Obligation of Confidentiality. The Receiving Party shall: a. Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; b. Keep the Disclosing Party's Confidential Information strictly confidential and exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own proprietary information of a similar nature, but in no event less than reasonable care; c. Not disclose, publish, or disseminate the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, contractors, or subcontractors who have a "need to know" such information for the purpose of this Agreement and who are bound by confidentiality obligations at least as stringent as those contained herein.

5.3. Compelled Disclosure. If the Receiving Party is required by law, court order, or governmental or regulatory authority to disclose any Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party in its efforts to obtain such a remedy and shall only disclose that portion of the Confidential Information that it is legally compelled to disclose.

5.4. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or certify in writing that such Confidential Information has been destroyed, except for archival copies retained for compliance with legal or internal retention policies.

6. REPRESENTATIONS & WARRANTIES

6.1. Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation/establishment. b. It has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. c. The execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or violate any other agreement to which it is a party or any law, rule, or regulation applicable to it. d. This Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

6.2. Company Representations and Warranties. The Company further represents and warrants that: a. It will perform the Services in a professional and workmanlike manner, conforming to generally accepted industry standards. b. The Services will be performed by qualified personnel possessing the necessary skills, experience, and expertise. c. The Deliverables will be free from material defects and will conform to the specifications set forth in Schedule A. d. To the best of its knowledge, the Deliverables will not infringe upon or misappropriate any Intellectual Property Rights of any third party.

6.3. Client Representations and Warranties. The Client further represents and warrants that: a. It owns or has the necessary licenses, rights, consents, and permissions to use any Client IP, data, or materials provided to the Company for the performance of the Services, and that the Company's use of such Client IP, data, or materials will not infringe upon or misappropriate any Intellectual Property Rights of any third party. b. It will provide timely access to necessary information, personnel, and resources as reasonably required by the Company for the performance of the Services.

6.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. Limitation of Liability. a. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. c. The limitations of liability set forth in this Clause 7.1 shall not apply to: (i) liability for death or personal injury caused by negligence; (ii) liability for fraud or fraudulent misrepresentation; (iii) a Party's breach of its confidentiality obligations under Clause 5; (iv) a Party's indemnification obligations under Clause 7.2; or (v) damages that cannot be excluded or limited by applicable law.

7.2. Indemnification. a. Company Indemnification. The Company shall indemnify, defend, and hold harmless the Client, its affiliates, directors, officers, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any third-party claim, suit, or proceeding alleging that: (i) the Services or Deliverables, as provided by the Company and used in accordance with this Agreement, infringe upon or misappropriate any Intellectual Property Right of a third party; or (ii) the Company's negligence or willful misconduct in the performance of the Services. b. Client Indemnification. The Client shall indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any third-party claim, suit, or proceeding alleging that: (i) the Client IP or materials provided by the Client to the Company infringe upon or misappropriate any Intellectual Property Right of a third party; or (ii) the Client's negligence, willful misconduct, or breach of any of its representations or warranties under this Agreement. c. Indemnification Procedure. The indemnifying Party's obligations are conditioned upon the indemnified Party: (i) providing prompt written notice of the claim; (ii) granting sole control of the defense and settlement of the claim to the indemnifying Party (provided that the indemnifying Party shall not settle any claim in a manner that admits fault or imposes any obligation on the indemnified Party without its prior written consent); and (iii) providing reasonable cooperation, at the indemnifying Party's expense, in the defense and settlement of the claim.

8. DISPUTE RESOLUTION & ARBITRATION

8.1. Amicable Resolution. The Parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination (a "Dispute"), through good faith negotiations between senior management representatives of both Parties. Such negotiations shall commence promptly after one Party notifies the other in writing of the existence of a Dispute.

8.2. Arbitration. If the Parties are unable to resolve a Dispute amicably within [Number, e.g., thirty (30)] calendar days of the initial notification, either Party may submit the Dispute to binding arbitration in accordance with the provisions of the Arbitration Act, 1940 (or any subsequent enactment or amendment thereto) of the Islamic Republic of Pakistan. a. Seat of Arbitration. The seat and venue of the arbitration shall be [City, e.g., Lahore or Karachi], Pakistan. b. Language. The language of the arbitration shall be English. c. Arbitrator(s). The arbitration shall be conducted by a sole arbitrator. If the Parties fail to agree upon a sole arbitrator within [Number, e.g., fifteen (15)] days of the request for arbitration, the arbitrator shall be appointed by the [Specify appointing authority, e.g., Chairman of the Pakistan National Committee of the International Chamber of Commerce (ICC) or the Chief Justice of the Lahore High Court/Sindh High Court] upon application by either Party. d. Award. The arbitral award shall be final and binding upon the Parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. e. Confidentiality of Arbitration. The existence, content, and results of any arbitration hereunder shall be kept confidential by both Parties and the arbitrator(s), except as may be required by law or for the purpose of enforcing the arbitral award.

8.3. Interim Relief. Notwithstanding the foregoing, either Party may seek interim injunctive relief from a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or to prevent irreparable harm, pending the outcome of the arbitration.

9. GOVERNING LAW & JURISDICTION

9.1. Governing Law. This Agreement and any Dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict of law principles.

9.2. Jurisdiction. Subject to Clause 8 (Dispute Resolution & Arbitration), the courts of [City, e.g., Lahore or Karachi], Pakistan, shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with this Agreement. The Parties irrevocably submit to the exclusive jurisdiction of such courts.

10. MISCELLANEOUS

10.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect. The Parties agree to negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the invalid provision.

10.2. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures (e.g., PDF) shall be deemed original for all purposes and legally binding.

10.3. Entire Agreement. This Agreement, including all attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.4. Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.

10.5. Waiver. No waiver by either Party of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision, nor shall it affect the validity or enforceability of any provision of this Agreement.

10.6. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at their respective addresses set forth above (or to such other address that may be designated by the receiving Party from time to time in accordance with this Clause). All notices shall be deemed to have been given when: (a) delivered by hand (with written confirmation of receipt); (b) sent by nationally recognized overnight courier (with confirmation of receipt); (c) sent by facsimile (with confirmation of transmission); or (d) sent by email (with confirmation of receipt, provided no automated error message is received).

10.7. Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations of the assignor hereunder.

10.8. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or employer-employee relationship between the Parties. Neither Party shall have any authority to bind the other Party or to create any obligation on the other Party's behalf.

10.9. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by an event of Force Majeure, provided that such Party gives prompt written notice to the other Party of the nature and expected duration of the Force Majeure event. "Force Majeure" means acts of God, war, hostilities, riot, civil commotion, earthquake, flood, fire, epidemic, pandemic, or other natural calamity, governmental action or restriction, or any other event beyond the reasonable control of the affected Party. The Party affected by Force Majeure shall use reasonable efforts to mitigate the effects of the event. If the Force Majeure event continues for a period exceeding [Number, e.g., ninety (90)] days, either Party may terminate this Agreement immediately upon written notice.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role, e.g., Chief Executive Officer / Director] Company: [Company Full Legal Name] Date: [Date]

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FOR [CLIENT FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role, e.g., Chief Executive Officer / Director / Owner] Date: [Date]

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SCHEDULE A: SCOPE OF SERVICES AND DELIVERABLES

This Schedule A outlines the specific services to be performed by the Company and the deliverables to be provided to the Client under this Agreement.

1. Detailed Description of Services:

• [Specify each service in detail. E.g., Phase 1: Requirements Gathering, Phase 2: Design and Prototyping, Phase 3: Development, Phase 4: Testing, Phase 5: Deployment, Phase 6: Post-launch Support. Be explicit about what is included and excluded.]
• [Example: Software Development: Develop a custom CRM system according to the attached functional and technical specifications (Appendix A).]
• [Example: Consulting Services: Provide strategic advisory on market entry into X region, including a detailed market analysis report and competitive landscape assessment.]

2. Deliverables:

• [List all tangible and intangible outputs to be delivered. E.g., functional specifications document, wireframes, source code, user manuals, training materials, market analysis report, presentation decks, final audit report.]
• [Specify format, version, and delivery method for each Deliverable.]

3. Timelines and Milestones (if applicable):

• [Outline key project milestones, associated dates, and responsibilities for each.]
• Milestone 1: [Description] - Due by [Date]
• Milestone 2: [Description] - Due by [Date]
• Final Completion: [Date]

4. Acceptance Criteria:

• [Define objective criteria for Client acceptance of Deliverables/Services. E.g., adherence to specifications, bug-free operation (within tolerance), successful completion of user acceptance testing (UAT).]
• [Procedure for acceptance: Client to provide written acceptance or rejection with reasons within [Number] business days of delivery. Deemed acceptance if no response within this period.]

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SCHEDULE B: COMPENSATION AND PAYMENT SCHEDULE

This Schedule B details the financial terms, including fees, payment schedules, and any specific expense reimbursement rules.

1. Fees for Services:

• Option 1: Fixed Fee Project:
  • Total Fixed Fee: [Amount in PKR/USD, e.g., PKR 1,000,000/- (Pakistani Rupees One Million Only)]
• Option 2: Time and Materials (T&M):
  • Hourly/Daily Rate for [Role/Personnel]: [Amount in PKR/USD] per [Hour/Day]
  • Estimated Total Hours/Days: [Number]
  • Estimated Total T&M Fee: [Amount in PKR/USD] (Note: This is an estimate; actual will depend on hours worked.)
• Option 3: Retainer-Based:
  • Monthly Retainer Fee: [Amount in PKR/USD] for [Number] hours of service per month.
  • Overage Rate: [Amount in PKR/USD] per [Hour] for hours exceeding the retainer.
• Option 4: Performance/Milestone-Based:
  • [Clearly define performance metrics or milestones and corresponding payments.]
  • Upon Completion of Milestone 1: [Amount]
  • Upon Acceptance of Deliverable X: [Amount]
  • Upon Final Project Completion: [Amount]

2. Invoicing Schedule:

• [E.g., Monthly in arrears; or per milestone; or 50% upfront, 50% upon completion.]
• Initial Payment (Upfront): [Amount or Percentage, e.g., 25% of Total Fee] upon signing of Agreement.
• Subsequent Payments: As per Milestone Payments (if applicable) or monthly on the [Day] of each month.
• Final Payment: [Amount or Percentage] upon final acceptance of all Services and Deliverables.

3. Payment Due Date:

• All undisputed invoices are due within [Number, e.g., thirty (30)] calendar days of the invoice date.

4. Currency:

• All payments shall be made in [Currency, e.g., Pakistani Rupees (PKR)].

5. Bank Account Details for Payments:

• Bank Name: [Bank Name]
• Account Title: [Account Title of Company]
• Account Number: [Account Number]
• IBAN: [IBAN Number]
• SWIFT/BIC Code: [SWIFT/BIC Code] (if international transfers are expected)

6. Reimbursable Expenses:

• [Specify any limits, categories, or approval processes for expenses.]
• All reasonable and pre-approved travel, accommodation, and out-of-pocket expenses directly related to the Services shall be reimbursed by the Client upon presentation of original receipts.
• Maximum reimbursable expenses not to exceed [Amount] without prior written approval.

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STEP-BY-STEP EXECUTION & FILING GUIDE:

This guide provides instructions for completing, executing, and retaining this Service Agreement template.

1. Template Preparation (Microsoft Word / Google Docs): a. Open the Document: Open the downloaded template in your preferred document editor. b. Review and Customize: Read through the entire document carefully. This template is comprehensive but may require specific customization to align with your exact business needs, specific services, and commercial terms. c. Fill in Bracketed Fields [ ]: * Replace all bracketed placeholders [ ] with the specific information relevant to your agreement. Ensure accuracy and completeness. * Document ID: Create a unique identifier (e.g., XYZ-SA-2024-001). * Effective Date: Insert the date the agreement officially starts. * Company Full Legal Name & Address: Use the exact legal name as per corporate registration. * Client Full Legal Name & Address: Use the exact legal name/identification. * Date of Board Meeting: Crucial for companies; ensure this date reflects when the Board passed the resolution authorizing this agreement. If no such resolution exists yet, do not finalize the document without obtaining one. * Amount in PKR/USD: Be precise with the currency and amount (numerically and in words). * Numbered fields: For [Number], use both the numeral and the word (e.g., "thirty (30)"). * Schedules A & B: These are critical. Populate them with highly detailed information about the services, deliverables, timelines, fees, and payment terms. Lack of detail here is a common cause of disputes. d. Appendices/Exhibits: If Schedule A refers to external documents (e.g., "functional and technical specifications (Appendix A)"), ensure these are prepared, clearly referenced, and physically or electronically attached to the final executed Agreement.

2. Internal Approvals & Signatory Authority Verification: a. Legal Review: Have your internal or external legal counsel review the fully populated draft agreement to ensure it accurately reflects the negotiated terms and complies with all applicable laws (especially Pakistani corporate law regarding contract execution). b. Commercial Review: Ensure the commercial terms (pricing, scope, timelines) are approved by relevant business units. c. Board Resolution (Crucial for Company): * For the Company, a formal Board Resolution must be passed and recorded in the minutes of the Board of Directors' meeting, explicitly authorizing the Company to enter into this specific Service Agreement. * The resolution should identify the Agreement (by title and potentially a draft version), the counterparty, and the authorized signatory(ies) who will execute the Agreement on behalf of the Company. * Verify that the person signing on behalf of the Company has the legal authority granted by this resolution. d. Client Authority: For the Client, verify that the individual signing has the necessary legal authority to bind their entity. This might involve checking their Articles of Association, partnership deed, or equivalent corporate documents. Request proof of authority if necessary.

3. Execution (Signing the Agreement): a. Final Review: Before signing, both Parties should conduct a final review of the complete document, including all filled-in fields and attached schedules/appendices, to ensure no discrepancies or errors. b. Wet-Ink Signatures: If using traditional wet-ink signatures, print two (or more, if desired) identical copies of the entire Agreement. Each Party should sign all copies. c. Digital Signatures (DocuSign/Adobe Sign): If using a qualified electronic signature platform (e.g., DocuSign, Adobe Sign), upload the final PDF version of the Agreement. Ensure the chosen platform meets the legal requirements for electronic signatures under Pakistani law (Electronic Transactions Ordinance, 2002, or relevant provincial laws). * Verify the identity of the signatories as per the platform's procedures. * Ensure all signature blocks are properly assigned to the correct individuals. d. Dating: The "Date" field next to each signature block should be filled in on the actual date of signing by that individual. The "Effective Date" at the beginning of the document typically remains constant, even if signing occurs over a few days.

4. Record Retention & Filing: a. Distribution: Each Party should receive a fully executed original (or a certified true copy in the case of wet-ink) or a digitally signed PDF copy of the Agreement. b. Internal Filing (Company): * File the executed Agreement securely in the Company's contract management system or designated legal department archives. * Ensure the corresponding Board Resolution (or a certified extract from the Board Minutes) authorizing this Agreement is filed alongside the contract. * Retain all related communications, drafts, and supporting documents (e.g., purchase orders, specifications). c. Internal Filing (Client): The Client should also file its executed copy securely with its legal or finance department. d. Retention Period: Retain the Agreement for the full duration of its term, plus any additional period required by applicable laws (e.g., tax laws, corporate record-keeping requirements) or internal policies.

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