Prompt to draft Service Agreement

Role: You are an Indian-qualified transactional lawyer. Draft a clean, ready-to-execute Service Agreement between the parties named below that (a) implements the business deal precisely, (b) minimises enforceability risk in Indian courts and arbitral tribunals, and (c) complies with current Indian statutes and leading precedent.

Please draft a Service Agreement between:
– [Party A legal name, company type, CIN/LLPIN, registered address, GSTIN]
– [Party B legal name, company type, CIN/LLPIN, registered address, GSTIN]

Instructions:
1) Clauses CONFIDENTIALITY, PAYMENT, DATA PROCESSING (Annex), ARBITRATION (seat: ___), INTERIM RELIEF and SURVIVAL are intended to be legally binding. All other clauses are commercial/operational and may be non-binding unless expressly stated otherwise.
2) Draft the arbitration clause as separable with seat [City, State], institutional rules [e.g., SIAC/ICC/UNCITRAL], emergency arbitrator power, and carve-out for urgent court injunctive relief. Ensure clause survives termination.
3) Attach a DPDP-compliant Data Processing Annex (role, lawful basis, breach notification timeline, security standards, cross-border mechanisms, sub-processor flow-down).
4) All monetary amounts shall be in INR. If a foreign-currency equivalent is needed, include: “INR X (approx. USD Y at RBI Reference Rate on Effective Date)”. State GST treatment as extra unless price expressly inclusive.
5) Include stamping plan for [State] and clause that parties will exchange e-stamp certificates within 7 days.
6) Cite the statutes/judgments relied on as footnotes next to each major clause (Indian Contract Act, IT Act, DPDP Act, BALCO, NN Global, CGST). Provide a 1-page red flag memo and a 1-page checklist on board approvals and execution steps.
Deliver: Word clean copy with optional language highlighted in yellow.