Clause 1 : For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below, unless the context otherwise requires: "Agreement" means this Service Provider Agreement, including all Schedules, Annexures, and amendments attached hereto or incorporated herein by reference. "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. "Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in [Insert Jurisdiction] are legally authorized or required to be closed. "Confidential Information" has the meaning ascribed to it in Article 7 of this Agreement. "Deliverables" means any tangible or intangible outputs, work products, reports, documents, software, designs, or materials produced or to be produced by the Service Provider pursuant to the Services under this Agreement. "Effective Date" means the date first written above on which this Agreement becomes effective. "Force Majeure Event" means any event or circumstance beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, civil unrest, terrorism, governmental orders, strikes, or failures of public utilities or infrastructure. "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, inventions, designs, software, databases, and any other proprietary rights or interests, whether registered or unregistered, arising anywhere in the world. "Milestone" means each significant stage or phase of the Services for which a specific Deliverable and/or payment is due, as set out in Schedule A. "Payment Schedule" means the schedule of fees, payment installments, and due dates as specified in Article 4 and Schedule B of this Agreement. "Services" means the services to be performed by the Service Provider for the Client as described in detail in Article 2 and Schedule A of this Agreement. "Term" means the duration of this Agreement as specified in Article 3. "Work Product" means all Deliverables, inventions, developments, improvements, discoveries, and any other work product created, conceived, or developed by the Service Provider (solely or jointly) in the performance of the Services.