Article Takedown MSA Agreement

ARTICLE TAKEDOWN MSA AGREEMENT

This Master Services Agreement for Article Takedown Services (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at Client Address: and Service Provider Name: , with principal place of business at Service Provider Address: .

Recitals

WHEREAS, Client operates or controls online content and desires a vendor to provide takedown request processing, monitoring, and associated remediation services for identified articles and materially similar content; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to receive, evaluate, and process takedown requests and to communicate with hosting providers, platforms, and third parties on behalf of Client in accordance with applicable law and the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide article takedown services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

1.1 "Takedown Request" means a written or electronic request submitted by Client or on Client's behalf seeking removal, de-indexing, or other remedial action with respect to an identified article or content item, including supporting documentation and legal basis for removal.

1.2 "Deliverables" means the reports, correspondence, and other materials delivered to Client in connection with the Services, including evidence of submitted takedown requests and communications with third parties.

2. Services; Scope

2.1 Services. Service Provider will provide takedown services substantially in the form and scope described in the Scope of Services field below. Service Provider shall use commercially reasonable efforts to submit Takedown Requests, follow up with hosting providers and platforms, and provide Deliverables to Client.

2.2 Service Levels. Service Provider will acknowledge receipt of a Takedown Request within Response Time: and will make commercially reasonable efforts to close requests in accordance with the procedures described in the Scope of Services.

3. Client Obligations

3.1 Cooperation. Client will provide Service Provider with all information, evidence, and authorizations reasonably requested by Service Provider to submit Takedown Requests, including documentation supporting legal grounds for removal and any necessary account credentials to the extent agreed in writing.

3.2 Representations. Client represents and warrants that it has the right to request removal or remediation of the content specified in each Takedown Request and that Client's requests are truthful and not made for improper purposes.

4. Fees and Payment

4.1 Payment Terms. All undisputed invoices are due within Payment Terms: days of the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. Confidentiality

5.1 Confidential Information. Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical and financial information, including the content of takedown requests and the identity of affected parties.

5.2 Non-Disclosure. The receiving party will not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement. Confidential Information will not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without confidentiality obligations, or (c) independently developed without use of the disclosing party's Confidential Information.

6. Indemnification

6.1 By Service Provider. Service Provider shall indemnify, defend, and hold harmless Client from and against third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Services, provided Client gives prompt written notice and reasonable cooperation.

6.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's representations in relation to the Takedown Requests, including claims of misrepresentation or improper or unlawful takedown demands.

7. Limitation of Liability

Except for liabilities arising from a party's gross negligence, willful misconduct, or indemnification obligations under Section 6, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits. The aggregate liability of Service Provider for any claim arising out of this Agreement shall not exceed the Fee Cap Amount: or the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim, whichever is greater.

8. Intellectual Property

8.1 Ownership. Client retains all right, title and interest in and to Client's content and any rights provided to Service Provider are limited, revocable licenses solely for purposes of performing Services under this Agreement.

8.2 Work Product. To the extent any Deliverables constitute Service Provider's original authorship, Service Provider grants Client a nonexclusive, perpetual license to use such Deliverables solely for Client's internal business purposes to the extent required to effectuate the takedown or remediation.

9. Data Privacy and Security

Service Provider will implement and maintain technical and organizational measures designed to protect any personal data processed in connection with the Services against unauthorized or unlawful processing, accidental loss, destruction or damage, and shall process such personal data only in accordance with Client's documented instructions and applicable law.

10. Term and Termination

10.1 Term. This Agreement commences on the Effective Date and continues for an initial term of Term Length: and will automatically renew for successive terms unless either party provides written notice of non-renewal at least Renewal Notice Period: prior to expiration.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within Cure Period: after written notice.

11. Assignment

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

12. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party designates by written notice in accordance with this Section.

13. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement will be effective unless in writing and signed by both parties. Failure or delay by either party in enforcing any provision will not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one instrument.

14. Governing Law; Entire Agreement; Severability

This Agreement will be governed by and construed in accordance with the laws of the Governing State: without regard to its conflicts of law principles. This Agreement, together with any exhibits or SOWs incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. Miscellaneous Provisions

15.1 Remedies. Except as otherwise provided, remedies available under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

15.2 Subcontracting. Service Provider may engage subcontractors to perform the Services provided that Service Provider remains responsible for the subcontractor's performance and compliance with this Agreement.

Sign Now