Business Client MSA

BUSINESS CLIENT MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into as of between Client Name: with principal address and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain professional services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the personnel, skills, and resources necessary to perform those services and is willing to perform such services for Client pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth herein the general terms and conditions under which Provider will provide services to Client from time to time by work orders or statements of work executed under this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described in the Scope of Work below and any mutually executed Statement(s) of Work. Each Statement of Work shall reference this Agreement and, upon execution by both parties, shall become incorporated into this Agreement.

Acceptance Criteria: Deliverables shall be deemed accepted upon written confirmation by Client or upon the expiration of days following delivery if no material defects are reported. Change orders must be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider for services performed at the rates and on the schedule set forth below. Fees are exclusive of taxes which Client shall be responsible for, except taxes based on Provider’s income.

Invoices are payable within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of .

Reimbursable expenses must be pre‑approved in writing and invoiced with reasonable substantiation. Payments shall be made by check or wire transfer to the account designated by Provider.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Termination will not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning payment, confidentiality, indemnification, and limitation of liability shall survive termination.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives prompt notice and cooperates with any protective order or other remedy.

Each party shall: (i) use the other party’s Confidential Information only for the purposes of performing under this Agreement; and (ii) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (the “Indemnitor”) agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees (the “Indemnitees”) from and against any third‑party claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) to the extent arising from the Indemnitor’s breach of this Agreement, negligence, or willful misconduct. The foregoing indemnity obligations do not apply to the extent the claim arises solely from the acts or omissions of the Indemnitees.

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party’s aggregate liability for any claim arising under this Agreement shall exceed the total amounts paid or payable by Client to Provider under the applicable Statement of Work giving rise to the claim during the twelve (12) month period preceding the claim.

RELATIONSHIP; ASSIGNMENT

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other, except to an acquirer of substantially all of its assets or stock, provided the assignee assumes all obligations hereunder.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other addresses as either party designates in writing. Notices shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts located in the foregoing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any executed Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and have no substantive effect.

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