Business Consultant MSA

Business Consultant Master Services Agreement

This Master Services Agreement (the Agreement) is entered into as of by and between Client Name: with address at and Consultant Name: with address at .

WHEREAS

WHEREAS, the Client desires to retain the Consultant to provide business consulting services described in individual Statements of Work under the terms set forth herein; and

WHEREAS, the Consultant represents that it has the experience, expertise, and personnel necessary to perform such services as an independent contractor and desires to provide such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Consultant shall perform the services identified in each mutually executed Statement of Work (SOW). Each SOW shall reference this Agreement and shall describe the services, deliverables, schedule, acceptance criteria, and applicable fees. The general scope for the initial engagement is set forth below and may be further detailed in an attached SOW.

PAYMENT TERMS

As consideration for services performed, Client shall pay Consultant the fees set forth in each SOW. Unless otherwise specified in an SOW, the following terms apply.

Client shall pay undisputed invoices within the agreed payment period. If Client disputes any portion of an invoice, Client must notify Consultant in writing within ten (10) days of receipt and pay any undisputed portion in accordance with this Agreement. Overdue amounts shall accrue interest at the rate specified above and Consultant may suspend performance if payment is more than thirty (30) days overdue, provided Consultant gives ten (10) days' prior written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on the effective date set forth above and shall continue until terminated as provided herein or until the completion of all SOWs.

Term Start:   Term End (if applicable):

Either party may terminate this Agreement or any SOW for convenience by providing the notice period set forth above. Termination for cause shall be permitted where a party materially breaches this Agreement and fails to cure within thirty (30) days of written notice. Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in good faith.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use it only to perform obligations or exercise rights under this Agreement; and (c) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon request or upon termination of this Agreement, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate, and agree that injunctive relief shall be available to the disclosing party in addition to any other remedies.

INTELLECTUAL PROPERTY

Except as otherwise provided in an SOW, Consultant shall retain ownership of its pre-existing intellectual property and methodologies. Client shall own deliverables specifically identified as deliverables in an SOW upon full payment therefor; Consultant hereby grants Client a perpetual, non-exclusive, worldwide license to use deliverables for Client's internal business purposes, subject to payment and the terms of this Agreement.

INSURANCE AND INDEMNIFICATION

Consultant shall maintain insurance as required by the parties in an applicable SOW. Consultant shall indemnify and hold harmless Client from any third-party claims arising from Consultant's gross negligence or willful misconduct in performing services. Client shall indemnify Consultant for claims arising from Client-provided materials or instructions that infringe third-party rights, except to the extent caused by Consultant's actions.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, and liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Consultant under the applicable SOW in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes, except where injunctive relief is sought.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Any notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice.

ENTIRE AGREEMENT

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

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