Business Custom MSA

BUSINESS MASTER SERVICES AGREEMENT

Parties and Effective Date

This Master Services Agreement (the "Agreement") is made and entered into effective as of , by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain services from Service Provider consisting of professional services, consulting, and related deliverables as more fully described below; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to provide such services and is willing to provide services to Client on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services specified above in a professional and workmanlike manner in accordance with generally accepted industry standards. Any change to the scope shall be documented in a written change order executed by both parties prior to commencement of the changed work.

Payment Terms

Service Provider shall submit written invoices to Client in accordance with the payment schedule. Unless otherwise stated in a written change order, Client shall pay undisputed invoices within days of receipt. Disputed amounts must be raised in writing within the payment period.

Overdue amounts shall accrue interest at the lesser of or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach, or immediately upon insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, is lawfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Check applicable confidentiality arrangement: Mutual confidentiality Unilateral (only Provider is restricted)

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools. Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any third-party materials will be subject to their respective license terms, and Service Provider will identify such materials in writing.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's cumulative liability shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, strikes, war, terrorism, acts of governmental authorities, pandemics, or failure of suppliers or subcontractors, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within forty-five (45) days, disputes shall be submitted to binding arbitration in accordance with the parties' agreement, or to a court of competent jurisdiction in the governing state if arbitration is not elected.

Entire Agreement

This Agreement, together with any executed statements of work or change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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