Business Draft MSA

BUSINESS DRAFT MSA

This Master Services Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business of procuring professional services and requires certain services relating to Client's business operations and projects; and

WHEREAS, Service Provider possesses the expertise, personnel and resources to perform the services described in this Agreement and is willing to provide such services to Client on the terms set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Estimated Fees: $ . Fees shall be charged in accordance with the schedule set forth below and are exclusive of any applicable taxes.

Invoicing Frequency: . Payments are due Net days from invoice date.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs.

Payment Method: Payments shall be made by electronic funds transfer, check, or other method agreed in writing. All bank charges associated with Client payments shall be borne by Client unless otherwise agreed.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form, whether marked confidential or reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (i) use Confidential Information solely to perform obligations under this Agreement; (ii) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession without restriction prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The obligations of confidentiality shall continue for following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Client retains ownership of Client Materials provided to Service Provider. Service Provider retains ownership of its pre-existing tools, methodologies and materials. Work product specifically created for Client and paid for in full under this Agreement shall be deemed "Deliverables" and ownership shall transfer to Client upon full payment, subject to Service Provider's retained rights in any underlying tools or general know-how.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

NOTICES

MISCELLANEOUS

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

Amendments: Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

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