Business evMSA Template

Business evMSA Template

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

WHEREAS

WHEREAS, Client desires to obtain certain professional services in connection with Client's business operations and has selected Service Provider based on Service Provider's expertise and representations;

WHEREAS, Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to establish the terms governing the performance of services, payment, confidentiality, and allocation of risk between the parties.

1. Scope of Work

1.1 Services. Service Provider shall perform the services described in the scope below and any attachments or statements of work executed pursuant to this Agreement. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

2.1 Contract Value. The parties agree the Total Contract Value (estimated) is $ unless otherwise modified by a written change order signed by both parties.

2.2 Invoices shall be submitted in accordance with the Payment Schedule. Payment is due within days of Client's receipt of a proper invoice. All amounts are payable in lawful currency of the United States unless the parties agree otherwise in writing.

2.3 Late Payment. Overdue payments shall accrue interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by law, beginning after a grace period of days following written notice of non-payment.

2.4 Expenses. Reimbursable expenses must be pre-authorized in writing. Service Provider shall submit reasonable documentation supporting expense reimbursements and Client will reimburse such amounts within the Payment Terms.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Client will pay for all services performed and reimbursable expenses incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

4. Confidentiality

4.1 Confidential Information. Each party (the "Receiving Party") shall protect Confidential Information of the other party (the "Disclosing Party") using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes non-public business information, pricing, technical data, trade secrets, and any information identified as confidential at disclosure.

4.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party, (c) is received from a third party without restriction and without breach of an obligation to the Disclosing Party, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4.3 Duration. The Receiving Party's obligations with respect to Confidential Information shall survive for three (3) years after termination of this Agreement, except that Confidential Information that constitutes trade secrets shall remain protected for so long as such information qualifies as a trade secret under applicable law.

5. Liability and Indemnification

5.1 Indemnification. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct, breach of its representations, or infringement of third-party intellectual property rights, subject to the indemnified party providing prompt written notice and reasonable cooperation.

5.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. A party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

6. Warranties; Compliance

6.1 Service Warranty. Service Provider represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

6.2 Compliance. Each party shall comply with all applicable laws, rules and regulations in performance of its obligations under this Agreement, including data protection and export control laws.

7. Governing Law; Dispute Resolution

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

7.2 Disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within sixty (60) days, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction in the selected governing state.

8. Miscellaneous

8.1 Entire Agreement. This Agreement, including any exhibits or statements of work 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 communications, whether written or oral.

8.2 Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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