Business Master Services Agreement

Business Master Services Agreement

This Master Services Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

Recitals

WHEREAS, Client desires to retain Provider to perform certain professional services described herein and Provider represents that it has the skill, experience, and resources necessary to perform such services in a professional and workmanlike manner; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the general terms, scope, and pricing that will govern the performance of services and the relationship between the parties.

1. Scope of Work

Provider shall perform the services set forth above in accordance with any schedule mutually agreed in writing. Provider shall report progress to Client and shall comply with Client's reasonable policies and procedures insofar as they relate to the performance of the services and do not conflict with this Agreement.

2. Payment Terms

Invoices shall be delivered to Client in writing. Payment is due within days of Client's receipt of an undisputed invoice. Late payments shall accrue a late charge equal to percent per month (or the maximum lawful rate, if lower) on the delinquent principal, plus all costs of collection, including reasonable attorneys' fees.

Provider will be reimbursed for pre-approved, reasonable out-of-pocket expenses. Reimbursable expenses require submission of receipts and shall be paid within days after invoicing.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may also terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided that payment breaches must be cured within ten (10) days.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidentiality obligations shall continue for a period of years from the date of disclosure or for such longer period as required by applicable law.

5. Intellectual Property; Work Product

Except as expressly provided in a written statement of work or exhibit, Provider hereby assigns to Client all right, title and interest in and to all work product, deliverables and inventions created specifically for Client under this Agreement (collectively Work Product). Provider retains ownership of its pre-existing tools, methodologies, and intellectual property and any generic know-how or lessons learned. The parties will negotiate in good faith any necessary licenses to pre-existing intellectual property that is incorporated into deliverables.

6. Indemnification and Limitation of Liability

Provider will indemnify and defend Client from and against third-party claims arising out of Provider's gross negligence or willful misconduct in performing services. Client will indemnify Provider for claims arising from Client's breach of this Agreement or misuse of the deliverables. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Independent Contractor

Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Provider is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, including those for Provider's employees and contractors.

8. 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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

9. Entire Agreement and Miscellaneous

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

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain enforceable, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes as close as possible to the parties' intent.

Execution

The parties below have read, understand, and agree to the terms of this Agreement and have caused this Agreement to be executed by their duly authorized representatives.

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