Business Masters Agreement

Business Masters Agreement

This Business Masters Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client engages in the business of operating and managing commercial activities and seeks professional services to support specified business functions; and

WHEREAS, Service Provider possesses the experience, personnel, and capability to perform the services described herein and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in a master agreement that will govern specific Statements of Work executed under this Agreement.

1. SCOPE OF WORK

Service Provider shall provide services, deliverables, and other work items as described in one or more Statements of Work executed by the parties under this Agreement. Each Statement of Work shall reference this Agreement, specify deliverables, timelines, acceptance criteria, and any special terms.

2. PAYMENT TERMS

In consideration for the performance of the services, Client shall pay Service Provider according to the amounts and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Unless otherwise stated in a Statement of Work, Client shall pay undisputed invoices within days of receipt. Disputed portions shall be resolved in good faith and the undisputed portion shall be paid as required.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement or any Statement of Work for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice of such breach.

4. CONFIDENTIALITY

"Confidential Information" means any information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (a) use the Confidential Information solely to perform under this Agreement, (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Required disclosures by law shall be permitted only after prior notice to the disclosing party and reasonable cooperation to limit the disclosure.

5. REPRESENTATIONS; WARRANTIES; LIABILITY

Each party represents that it has full corporate power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for breaches of confidentiality or willful misconduct, the aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider under the applicable Statement of Work giving rise to the claim in the twelve (12) months preceding the claim.

6. ASSIGNMENT; SUBCONTRACTING

Neither party shall assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets. Service Provider may engage subcontractors to perform portions of the services provided that Service Provider remains responsible for the performance of its obligations under this Agreement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any dispute shall be the state or federal courts located in that state, subject to the parties' right to seek injunctive relief in any competent jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with all 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 and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth in the introductory paragraph (or to such other address as a party may designate in writing) by hand delivery, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create an agency, partnership, or joint venture between the parties.

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