Business MPSA Template

BUSINESS MPSA TEMPLATE

Parties

This Master Professional Services Agreement ("Agreement") is entered into as of by and between Client Name: , with principal address at , and Service Provider Name: , with principal address at .

Recitals

WHEREAS, Client desires to retain Provider to perform professional services described in individual Statements of Work pursuant to the terms of this Agreement; and

WHEREAS, Provider represents that it has the experience, expertise, personnel and resources necessary to perform the services in a professional and workmanlike manner; and

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

Scope of Work

Provider shall perform the services set forth in each Statement of Work (SOW) which, when executed by both parties, are incorporated into this Agreement by reference. Each SOW shall specify deliverables, acceptance criteria, milestones, and a schedule for performance.

Payment Terms

All payments shall be made in lawful currency within the timeframe set forth above. If Client disputes an invoice in good faith, Client shall provide written notice explaining the basis for the dispute within ten (10) days of receipt of the invoice; the parties shall attempt to resolve the dispute promptly, and Client shall pay any undisputed portion when due.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach. Either party may terminate immediately for insolvency, appointment of a receiver, or similar event. Upon termination, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, trade secrets, pricing, and customer information, but excludes information that (i) is or becomes publicly known through no breach by the Receiving Party, (ii) is received from a third party without breach of an obligation of confidentiality, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and disclosure is limited to the required portion.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, shall use Confidential Information only to perform obligations under this Agreement, and shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by similar confidentiality obligations. These obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise set forth in a written SOW, Provider shall retain ownership of any preexisting intellectual property and tools used in performing services ("Provider IP"). Subject to full payment of all amounts due, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under an SOW solely for Client's internal business purposes. The parties shall agree in each SOW whether deliverables are to be considered "works made for hire" or licensed.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid or payable by Client to Provider under the applicable SOW during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in the agreed venue, or as otherwise mutually agreed in writing.

Entire Agreement

This Agreement, together with all executed Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Provider is an independent contractor and shall be solely responsible for taxes, withholdings and all statutory obligations. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Severability: If a provision is held invalid, the remaining provisions shall continue in full force.

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