Business MSA

BUSINESS MASTER SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Client Name: desires to retain Service Provider Name: to perform certain services as described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to perform such services on the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall provide the services described below and any additional services agreed in writing by the parties. All services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client will pay Service Provider for services rendered as follows. All amounts are in the stated currency and are exclusive of taxes unless otherwise noted.

Late payments shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination plus any non-cancellable commitments reasonably made in connection with performance.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is marked confidential or, by its nature, would reasonably be considered confidential. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully 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 Confidential Information. The obligations in this Section shall survive termination of this Agreement for years.

5. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry practices.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

7. INSURANCE

Service Provider shall maintain insurance coverage adequate for its performance of the services and as required by applicable law. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, national overnight courier, or hand delivery, and shall be effective upon receipt.

9. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of this Agreement.

10. 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 in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

11. ENTIRE AGREEMENT

This Agreement, including any statement of work or exhibits executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

SIGNATURES

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