Business MSA Agreement

BUSINESS MASTER SERVICES AGREEMENT

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

Recitals

WHEREAS, Client requires certain professional services in connection with its business operations and desires to engage Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the services described in this Agreement and is willing to perform such services for Client pursuant to the terms below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and other matters arising from the services to be provided.

Scope of Work

Payment Terms

Fees: Client shall pay Service Provider the fees set forth below. Total contracted fees for services performed under each Statement of Work shall be as agreed in writing. Agreed total amount:

Payment Terms: Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (a) the rate of % per month, or (b) the maximum rate permitted by applicable law.

Expenses: Client will reimburse reasonable, pre-approved expenses incurred by Service Provider in performing the services, subject to submission of supporting receipts and prior written approval for expenses exceeding .

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately by written notice if the other party materially breaches this Agreement and such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Discloser") to the other party ("Recipient") in any form, whether marked confidential or not, including but not limited to technical data, trade secrets, financial information, customer lists, pricing and business plans.

Obligations: Recipient 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 not less than a reasonable standard of care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Return: Confidential Information does not include information that is (i) publicly known through no fault of Recipient; (ii) rightfully received from a third party without restriction; or (iii) independently developed by Recipient without use of Discloser’s Confidential Information. Upon termination or written request, Recipient shall promptly return or destroy all Confidential Information and certify in writing the destruction if requested.

Intellectual Property

Ownership: Except as otherwise expressly provided in a Statement of Work, Service Provider shall retain all right, title and interest in and to any pre-existing materials, know-how, methodologies and tools used in performing the services ("Service Provider IP"). Client shall own deliverables specifically created and delivered for Client under this Agreement upon full payment, subject to any licenses granted to Service Provider in writing.

License: To the extent Service Provider incorporates Service Provider IP into deliverables, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use such Service Provider IP solely as incorporated into the deliverable for Client’s internal business purposes.

Warranties; Limitation of Liability; Indemnity

Warranties: Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability arising from a party's willful misconduct or gross negligence, each party's aggregate liability for claims arising under or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under the applicable Statement of Work in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party’s breach of its representations, willful misconduct, or negligence in the performance of its obligations under this Agreement.

Insurance; Independent Contractor

Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonably appropriate for the services provided. Service Provider is an independent contractor and shall be solely responsible for payroll taxes, workers' compensation and employee benefits of its personnel.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Notices

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, sale of substantially all assets or corporate reorganization.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, strikes, government action, or Internet outages; provided that the affected party provides prompt notice and resumes performance as soon as practicable.

Amendment; Waiver: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding.

Entire Agreement

This Agreement, together with any Statements of Work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

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