Business MSA Draft

BUSINESS MASTER SERVICES AGREEMENT (DRAFT)

This Master Services Agreement (Agreement) is entered into as of (Effective Date) by and between , with principal place of business at (Client), and , with principal place of business at (Service Provider). Client and Service Provider are individually a Party and collectively the Parties.

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain services as described in this Agreement, and Service Provider has the capability and capacity to perform such services in accordance with the terms set forth herein.

WHEREAS, the Parties intend for this Agreement to set forth the general terms and conditions governing the performance of services, the payment for such services, confidentiality obligations, and the allocation of risk between the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SCOPE OF WORK

1.1 Performance Standard. Service Provider shall perform the services in a professional and workmanlike manner and in accordance with prevailing industry standards. Service Provider shall assign qualified personnel to perform the services and shall be responsible for the supervision and direction of its personnel.

2. PAYMENT TERMS

2.1 Payment Terms. Unless otherwise set forth herein, invoices are payable within days of receipt of a proper invoice. Payment shall be made in United States dollars unless otherwise agreed in writing.

2.2 Late Fee. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late payments shall also be subject to reasonable collection costs, including attorneys' fees.

2.3 Expenses. Reimbursable pre-approved out-of-pocket expenses shall be reimbursed at cost upon submission of receipts. Pre-approval is required for any single expense over .

3. TERM AND TERMINATION

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

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

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The Receiving Party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

5. INSURANCE; INDEMNITY; LIMITATION OF LIABILITY

5.1 Insurance. Each Party shall maintain insurance coverage customary for its business and sufficient to cover its obligations hereunder. Upon reasonable request, a Party shall provide evidence of insurance to the other Party.

5.2 Indemnity. Each Party shall indemnify, defend and hold the other harmless from and against any third-party claims arising out of its gross negligence or willful misconduct in connection with the performance of this Agreement.

5.3 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable for special, incidental, indirect, or consequential damages, and each Party's aggregate liability for direct damages shall be limited to the amounts actually paid or payable under this Agreement in the twelve (12) months preceding the claim.

6. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic delivery (where receipt is demonstrable) to the addresses above and shall be deemed given upon receipt.

7. 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 conflicts of law principles. The Parties shall seek to resolve disputes in good faith through negotiation; if unresolved, disputes shall be submitted to binding arbitration administered in accordance with commercially reasonable arbitration procedures selected by the Parties.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

9.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership, or joint venture relationship between the Parties.

9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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