Business MSA IO

BUSINESS MSA IO

This Master Services Agreement and Insertion Order (the Agreement) is entered into as of by and between Client Name: with Address: , and Service Provider Name: with Address: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform services described in insertion orders executed under this Agreement and Service Provider is willing to perform such services in accordance with the terms and conditions set forth herein.

WHEREAS, each insertion order (IO) issued pursuant to this Agreement will identify specific services, deliverables, rates, timelines and additional terms applicable to a particular engagement and shall be incorporated herein by reference.

WHEREAS, the parties intend that this Agreement govern the general relationship between the parties and that the IO governs the specific scope and payment for services for a particular engagement.

IO DETAILS

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described in this IO and any attachments. Specific tasks, milestones and acceptance criteria shall be set forth below.

PAYMENT TERMS

Client shall pay Service Provider compensation for the services in accordance with the amounts and schedule set forth in this section. Unless otherwise stated in an IO, all amounts are in United States dollars.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be notified in writing within ten (10) days of receipt.

Unless otherwise specified, fees are exclusive of taxes. Client is responsible for any taxes, duties or similar charges imposed by any jurisdiction, other than taxes on Service Provider’s net income.

TERM AND TERMINATION

This IO will commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date set forth below or until completion of the services.

Either party may terminate this IO for material breach by the other party if the breach remains uncured for days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party, whether oral, written or electronic, 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. Confidential Information includes business plans, pricing, client lists, trade secrets, and technical information.

Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use such Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not to disclose such Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) was rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the receiving party.

The obligations of confidentiality shall survive termination of this IO for a period of three (3) years, except that trade secrets shall be protected for so long as they meet the legal definition of a trade secret.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in an IO, Service Provider retains ownership of pre-existing intellectual property and materials and hereby grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes as set forth in this IO. Client grants Service Provider a limited license to use Client trademarks and materials solely to perform the services. Any third-party materials included in deliverables shall be subject to third-party license terms.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct or material breach of this Agreement. Except for claims for indemnification, breach of confidentiality, or willful misconduct, neither party's aggregate liability to the other for any and all claims arising under this Agreement shall exceed the total amounts paid or payable by Client to Service Provider under the applicable IO in the twelve (12) months preceding the claim.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from acts beyond the reasonable control of such party, including but not limited to acts of God, embargoes, acts of civil or military authority, terrorism, epidemics, pandemics, or labor disputes. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below, without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any executed IOs and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

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