Business MSA Package

Business MSA Package

This Master Services Agreement (Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as described herein, and Service Provider represents that it has the requisite expertise, personnel and resources to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Service Provider will provide services to Client, including performance standards, payment terms, confidentiality obligations and remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones and acceptance criteria shall be set forth in writing and updated by mutual agreement.

2. Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the performance of services. All sums are stated in U.S. dollars unless otherwise indicated.

Invoices shall be issued by Service Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law.

3. Term and Termination

The term of this Agreement shall commence on and shall continue 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 immediately for material breach if the breach remains uncured for days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work and Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination. Each party shall return or destroy the other party's Confidential Information in accordance with Section 5.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

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

The obligations of confidentiality shall survive termination of this Agreement for years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets.

5. Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Except for indemnification obligations, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the amount of fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for special, incidental, consequential or punitive damages.

6. 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.

7. Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other except to a successor in connection with a merger, acquisition or sale of substantially all of the assigning party's assets. Notices shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing.

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