Business MSA Review

Business MSA Review

Parties and Identification

Client Name:

Corporation    Limited Liability Company    Other:

Reviewer Name:

Corporation    Limited Liability Company    Other:

Recitals

WHEREAS, Client Name: seeks an independent review of its Master Services Agreement and related schedules (collectively, the MSA) to identify risk allocation, compliance obligations, and amendment needs;

WHEREAS, Reviewer Name: has the experience and capacity to perform a commercial MSA review and to deliver findings and recommended redlines;

WHEREAS, the parties intend by this Business MSA Review to set forth the scope, deliverables, compensation, confidentiality obligations, and governing law that will govern the review engagement effective as of Effective Date: .

Scope of Work

Deliverables and Milestones:

Payment Terms

Review Fee (Total): $ payable as follows:

Late Payment Fee: If any undisputed amount is not paid within days following invoice due date, interest shall accrue at per month or the maximum permitted by law, whichever is less.

Term and Termination

Commencement Date: . Expected Completion Date: .

Either party may terminate this engagement for convenience upon days' prior written notice. Termination for cause may occur immediately upon written notice if the other party materially breaches a material obligation and fails to cure within days after receipt of notice specifying the breach.

Effect of Termination: Upon termination, Reviewer shall deliver all work product completed to date and Client shall pay for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall (a) hold the other party's Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Business MSA Review, and (c) not disclose Confidential Information to any third party except to its representatives who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" includes non-public business information, contract terms, pricing, customer and supplier identities, and any documents marked or reasonably understood to be confidential.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is received from a third party without restriction.

Client acknowledges and agrees to the confidentiality obligations.    Reviewer acknowledges and agrees to the confidentiality obligations.

Intellectual Property and Deliverables

Reviewer retains all pre-existing intellectual property and general legal methodologies. Unless otherwise agreed in writing, Reviewer grants Client a perpetual, non-exclusive, worldwide license to use deliverables for Client's internal business purposes. Deliverables created specifically for Client under this engagement shall be deemed work made for hire to the extent permitted by law; if not permitted, Reviewer assigns to Client all right, title and interest in such deliverables upon full payment.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages. The total aggregate liability of Reviewer for claims arising out of or in connection with this engagement shall be limited to the fees paid by Client under this engagement.

Governing Law and Dispute Resolution

This Business MSA Review shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the commercial arbitration rules chosen by the parties.

Entire Agreement; Amendments

This Business MSA Review, together with any referenced schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be given in writing to the addresses below. If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates an agency, joint venture or employment relationship.

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