Business MSA Schedules

BUSINESS MSA SCHEDULES

Schedule Title:

This Schedule is issued pursuant to the Master Services Agreement Reference No. and is effective as of between Service Provider: and Client: .

WHEREAS

WHEREAS, the parties entered into a Master Services Agreement under the reference set forth above to govern the provision of certain services and associated schedules that set forth further details and commercial terms;

WHEREAS, the parties desire to set forth in this Schedule specific descriptions of the services, deliverables, pricing and operational terms applicable to the Work described below; and

WHEREAS, capitalized terms used but not defined in this Schedule shall have the meanings given to them in the Master Services Agreement.

SCOPE OF WORK (SCHEDULE A)

PAYMENT TERMS (SCHEDULE B)

Payment Schedule:

Milestone-based    Monthly retainer    One-time payment    Other

Late fee (percentage per month): %    OR flat late fee:

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date: .

Either party may terminate this Schedule for material breach if the breaching party fails to cure such breach within days following written notice. Termination for convenience (if permitted): (check if allowed)

CONFIDENTIALITY

Each party shall treat the other party's Confidential Information as strictly confidential and shall not disclose or use such information except to perform its obligations under this Schedule. Confidential Information shall not include information that is demonstrably in the public domain other than by a breach of this Schedule or that is rightfully received from a third party without restriction. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality Obligation Duration: years following disclosure.

GOVERNING LAW

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that the state and federal courts located in such state shall have exclusive jurisdiction over disputes arising under this Schedule, subject to any dispute resolution provisions of the Master Services Agreement.

ENTIRE AGREEMENT

This Schedule, together with the Master Services Agreement and any other executed schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, representations, negotiations and agreements, whether written or oral, relating to such subject matter. In the event of any conflict between the terms of this Schedule and the Master Services Agreement, the latter shall control unless this Schedule expressly states that it amends or overrides a specific provision of the Master Services Agreement.

ADDITIONAL SCHEDULES / ATTACHMENTS

Included Schedules (check all that apply):

Schedule A – Services
Schedule B – Fees and Payment
Schedule C – Data Security and Privacy
Schedule D – Service Levels (SLAs)
Schedule E – Change Order Procedures

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