Business MSA Template

BUSINESS MASTER SERVICES AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and possesses the experience, personnel, and resources necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform certain services pursuant to the terms and conditions set forth herein, and Provider is willing to perform such services for Client on the terms set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will govern the relationship between them with respect to such services.

SCOPE OF WORK

Provider shall perform the services and deliverables described below (Services). The specific tasks, deliverables, milestones and acceptance criteria shall be set forth in Statements of Work executed by the parties under this Agreement. Each Statement of Work shall incorporate and be governed by the terms of this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the terms set forth below. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within the billing period set forth above. Disputed portions of an invoice shall be raised promptly in writing and the undisputed portion shall remain payable.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of the Services it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information that is identified as confidential or that by its nature should reasonably be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using the same degree of care as it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound to protect such information.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in a Statement of Work, Provider retains all right, title and interest in and to Provider's preexisting intellectual property and tools used in performing the Services. Client shall own deliverables specifically created for Client and paid for in full under this Agreement, subject to Provider's ownership of its preexisting materials and any third-party components. The parties shall grant each other a limited, nonexclusive license to the extent necessary to use and exploit the deliverables as intended hereunder.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality, gross negligence, willful misconduct, and obligations of indemnity, neither party shall be liable to the other for incidental, consequential, special, punitive or indirect damages. The aggregate liability of either party for damages arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under the applicable Statement of Work in the twelve (12) months preceding the claim.

TAXES

Unless expressly stated otherwise, fees do not include taxes. Client shall be responsible for any sales, use or other taxes, duties or levies imposed by any governmental authority, excluding taxes based on Provider's net income.

DISPUTE RESOLUTION; GOVERNING LAW

The parties shall attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, consolidation or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Agreement, including all Statements of Work and attachments executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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