Business MSM Template

BUSINESS MSM TEMPLATE

This Master Services and Maintenance Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain managed services, maintenance, and support for business systems and related deliverables (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the Services and is willing to provide such Services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. SCOPE OF WORK

The Service Provider shall perform the Services described below in accordance with the terms of this Agreement. The Services include all tasks, deliverables, and timelines set forth in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses in accordance with this section. Fees are non-refundable except as expressly provided herein.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is (a) or becomes publicly known through no wrongful act of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and limits disclosure to the minimum required.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) limit access to Confidential Information to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (iii) use at least reasonable care to protect Confidential Information.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, there are no other warranties, express or implied.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from gross negligence, willful misconduct, or infringement caused by Service Provider's performance of the Services, subject to limits and procedures set forth in this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. The parties are independent contractors and nothing herein shall create an employment, partnership, joint venture, or agency relationship.

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or other provisions and agree that injunctive relief may be an appropriate remedy.

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