Business MSSA Document

BUSINESS MASTER SERVICES AND SUPPLY AGREEMENT (MSSA)

This Master Services and Supply Agreement (the Agreement) is entered into effective as of between:

WHEREAS

WHEREAS, Client seeks to procure certain services and goods described herein, and Supplier is willing and able to provide such services and goods under the terms set forth in this Agreement;

WHEREAS, the parties desire to establish a master agreement governing the provision, acceptance, payment and confidentiality of supplied services, deliverables and materials to be provided from time to time during the Term.

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

1. SCOPE OF WORK

Supplier shall provide services, supply goods and deliverables as described in individual Statements of Work (each an SOW) executed under this Agreement. Each SOW will identify specific services, deliverables, schedules and acceptance criteria. The terms of this Agreement govern all SOWs unless expressly modified in an SOW.

2. PAYMENT TERMS

Client shall pay Supplier for services and goods in accordance with pricing set forth in each SOW. Unless otherwise stated in an SOW, the payment provisions below apply.

Invoices shall be submitted by Supplier and are payable by Client within days of receipt unless otherwise agreed in an SOW. Late payments shall accrue interest at % per month, or the maximum rate permitted by law, plus reasonable collection costs.

All amounts are payable in United States dollars and exclude taxes which Client shall pay, except for taxes based on Supplier's net income. If Client is required by law to withhold taxes, Client shall provide Supplier with official receipts and documentation of such withholding.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice.

Upon termination, Client shall pay Supplier for all services performed and goods delivered through the effective date of termination, plus any non‑cancelable commitments reasonably incurred by Supplier. Supplier shall promptly return or destroy Client Confidential Information in accordance with Section 5.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential. Each party shall (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only for the performance of its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) was already known to the receiving party at the time of disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reliance on the disclosing party's Confidential Information.

The obligations in this Section shall continue for a period of years from disclosure, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in an SOW, Supplier grants Client a non-exclusive, royalty-free license to use deliverables provided under this Agreement for Client's internal business purposes. Supplier retains ownership of Supplier's pre-existing intellectual property and tools. To the extent Supplier incorporates Client materials into deliverables, Client grants Supplier a limited license to use such materials solely to perform under this Agreement.

6. WARRANTIES; LIMITATION OF LIABILITY

Supplier warrants that services will be performed with reasonable skill and care in accordance with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THE AFFECTED SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY.

7. INDEMNITY

Each party shall indemnify and hold harmless the other party from and against third party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party without its prior written consent.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

9. ENTIRE AGREEMENT

This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral. Amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be given in writing and delivered to the addresses provided in this Agreement.

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