Business Services MAS

BUSINESS SERVICES MAS

This Business Services Master Agreement (the Agreement) is entered into as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables and possesses experience, personnel, and equipment necessary to perform the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to provide services as set forth in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth herein their entire understanding and agreement with respect to the engagement and the provision of services.

SCOPE OF WORK

Service Provider shall perform the services, tasks, and deliverables described below. The description below is intended to set forth the initial scope; additional tasks or changes shall be captured in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider fees for services rendered in accordance with the fee schedule below. All fees are due in United States Dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client and are due within days of invoice receipt. Late payments shall incur interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law, calculated daily and compounded monthly.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days following receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose or use, except in performance of this Agreement, any Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, client lists, pricing, technical information, and trade secrets. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

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. The obligations of confidentiality shall survive the termination of this Agreement for a period of years, except with respect to trade secrets, for which the obligation shall continue for so long as the information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of preexisting intellectual property and tools used or developed outside the scope of this Agreement. Any bespoke deliverables identified and paid for in full under this Agreement shall be the property of Client upon full payment, subject to any third-party rights and licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or change orders executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be given in writing to the addresses provided by the parties. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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