Business Services MSA

BUSINESS SERVICES MASTER SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider has experience and expertise to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the general terms and conditions under which Service Provider will perform Services and deliverables for Client, with specific Statements of Work to be incorporated by reference; and

WHEREAS, the parties desire to define payment, confidentiality, intellectual property, and termination provisions applicable to all Statements of Work entered pursuant to this Agreement.

DEFINITIONS

"Services" means the professional services and related deliverables described in each Statement of Work executed under this Agreement. "Confidential Information" has the meaning set forth in Section Confidentiality. "Statement of Work" means a written schedule or addendum describing specific Services, fees, milestones and acceptance criteria, executed by authorized representatives of both parties.

SCOPE OF WORK

CHANGES AND STATEMENTS OF WORK

Any changes to the Scope of Work, schedule, fees or deliverables shall be documented in a written Change Order or Statement of Work signed by authorized representatives of both parties. No oral change shall be effective. Change Orders shall specify adjustments to fees and schedules and an agreed acceptance procedure.

PAYMENT TERMS

All fees are exclusive of taxes, unless otherwise stated. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services. Provider shall submit itemized invoices in accordance with the Payment Schedule.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the Cure Period following written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party shall hold in strict confidence all Confidential Information disclosed by the other party and shall not use or disclose such information except to perform obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the other party's Confidential Information.

Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law. The obligations in this section survive termination for a period of three (3) years or as otherwise required by law for trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a Statement of Work, Provider retains ownership of all pre-existing intellectual property and tools used to deliver the Services. Client shall own deliverables specifically created for Client upon full payment, subject to Provider's ownership of underlying methodologies, know-how, and general skills. Provider grants Client a non-exclusive, worldwide license to use Provider-owned materials incorporated in deliverables solely for Client's internal business purposes.

INDEMNIFICATION AND INSURANCE

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Provider will maintain professional liability and commercial general liability insurance in amounts customary for the industry and provide certificates upon reasonable request.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Provider under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction unless otherwise mutually agreed.

ENTIRE AGREEMENT

This Agreement, together with any executed Statements of Work and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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