Business Services MSL

BUSINESS SERVICES MSL

This Business Services Master Services Letter (MSL) is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider represents that it has the expertise, personnel, equipment and licenses required to perform such services in accordance with the terms of this MSL.

WHEREAS, the parties intend by this MSL to set forth the general terms, conditions, standards and commercial arrangements governing the provision of services and any subsequent task orders or statements of work executed under this MSL.

WHEREAS, the parties may enter into one or more Statements of Work that reference this MSL and that describe specific services, deliverables, schedules and fees.

SCOPE OF WORK

Service Provider shall perform professional services as set forth in each Statement of Work or task order issued under this MSL. Each Statement of Work will specify deliverables, acceptance criteria, performance milestones and the schedule for completion. In the absence of a written Statement of Work, the Scope of Work shall be as described below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in each Statement of Work. Unless otherwise stated in a Statement of Work, the following default payment terms apply.

Invoices shall be delivered in the manner specified in the applicable Statement of Work and shall be payable within days of receipt unless otherwise agreed in writing.

If any undisputed amount is not paid when due, Service Provider may suspend performance upon ten (10) days' prior written notice and shall be entitled to recover all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This MSL shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this MSL or any Statement of Work for convenience upon providing the other party with days' prior written notice. Either party may terminate for cause if the other party materially breaches this MSL and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any reasonable wind-up costs incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, product designs, source code, pricing, customer lists and trade secrets.

The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this MSL; and (c) not disclose Confidential Information to any third party except to affiliates, employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this MSL; (ii) was known to the Receiving Party prior to disclosure as established by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to Confidential Information. If disclosure is required by law or valid court order, the Receiving Party shall give prompt notice and cooperate in seeking confidential treatment or a protective order.

GOVERNING LAW

This MSL shall be governed by and construed in accordance with the laws of the State of without regard to 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 or relating to this MSL.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for employment taxes, benefits and other obligations for its personnel.

Limitation of Liability: Except for willful misconduct or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for claims arising out of this MSL shall not exceed the total fees paid under the applicable Statement of Work in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This MSL, together with each Statement of Work and any amendments executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification of this MSL shall be binding except by a written instrument signed by authorized representatives of both parties.

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