Business Services MSLA

BUSINESS SERVICES MASTER SERVICES LEVEL AGREEMENT

This Master Services Level Agreement ("Agreement") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider may each be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider offers business services, support, and related deliverables described herein; and

WHEREAS, Client desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their mutual rights, duties, and service level commitments in a master agreement to govern multiple statements of work and service schedules executed under this Agreement.

SCOPE OF WORK

Provider shall perform the services described in each Statement of Work (SOW) executed under this Agreement. Each SOW shall reference this Agreement, specify the deliverables, acceptance criteria, schedule, personnel assigned, and any service level commitments. The Parties agree that in the event of any conflict between an SOW and this Agreement, the terms of this Agreement shall govern unless the SOW expressly states it supersedes a specific provision of this Agreement.

PAYMENT TERMS

Client shall pay Provider for services and deliverables in accordance with the fees set forth in each SOW. Unless otherwise stated in an SOW, the following default payment terms apply:

Provider shall invoice Client in accordance with the schedule in the applicable SOW. Unless otherwise disputed in writing within fifteen (15) days of receipt, invoices shall be deemed accepted. Disputed amounts must be identified in reasonable detail and the Parties shall negotiate in good faith to resolve disputes. Overdue amounts shall accrue interest at the rate specified above and Provider may suspend performance after ten (10) days' written notice of nonpayment, without prejudice to Provider's right to terminate for material breach.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon the notice period specified above. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination. Sections addressing Confidentiality, Payment, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a Party to the other Party, whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes pricing, business plans, technical information, designs, client lists, and trade secrets.

Each Party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement, (b) limit access to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was in the receiving Party's possession prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party free to disclose it; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party acknowledges that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and agrees that the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Venue for any dispute shall lie in the competent courts located in that State, and the Parties waive any objection to such venue.

ENTIRE AGREEMENT

This Agreement, together with any executed Statements of Work and appendices expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, promises, writings, and understandings. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a change of control. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect. Remedies: The remedies provided herein are cumulative and in addition to any other remedies available at law or equity.

NOTICES

Notices shall be in writing and delivered to the addresses specified above or to such other address as either Party may designate in writing. Notice is effective upon receipt.

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