Business Services MSRA

BUSINESS SERVICES MSRA

This Master Services and Reseller Agreement (the Agreement) is entered into on between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described below and possesses the expertise, personnel and equipment necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider, and Service Provider is willing to accept such engagement, to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern all work orders, statements of work and reseller arrangements executed by the parties that reference this Master Services and Reseller Agreement.

SCOPE OF WORK

The Service Provider shall provide the services, deliverables and reseller activities as agreed in individual Statements of Work or Order Forms executed under this Agreement. Each Statement of Work shall describe the scope, deliverables, schedule and acceptance criteria; in the event of conflict, the terms of this Agreement shall govern unless the parties expressly agree otherwise in writing.

PAYMENT TERMS

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

Invoices are due and payable within days from invoice date unless otherwise specified in a Statement of Work. Late payments shall accrue interest at the rate of % per month (or the maximum lawful rate) on the outstanding principal, plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date above and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving 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 and for any non-cancelable obligations.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party). Confidential Information includes non-public information disclosed in connection with this Agreement, including pricing, technical data, business plans, customer lists and trade secrets, but does not include information that: (a) was known to Receiving Party without restriction prior to disclosure; (b) is or becomes publicly known through no breach of this Agreement; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Confidentiality obligations survive for following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a Statement of Work, pre-existing intellectual property and tools of each party remain the sole property of that party. Deliverables specifically developed for Client under this Agreement shall be considered work made for hire and, to the extent not automatically vested, Service Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment. Notwithstanding the foregoing, Service Provider may retain and use general methodologies, know-how and tools and may exploit general skills and knowledge acquired during performance so long as no Confidential Information or Client-owned deliverables are disclosed or used.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend 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 provide prompt written notice of any claim and reasonable cooperation in the defense.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

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 jurisdiction for purposes of any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and Order Forms executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. If any provision is held unenforceable, the remainder shall continue in full force and effect.

Sign Now