Business Services MSRO

Business Services MSRO

This Master Services and Repair Order (MSRO) is made effective as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, maintenance, repair, and related deliverables described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services and repairs under the terms and conditions set forth in this MSRO; and

WHEREAS, the parties intend for this MSRO to govern the provision of services, payment, confidentiality, and other rights and obligations between the parties.

Scope of Work

Service Provider shall perform the services, repairs, deliveries and related tasks ("Services") described below. The following description constitutes the primary scope of work; specific milestones, technical specifications, deliverables, and acceptance criteria shall be set forth in the project schedule or appended exhibit, if any.

Payment Terms

Client shall pay Service Provider for Services as set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing. Payment obligations are independent of performance remedies except as expressly set forth in this MSRO.

Select the payment schedule that applies to this MSRO:

Milestone payments according to milestones in Scope of Work

Monthly invoicing (Net)

Payment due upon final acceptance/completion

Late payments shall accrue interest at the following rate: and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This MSRO commences on Start Date and continues until End Date unless earlier terminated in accordance with this section.

Start Date: End Date:

Either party may terminate this MSRO for cause if the other party materially breaches any obligation and fails to cure such breach within days following written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination does not relieve Client of payment for Services rendered through the effective date of termination or for non-cancellable commitments incurred by Service Provider in good faith.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this MSRO. "Confidential Information" includes all non-public business, technical, financial, and operational information disclosed in any form. 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 a reasonable standard of care. Confidentiality obligations do not apply to information that (a) is or becomes public other than through breach of this MSRO, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is independently developed without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or court order with prior written notice to the Disclosing Party where permitted.

Intellectual Property and Work Product

Unless otherwise agreed in writing, intellectual property developed solely by Service Provider in the performance of this MSRO shall be owned by Service Provider, subject to a perpetual, nonexclusive, royalty-free license to Client to use such deliverables for Client's internal business purposes. Pre-existing materials, tools, and methodologies of either party remain the sole property of that party. The parties agree to negotiate in good faith separate assignments if transfer of ownership is required.

Limitation of Liability

Except for breaches of confidentiality or claims arising from gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising under this MSRO shall not exceed the total amounts paid or owing by Client to Service Provider under this MSRO during the three (3) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this MSRO shall be in writing and delivered to the addresses set forth below by certified mail, courier or hand delivery, or by electronic delivery with confirmation of receipt.

Governing Law

This MSRO shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this MSRO.

Entire Agreement

This MSRO, together with any appendices, exhibits, or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification, amendment, or waiver of any provision of this MSRO shall be effective unless in a writing signed by both parties.

Execution

The individuals signing below represent and warrant that they are duly authorized to execute this MSRO on behalf of their respective party and to bind that party to the terms and conditions herein.

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