Business Supplier MSA

BUSINESS SUPPLIER MASTER SERVICES AGREEMENT

This Master Services Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: (Company) and Supplier Name: (Supplier). Each may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Company requires certain goods and/or services in connection with its business operations and desires to engage Supplier to provide such goods and/or services on the terms set forth herein; and

WHEREAS, Supplier represents that it has the capability, expertise, licenses and resources necessary to perform the services and supply goods in accordance with the terms, specifications and schedules set forth in this Agreement and any Statement of Work executed hereunder; and

WHEREAS, the Parties desire to set forth the general terms and conditions under which Supplier will provide such services and goods.

PARTIES' INFORMATION

SCOPE OF WORK

Supplier shall perform services and/or deliver goods as set forth in Statements of Work (each, an SOW) issued under this Agreement. Each SOW shall reference this Agreement and include a description of the goods and services, deliverables, acceptance criteria, schedule and pricing.

PAYMENT TERMS

Company shall pay Supplier the fees described in each applicable SOW. Unless otherwise specified in an SOW, payment shall be made in accordance with the terms below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above. Either Party may terminate immediately for insolvency, liquidation, or appointment of a receiver for the other Party.

CONFIDENTIALITY

Each Party (Recipient) shall keep confidential and shall not use or disclose any information disclosed by the other Party (Discloser) that is designated as confidential or that, by its nature, should reasonably be considered confidential (Confidential Information), except as necessary to perform under this Agreement. Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known other than by breach; (b) was rightfully known by Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective relief.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in a written SOW, Supplier retains ownership of its pre-existing intellectual property and tools, and Company retains ownership of Company data and deliverables created specifically for Company under this Agreement. Supplier grants Company a non-exclusive, worldwide, royalty-free license to use Supplier-owned materials solely to receive and use the deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Supplier warrants that services will be performed in a professional manner consistent with industry standards and that goods will conform to agreed specifications at time of delivery. EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES.

INSURANCE AND INDEMNIFICATION

Supplier shall maintain at its expense commercial general liability insurance and, where applicable, professional liability and workers' compensation insurance in amounts customary for the industry. Supplier agrees to indemnify, defend and hold harmless Company from third-party claims arising out of Supplier's negligence or willful misconduct in the performance of services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all SOWs executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings relating to its subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or as part of a merger or sale of substantially all assets.

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