Client Master Service Agreement

CLIENT MASTER SERVICE AGREEMENT

This Client Master Service Agreement (the Agreement) is entered into as of by and between Client Name: , a with principal place of business at ; and Service Provider Name: , a with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services as set forth in one or more statements of work pursuant to the terms of this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the general terms and conditions that will govern the provision of services and payment therefor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services described in a Statement of Work executed by the parties and incorporated into this Agreement. "Statement of Work" or "SOW" means a written document executed by both parties specifying scope, deliverables, schedule and fees. Other capitalized terms used but not defined herein shall have the meanings ascribed in the applicable SOW.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services in accordance with the applicable SOW and the standards of care, skill and diligence normally provided by professionals performing services of a similar nature. Each SOW shall reference this Agreement and, upon execution, become part of this Agreement.

3. CHANGE ORDERS

3.1 All changes to the scope, deliverables, schedule or fees shall be made only by a written Change Order signed by authorized representatives of both parties. Provider shall not be obligated to perform changes without a fully executed Change Order which shall specify any adjustments to price, schedule and acceptance criteria.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees for Services shall be set forth in each SOW. Unless otherwise stated in an SOW, fees are payable within thirty (30) days of Client's receipt of an undisputed invoice. Provider shall invoice monthly for fees accrued and for reimbursable expenses incurred in the prior period.

4.2 Client shall notify Provider in writing of any disputed invoice within fifteen (15) days of receipt; the parties shall promptly resolve any dispute and Client shall pay any undisputed portion in accordance with this Section.

5. TERM; TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Section. Each SOW shall specify its term and any renewal provisions.

5.2 Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within twenty (20) days after written notice of the breach.

6. CONFIDENTIALITY

6.1 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or which, by its nature, ought reasonably to be treated as confidential. Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

6.2 Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, rightfully received from a third party, independently developed, or required to be disclosed by law with prior notice to the disclosing party where permitted.

7. INTELLECTUAL PROPERTY

7.1 Unless otherwise provided in an SOW, Provider grants Client a non-exclusive, non-transferable license to use deliverables furnished under an SOW for Client's internal business purposes. Provider retains ownership of its pre-existing materials, methodologies, tools and know-how.

7.2 If the parties intend that Provider assign any intellectual property to Client, such assignment shall be set forth expressly in the applicable SOW and accompanied by full payment for the assigned work.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement, including reasonable attorneys' fees and costs. Client shall indemnify Provider for claims arising from Client's misuse of deliverables or breach of its obligations hereunder.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, DEATH OR BODILY INJURY, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

11.1 Provider shall maintain during the term commercial general liability, professional liability (if applicable) and workers' compensation insurance with limits customary in the industry. Upon request, Provider shall furnish certificates evidencing such coverage.

12. DATA PROTECTION

12.1 Each party shall comply with applicable data protection and privacy laws in the collection, processing and storage of personal data. Provider shall implement and maintain reasonable technical and organizational measures to protect personal data against unauthorized access, disclosure or loss.

13. SUBCONTRACTING

13.1 Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the subcontractor's performance and compliance with this Agreement. Provider shall incorporate confidentiality and work-for-hire obligations in all subcontractor arrangements as necessary to preserve Client's rights.

14. AUDIT AND RECORDS

14.1 For the purpose of verifying compliance with this Agreement, Provider shall maintain records relating to Services and invoices for a period of three (3) years following performance. Client may audit such records during normal business hours upon reasonable prior notice and at Client's expense unless a material discrepancy is found.

15. NOTICES

15.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), addressed to the party's notice address set forth below or to such other address as a party may designate by notice.

16. AMENDMENTS; WAIVER

16.1 No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW

17.1 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.

18. ENTIRE AGREEMENT

18.1 This Agreement, together with all executed SOWs and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

19. SEVERABILITY

19.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

20. COUNTERPARTS; ELECTRONIC SIGNATURES

20.1 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. The parties agree that facsimile, electronic or digital signatures shall be deemed originals for all purposes.

21. MISCELLANEOUS

21.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. 21.2 Force Majeure: Neither party shall be liable for failure to perform to the extent caused by events beyond reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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