Collaborative MSA Service Contract

COLLABORATIVE MSA SERVICE CONTRACT

This Master Service Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Address: and Service Provider Name: , Service Provider Address: (each a Party and together the Parties).

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services and collaborative activities described herein under terms to be set forth in statements of work; and

WHEREAS, Service Provider represents that it possesses the experience, expertise and resources necessary to perform the services and is willing to coordinate with Client and such third parties as more fully set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the general terms and procedures under which Services will be performed, billed, and delivered.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Collaborative MSA Service Contract, including all Statements of Work, Change Orders and appendices incorporated by reference. "Confidential Information" has the meaning set forth in Section 6. "Deliverables" means tangible or intangible results specifically identified in a Statement of Work to be delivered to Client. "Effective Date" means the date set forth above.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform the services described in each Statement of Work (each, an SOW) issued under this Agreement. Each SOW shall reference this Agreement and shall describe the scope, deliverables, schedule, acceptance criteria and fees. An initial summary of the Project Scope is set out below.

2.2 Change Orders. Any change to an SOW must be agreed in writing by authorized representatives of both Parties in a Change Order specifying scope, schedule and fees. Service Provider shall not be obligated to commence work on a Change Order until it is executed.

3. COLLABORATION; PERFORMANCE

3.1 Cooperation. The Parties shall cooperate in good faith and timely provide information, access to personnel, facilities and approvals reasonably necessary for performance. Failure by either Party to timely provide such cooperation shall excuse the other Party's performance to the extent caused thereby.

3.2 Key Personnel. Each Party may designate key personnel. Neither Party shall remove key personnel assigned to the SOW without prior written notice and a reasonable replacement plan.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Fees for Services shall be specified in each SOW. Unless otherwise stated, fees are exclusive of applicable taxes and reasonable out-of-pocket expenses.

4.2 Invoicing; Payment. Service Provider shall invoice Client in accordance with SOW terms. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

4.3 Disputes. The Parties shall negotiate in good faith any disputed invoice. Payment of undisputed amounts shall not be withheld due to a separate disputed matter.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated as provided herein. Thereafter, the Agreement may be extended by written agreement.

5.2 Termination for Cause. Either Party may terminate any SOW or this Agreement upon material breach by the other Party if such breach remains uncured after thirty (30) days' written notice specifying the breach.

5.3 Termination for Convenience. Either Party may terminate an SOW for convenience upon sixty (60) days' prior written notice. In the event of termination for convenience, Client shall pay for Services performed and reasonable costs incurred up to the effective date of termination.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall keep Confidential Information of the other Party strictly confidential and shall not use it except to perform its obligations under this Agreement. Confidential Information excludes information that is: (a) already known to the receiving Party without obligation of confidentiality; (b) publicly available through no fault of the receiving Party; or (c) rightfully received from a third party without restriction.

6.2 Remedies. The Parties acknowledge that a breach of this Section 6 may cause irreparable harm for which monetary damages are an inadequate remedy and agree that injunctive relief shall be an available remedy in addition to other remedies.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party shall retain all right, title and interest in its pre-existing proprietary materials and intellectual property ("Background IP"). No license is conveyed except as expressly set forth in this Agreement.

7.2 Deliverables and License. Unless otherwise agreed in an SOW, upon full payment, Service Provider assigns to Client all right, title and interest in and to Deliverables specifically created for Client under an SOW. Service Provider retains ownership of tools, methodologies and Background IP incorporated into Deliverables, and Service Provider grants Client a nonexclusive, perpetual, worldwide license to use such Background IP solely as embedded in the Deliverables.

7.3 Third-Party Materials. Each Party shall disclose any third-party materials or open-source components used in Deliverables and shall ensure compliance with applicable third-party license terms.

8. REPRESENTATIONS & WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not conflict with any agreement or law.

8.2 Service Provider Warranty. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE EXCLUSIVE; EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims arising out of (a) Service Provider's gross negligence or willful misconduct, or (b) alleged infringement arising from Service Provider's Deliverables, provided Client gives prompt written notice and reasonable cooperation in defense.

9.2 Limitations. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage commensurate with the Services and risks, including general liability, professional liability/errors and omissions and workers' compensation where applicable. Upon request, Service Provider shall provide certificates evidencing such coverage.

11. COMPLIANCE WITH LAWS; DATA PROTECTION

11.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations in performing its obligations.

11.2 Data Protection. If Service Provider processes personal data on behalf of Client, the Parties shall comply with applicable data protection laws and agree to implement reasonable technical and organizational measures to protect such personal data. The Parties shall cooperate in responding to data subject requests and security incidents.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a Party may designate by written notice. Notices are deemed given upon personal delivery, three (3) business days after deposit in certified mail, or upon confirmed email with read receipt when followed by a mailed copy.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. A waiver by either Party of any breach shall not operate or be construed as a waiver of any subsequent breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with all Statements of Work and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision accomplishing the original intent to the greatest extent possible.

MISCELLANEOUS

16.1 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 provided the assignee assumes the obligations hereunder.

16.2 Independent Contractor. Service Provider shall perform services as an independent contractor and not as an employee, partner, or agent of Client. Nothing in this Agreement creates a joint venture.

16.3 Subcontracting. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for the subcontractor's performance and compliance with this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Sign Now