Consulting MSA Agreement

CONSULTING MASTER SERVICES AGREEMENT

This Consulting Master Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Entity Type: Corporation LLC Individual, Principal Place of Business: ; and Consultant Name: , Consultant Entity Type: Corporation LLC Individual, Principal Place of Business: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Client desires to retain Consultant to perform professional consulting services in the area(s) described in one or more Statements of Work executed under this Agreement, and Consultant has the experience and capability to perform such services;

WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant will provide services to Client on a project-by-project basis pursuant to Statements of Work referencing this Agreement;

WHEREAS, the Parties intend that each Statement of Work will include the scope, schedule, fees and any special terms applicable to a particular engagement.

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

1. DEFINITIONS

1.1 "Agreement" means this Consulting Master Services Agreement and all Statements of Work executed hereunder. "Statement of Work" or "SOW" means a written document, duly executed by both Parties, describing Services, Deliverables, schedule and Fees. "Deliverables" means tangible materials or work product to be delivered by Consultant under a Statement of Work.

2. SCOPE OF SERVICES

2.1 Services. Consultant shall perform the services described in one or more Statements of Work. The initial Statement of Work shall be titled Statement of Work No. 1:

2.2 Changes. Any change in scope, schedule or fees shall be effective only upon a written change order signed by both Parties. Consultant shall not be obligated to perform services that materially exceed the scope without a signed change order and adjustment to Fees and schedule.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Consultant the Fees described in each Statement of Work. Default fee terms for services performed under this Agreement are: Billing Method: ; Hourly Rate: $ per hour; or Project Fee: $ .

3.2 Expenses. Client shall reimburse Consultant for reasonable, preapproved expenses incurred in performing Services. Reimbursable expenses include travel, lodging, and third-party costs necessary to perform the Services. Expense reimbursement requires submission of receipts or reasonable documentation.

3.3 Invoices. Consultant shall submit invoices in accordance with the billing frequency set forth in the applicable Statement of Work. Unless otherwise stated, invoices are due and payable in United States dollars within the Payment Terms after Client's receipt of an accurate invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. INTELLECTUAL PROPERTY

4.1 Consultant Background IP. Consultant shall retain ownership of all intellectual property and other proprietary rights that Consultant owned or developed prior to the Effective Date or outside the scope of this Agreement ("Consultant Background IP").

4.2 Deliverables and Assignment. Unless otherwise expressly provided in a Statement of Work, upon full payment of all Fees due for a Statement of Work, Consultant hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under such Statement of Work. Consultant retains all rights in Consultant Background IP, subject to a worldwide, royalty-free, nonexclusive license to Client to use any Consultant Background IP embedded in the Deliverables solely to the extent necessary to use the Deliverables for Client's internal business purposes.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The Receiving Party shall (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as this Section; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

5.3 Exclusions. Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was within Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

6. WARRANTIES; DISCLAIMERS

6.1 Mutual Warranty. Each Party represents that it has the legal power and authority to enter into this Agreement.

6.2 Consultant Warranty. Consultant warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Consultant's sole obligation, and Client's exclusive remedy, shall be that Consultant shall, at its option and expense, re-perform the nonconforming Services or refund the Fees paid for the portion of Services that were not performed in accordance with the warranty.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 Consultant Indemnity. Consultant shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising from Consultant's gross negligence, willful misconduct or material breach of this Agreement, including claims that the Deliverables infringe a third party's intellectual property rights, provided that Client gives Consultant prompt written notice of any claim and cooperates in the defense.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Consultant from and against any third-party claims arising from Client's misuse of the Deliverables, Client Data, or Client's breach of this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. Each Statement of Work shall specify its term.

9.2 Termination for Convenience. Either Party may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days' prior written notice to the other Party.

9.3 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

9.4 Effect of Termination. Upon termination, Consultant shall deliver all completed Deliverables and invoice for all Services performed and unreimbursed expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability and payment obligations shall survive termination.

10. TRANSITION ASSISTANCE

Consultant shall provide reasonable transition assistance for a period of up to days following termination upon Client's request. Transition assistance fees shall be agreed in a written addendum or, if not agreed, shall be at Consultant's then-current rates.

11. INSURANCE

Consultant shall maintain, at its expense, commercial general liability and professional liability insurance with limits no less than $ per occurrence, and workers' compensation as required by law, and shall provide certificates of insurance upon Client's request.

12. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and is not an employee, partner, joint venturer or agent of Client. Consultant shall be solely responsible for payment of all taxes, withholdings and benefits for its personnel.

13. SUBCONTRACTING

Consultant may engage subcontractors to perform portions of the Services, provided that Consultant remains responsible for the performance of its subcontractors and ensures such subcontractors are bound by confidentiality obligations at least as protective as those in Section 5.

14. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including applicable export control, anti-corruption and data protection laws.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, or by email when followed by a hard copy. Notices are effective upon receipt.

16. AMENDMENT; WAIVER; COUNTERPARTS

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

16.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving Party.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by facsimile or electronic transmission shall be effective as originals.

17. GOVERNING LAW; VENUE

This Agreement 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 and venue of the state and federal courts located in the county designated in the applicable Statement of Work.

18. ENTIRE AGREEMENT; SEVERABILITY

18.1 Entire Agreement. This Agreement, together with all Statements of Work and executed attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

18.2 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

19. MISCELLANEOUS

19.1 Publicity. Neither Party shall issue any press release or public communication regarding the existence or terms of this Agreement without the prior written consent of the other Party, except as required by law.

19.2 Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither Party shall solicit for employment any individual who is an employee of the other Party and who was involved in the performance of Services under this Agreement, without the prior written consent of the other Party.

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