Consulting MSA Service Contract

Consulting Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC Other and Service Provider Name: , Entity Type: Individual Corporation LLC Other.

RECITALS

WHEREAS, Client desires to retain Consultant to perform certain consulting and professional services as set forth in this Agreement; and

WHEREAS, Consultant has represented that Consultant possesses the necessary skills, experience and expertise to perform the services described herein and is willing to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that this Agreement govern the general terms and conditions under which Consultant will provide services to Client during the Term.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Consulting Master Services Agreement and all exhibits and statements of work incorporated by reference. 1.2 "Services" means the consulting services described in a Statement of Work. 1.3 "Work Product" means any deliverable, report, design, code, documentation or other tangible or intangible result of the Services created by Consultant.

2. SCOPE OF SERVICES

Consultant shall perform Services as set forth in one or more Statements of Work mutually agreed in writing by the parties. Each Statement of Work shall describe the scope, deliverables, schedule and acceptance criteria for the Services.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until terminated as provided herein. 3.2 Termination for Convenience. Either party may terminate this Agreement or any Statement of Work for convenience upon days' prior written notice to the other party. 3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Consultant the fees set forth in each Statement of Work. If no fee type is specified, default compensation will be hourly at the rate of $ per hour. Parties may instead select a fixed fee: $.

4.2 Expenses. Client shall reimburse Consultant for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon presentation of receipts or other documentation. 4.3 Invoicing and Payment. Consultant will invoice Client monthly unless otherwise provided. Invoices are due net days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information of a party disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. 5.2 Nondisclosure. Each party shall hold the other's Confidential Information in strict confidence, use it only to perform obligations under this Agreement, and not disclose it except to employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations no less restrictive than those herein. 5.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party not under an obligation of confidentiality.

6. INTELLECTUAL PROPERTY

6.1 Work Product Ownership. Unless otherwise agreed in a Statement of Work, Consultant hereby assigns to Client all right, title and interest in and to Work Product created specifically for Client under this Agreement, including all copyrights and other intellectual property rights, upon receipt of full payment of fees due for such Work Product. 6.2 Consultant Materials. Consultant retains ownership of any pre-existing materials, methodologies, tools or software used in performing Services ("Consultant Materials"). To the extent Client receives any rights in Consultant Materials, Consultant grants Client a non-exclusive, non-transferable, royalty-free license to use such materials solely for Client's internal use in connection with the Work Product. 6.3 Moral Rights. Consultant hereby waives and will cause its personnel to waive any moral rights in Work Product to the extent permitted by applicable law.

7. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and is not an employee, agent or partner of Client. Consultant is solely responsible for payment of all taxes, withholding and benefits for Consultant and Consultant's personnel. Consultant shall have sole discretion in determining the means and manner of performing the Services, subject to Client's right to accept or reject deliverables under the acceptance procedures set forth in the applicable Statement of Work.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. 8.2 Consultant Warranty. Consultant warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Consultant will use commercially reasonable efforts to re-perform the nonconforming Services at no additional charge. 8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense and settlement of such claim.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. The parties may agree to a different cap here: $.

11. INSURANCE

Consultant shall maintain, at Consultant's expense, insurance coverage customary for the industry and sufficient to cover Consultant's obligations under this Agreement, including commercial general liability and professional liability/errors & omissions insurance with limits of not less than $ per occurrence or such other amounts as the parties may agree.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and export control laws. Consultant shall not use third-party data or software inconsistent with the terms of any third-party license.

13. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder must be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing).

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The parties agree that the provisions concerning confidentiality, indemnification and ownership of Work Product shall survive termination or expiration of this Agreement. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

Sign Now