Contractor MSA Service Contract

CONTRACTOR MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into as of by and between Client Name: , an entity organized as with principal place of business at (hereinafter "Client"), and Contractor Name: , an entity organized as with principal place of business at (hereinafter "Contractor"). Client and Contractor may be referred to collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain professional services and deliver certain deliverables as described in one or more statements of work executed under this Agreement; and

WHEREAS, Contractor represents that it has the expertise and resources to perform such services on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision of services and related matters.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be provided by Contractor as further described in a Statement of Work executed under this Agreement.

1.2 "Deliverables" means the tangible or digital works, reports, designs, code, documentation and other items specifically identified as deliverables in a Statement of Work.

1.3 "Confidential Information" means non-public information disclosed by a 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.

1.4 "Work Product" means all intellectual property created, developed or delivered by Contractor arising directly from the performance of the Services under this Agreement.

2. STATEMENTS OF WORK; SCOPE

2.1 Each Statement of Work ("SOW") executed by the Parties shall describe: (a) the scope of Services; (b) the Deliverables; (c) applicable milestones and delivery schedule; (d) fees and payment schedule; and (e) the project-specific contacts. An SOW becomes part of and is governed by this Agreement upon execution by authorized representatives of both Parties.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement commences on the Effective Date and continues for an initial period ending on , unless earlier terminated in accordance with this Agreement. Additional SOWs may specify separate terms consistent with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement or an SOW immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies available at law or in equity.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Contractor the fees set forth in each SOW. Fees are exclusive of taxes and any pre-approved expenses unless otherwise agreed in the SOW.

4.2 Invoices. Contractor shall submit invoices in accordance with the schedule in the applicable SOW. Unless otherwise stated, 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 rate permitted by law.

5. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, joint venturer or partner of Client. Contractor shall be solely responsible for all taxes, withholdings, insurance and benefits associated with performance of the Services.

6. CONFIDENTIALITY

6.1 Each Party shall maintain the confidentiality of Confidential Information disclosed by the other Party and shall not use such information except as necessary to perform its obligations under this Agreement. Reasonable safeguards shall be employed to protect Confidential Information.

6.2 The confidentiality obligations shall survive for years following termination or expiration of this Agreement, except to the extent applicable law requires otherwise.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise provided in an SOW, Contractor assigns to Client all right, title and interest in and to Work Product created specifically for Client under this Agreement upon full payment of applicable fees. Contractor retains ownership of its pre-existing materials and tools ("Contractor Materials").

7.2 License. To the extent Contractor retains any rights in Contractor Materials incorporated into the Deliverables, Contractor grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use such Contractor Materials as incorporated in the Deliverables for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

8.1 Contractor warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of the foregoing warranty, Client's exclusive remedy and Contractor's sole obligation shall be, at Contractor's option, re-performance of the nonconforming Services or refund of the fees paid for the deficient Services.

8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of: (a) Contractor's breach of this Agreement; (b) Contractor's negligence or willful misconduct; or (c) any claim that the Deliverables infringe or misappropriate a third party's intellectual property rights, provided Contractor is promptly notified and given reasonable control of the defense and settlement of such claim.

9.2 Client shall indemnify Contractor for claims arising from Client materials, Client's misuse of Deliverables, or Client's breach of this Agreement.

10. INSURANCE

10.1 Contractor shall maintain insurance customary for the Services to be performed, including commercial general liability and professional liability/errors & omissions coverage in amounts sufficient to cover its obligations under this Agreement. Contractor shall provide certificates of insurance upon Client's reasonable request.

11. LIMITATION OF LIABILITY

Except for liability arising from (a) willful misconduct or gross negligence, (b) Contractor's indemnification obligations for intellectual property infringement, or (c) breach of confidentiality, neither Party shall be liable for indirect, incidental, special, consequential or punitive damages. The aggregate liability of each Party under this Agreement shall not exceed the amount of fees paid by Client to Contractor under the applicable SOW in the twelve (12) months preceding the claim.

12. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, statutes, regulations and ordinances in performing its obligations under this Agreement, including any applicable export control and data protection laws.

13. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice).

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to enforce any right shall not operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Electronic signatures and transmission of executed counterparts by electronic means shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without giving effect to its conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with all executed SOWs, 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.

15.3 Severability. If any provision of this Agreement is determined to be invalid, illegal 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 that achieves, to the extent possible, the original intent of the Parties.

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