Financial IO and MSA Template

FINANCIAL IO AND MASTER SERVICES AGREEMENT

Parties and IO Header

This Agreement is entered into between:

IO Number:    Effective Date:    Campaign / Project Name:

Term Start:    Term End:

Recitals and Definitions

Recitals: Service Provider provides the services set forth in one or more Insertion Orders (each an "IO") executed under this Master Services Agreement ("MSA"). Each IO incorporates the terms of this MSA and specifies scope, schedule, deliverables and fees.

Definitions: Capitalized terms used in an IO have the meanings assigned in this MSA. "Services" means the work described in the applicable IO. "Deliverables" means the tangible outputs to be delivered to Client under an IO.

Statement of Work / IO Itemization

The following line items comprise the financial obligations for this IO. Amounts are expressed in the currency agreed in the IO.

Fees, Invoicing and Payment

Payment Terms: Client shall pay invoices within days of receipt, unless otherwise set forth in the IO. All amounts are payable in the currency specified in the IO.

Late Fee: Overdue amounts shall accrue interest at per month or the maximum permitted by law, whichever is less.

Accepted Payment Methods:

Taxes and Expenses

All fees are exclusive of taxes. Client is responsible for all taxes, duties and governmental charges, other than taxes on Service Provider's income. Pre-approved out-of-pocket expenses shall be invoiced and reimbursed in accordance with the IO.

Change Orders

Any changes to scope, schedule or budget must be documented in a written change order signed by authorized representatives of both parties. Service Provider shall not be required to commence work on any change until a change order is executed.

Confidentiality

Each party shall maintain in confidence and not disclose Confidential Information of the other party, and shall use such information only to perform its obligations under this Agreement. Confidential Information excludes information that is publicly known, independently developed, or required to be disclosed by law.

Intellectual Property

Ownership: Unless otherwise expressly stated in the applicable IO, Service Provider retains ownership of pre-existing materials and tools. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use Deliverables for the purposes set forth in the IO.

Warranties; Disclaimers

Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement or its willful misconduct. Limitation: Except for liability for gross negligence or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of each party for all claims shall not exceed the total fees paid under the applicable IO in the twelve (12) months preceding the claim.

Termination

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Service Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

Audit Rights and Records

Client may audit records relevant to invoiced fees upon reasonable prior notice, during normal business hours, and no more than once per twelve-month period, subject to confidentiality obligations and reimbursement of Service Provider's reasonable costs for any excessive audits.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws selected in the IO. The parties agree to attempt in good faith to resolve disputes by negotiation and, if unresolved, by binding arbitration as set forth in the IO or, if not specified, by arbitration in a mutually agreed location.

Notices

Notices shall be sent to the addresses set forth in the Parties section or to Billing Contact for invoice delivery. Notice contact for Service Provider:

Notice contact for Client:

Insurance and Compliance

Each party shall maintain insurance policies appropriate to its obligations and customary for the industry. Service Provider shall comply with applicable laws and regulations in performing Services.

Force Majeure and Assignment

Neither party shall be liable for delays caused by events beyond its reasonable control. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Miscellaneous

This Agreement, together with any executed IOs and change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

Acknowledgement and Signatures

The undersigned representatives have the authority to bind their respective parties and hereby execute this Master Services Agreement and the referenced IO.

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