Home Application MSA

HOME APPLICATION MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Address: , and Service Provider Name: , Address: .

RECITALS

WHEREAS, Client operates a residential property or properties and requires certain home-related services and digital home application services (including intake, coordination, scheduling and related deliverables) as described in individual Work Orders; and

WHEREAS, Provider possesses the skills, experience and personnel necessary to perform the services contemplated by this Agreement and is willing to provide such services subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Services shall be performed pursuant to individual Work Orders issued under this Agreement. Each Work Order shall describe specific deliverables, performance standards, schedule and acceptance criteria. The initial Work Order title: , anticipated deliverable description summarized above, and estimated completion date: .

PAYMENT TERMS

Deposit required (if any): . Invoices shall be due within days of receipt. Late payments shall incur a late fee of either % per month or a flat fee of , whichever is greater.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement or any Work Order for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate for material breach upon thirty (30) days' written notice if the breaching party fails to cure such breach within that period. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments made prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret.

INSURANCE; INDEMNITY; LIMITATION OF LIABILITY

Provider shall maintain, at its expense, commercially reasonable insurance coverage appropriate to the services provided, including general liability and, where applicable, workers' compensation and professional liability. Provider agrees to indemnify, defend and hold Client harmless from and against any third-party claims to the extent arising out of Provider's negligent acts or omissions or willful misconduct in performing the Services. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total fees paid under the applicable Work Order during the twelve (12) months preceding the event giving rise to liability.

INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider is solely responsible for all taxes, withholdings and other statutory obligations of an employer or independent contractor.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

ENTIRE AGREEMENT

This Agreement, together with any Work Orders and attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the contact information provided in this Agreement. If any provision is held unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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