IT Master Services Agreement

IT MASTER SERVICES AGREEMENT

This IT Master Services Agreement ("Agreement") is made effective as of by and between Service Provider Name: (Entity Type: Corporation LLC Individual ) and Client Name: .

RECITALS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to provide information technology services, including but not limited to systems integration, network administration, cloud services and software development, on the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform certain IT services and deliverables described in Statements of Work issued under this Agreement; and

WHEREAS, the parties intend that this Agreement will govern the general terms and conditions under which Service Provider will provide Services to Client from time to time.

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in the applicable Statement of Work. "Services" means the IT services, deliverables and other work described in a Statement of Work. "Deliverables" means tangible or digital work product delivered to Client pursuant to a Statement of Work.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees described in each Statement of Work. Unless otherwise set forth in a Statement of Work, the general payment terms are as follows.

Invoices not paid within days after the invoice date shall accrue a late fee equal to the greater of (a) per month on the unpaid balance, or (b) .

TERM AND TERMINATION

This Agreement shall commence on the Term Start Date set forth below and shall continue until the Term End Date, unless earlier terminated in accordance with this Agreement.

Term Start Date:    Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. Confidential Information includes business, technical, financial information and any information marked or reasonably considered confidential. The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is (i) public other than by breach of this Agreement, (ii) known to the Receiving Party prior to disclosure without obligation of confidentiality, (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the Disclosing Party is given prompt written notice and opportunity to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a Statement of Work, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, libraries, methodologies, and general skills and know-how ("Background Technology"). To the extent that any Background Technology is incorporated into Deliverables, Service Provider grants Client a nonexclusive, worldwide, royalty-free license to use such Background Technology solely as incorporated in the Deliverables for Client's internal business purposes.

WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy, and Service Provider's entire liability, shall be re-performance of the nonconforming Services or, if Service Provider cannot re-perform, a refund of fees attributable to the nonconforming Services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. Service Provider shall indemnify and hold Client harmless from third-party claims alleging that Deliverables infringe a third party's intellectual property rights, provided Client gives prompt notice and sole control of the defense and settlement to Service Provider and cooperates reasonably.

CHANGE ORDERS

Any material change to the Services, deliverables, schedule or fees shall be made only by a written change order signed by authorized representatives of both parties. Unless a change order is executed, Service Provider shall not be obligated to perform changed work.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the chosen jurisdiction unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and executed change orders, 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 oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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