Legal MSA Academy Agreement

Legal MSA Academy Agreement

This Master Services Agreement ("Agreement") is entered into as of by and between Client Name: , a(n) , with principal place of business at (hereinafter "Client"), and Academy Name: , a(n) , with principal place of business at (hereinafter "Academy"). Each of Client and Academy may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Academy develops and delivers professional training programs, educational content, and related instructional services (the "Training Services") for organizations and individuals; and

WHEREAS, Client desires to engage Academy to provide certain Training Services and related deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms governing the provision of Services, the allocation of rights in deliverables and intellectual property, and the Parties' respective responsibilities.

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

1. DEFINITIONS

1.1 "Services" means the training courses, workshops, curriculum, learning materials, in-person or virtual instruction, assessments, and other tasks to be provided by Academy pursuant to Statements of Work executed under this Agreement.

1.2 "Deliverables" means any tangible or electronic work product, materials, reports, or content prepared by Academy for Client under a Statement of Work.

1.3 "Confidential Information" means information disclosed by one Party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential, including pricing, curricula, proprietary training methodologies, student data, and business plans.

2. STATEMENTS OF WORK

2.1 Services shall be described and scheduled in one or more written Statements of Work ("SOW") executed by authorized representatives of the Parties. Each SOW shall reference this Agreement and shall incorporate these terms by reference. To the extent of any conflict between an SOW and this Agreement, the SOW shall control with respect to the specific Services, provided that no SOW shall alter the limitations of liability or intellectual property ownership provisions of this Agreement absent explicit written agreement.

3. FEES AND PAYMENT

3.1 Client shall pay Academy fees set forth in each SOW. Fees may include per-attendee charges, fixed project fees, travel and reasonable out-of-pocket expenses. Unless otherwise stated in an SOW, Academy shall invoice Client upon delivery of the Services or completion milestones identified in the applicable SOW.

3.2 Payment is due within days of the invoice date. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Academy for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the effective date set forth above and shall continue for an initial term of months, and thereafter shall renew automatically for successive one-year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Either Party may terminate this Agreement or any SOW for material breach by the other Party if the breaching Party fails to cure the breach within days after receiving written notice describing the breach. Either Party may terminate for convenience upon days' prior written notice to the other Party, subject to payment for Services performed through the effective date of termination and any non-cancellable commitments.

5. CONFIDENTIALITY

5.1 Each Party agrees to maintain the other's Confidential Information in strict confidence and not to disclose such information to third parties except as required to perform its obligations under this Agreement. Each Party shall use no less than reasonable care to protect Confidential Information.

5.2 Confidential Information shall not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Academy retains all right, title and interest in and to Academy's pre-existing materials, methodologies, course content, software, and tools ("Academy IP"). Client retains all right, title and interest in and to Client's materials provided to Academy.

6.2 Subject to Client's payment of all fees, Academy grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Client's internal training purposes as specified in the applicable SOW. Any use beyond the scope of the license requires Academy's prior written consent and may require additional fees.

7. WARRANTIES; DISCLAIMER

7.1 Academy warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if Academy fails to re-perform in a commercially reasonable time, refund of fees paid for the deficient Services.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, ACADEMY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Academy shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that Academy's Deliverables infringe a third party's issued patent, copyright, or trademark, provided that Client promptly notifies Academy of the claim, cooperates in the defense, and allows Academy to control the defense and settlement of the claim. If a final injunction or settlement restricts Client's use, Academy shall, at its option, obtain the right for Client to continue using the Deliverables, replace or modify the Deliverables to avoid infringement, or refund fees paid for the affected Deliverables.

8.2 Client shall indemnify, defend and hold Academy harmless from and against claims arising from Client's misuse of the Services, Client-provided content, or Client's violation of applicable law.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO ACADEMY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 During the term of this Agreement Academy shall maintain commercial general liability insurance and professional liability insurance sufficient to cover its obligations hereunder. Upon request, Academy will provide certificates of insurance evidencing such coverage.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth above or such other address as either Party may designate by notice in accordance with this Section.

12. ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the performing Party's obligations hereunder.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it later.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, representations, and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes as close as possible to the Parties' original intent.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures exchanged by electronic means shall be binding.

18. ADDITIONAL PROVISIONS

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