Legal MSA and Purchase Order Template

LEGAL MSA AND PURCHASE ORDER TEMPLATE

This Master Services Agreement and Purchase Order (the "Agreement") is entered into as of Effective Date: by and between Client Name: , a Corporation LLC Other with principal place of business at , and Supplier Name: , a Corporation LLC Other with principal place of business at . Client and Supplier may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Supplier is engaged in the business of providing services and/or products described in statements of work and purchase orders; and

WHEREAS, Client desires to procure such services and products from Supplier from time to time pursuant to individual purchase orders incorporating the terms of this Agreement; and

WHEREAS, the Parties intend that the terms and conditions set forth in this Agreement shall govern the relationship between the Parties for all purchase orders issued under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services Agreement and Purchase Order, including exhibits, statements of work and individual purchase orders issued hereunder. 1.2 "Purchase Order" means a document issued by Client specifying goods or services, quantities, pricing, delivery dates and other particulars, which expressly references this Agreement. 1.3 "Services" means the services to be performed by Supplier as described in a Purchase Order or statement of work. 1.4 Terms defined in a Purchase Order or SOW shall have the meanings set forth therein.

2. SCOPE OF SERVICES AND PURCHASE ORDERS

2.1 Services. Supplier shall provide Services and deliverables in accordance with Purchase Orders issued by Client. Each Purchase Order shall be subject to the terms of this Agreement. Supplier shall perform Services in a professional and workmanlike manner consistent with industry standards.

2.2 Formation of Purchase Orders. A Purchase Order becomes a binding agreement when accepted in writing by Supplier or when Supplier begins performance. Purchase Orders shall include a Purchase Order Number: and PO Date: .

3. PURCHASE ORDER DETAILS

The following purchase order line items are issued under this Agreement. Quantities, unit prices and totals shall control for the specific order.

Subtotal:    Taxes:    Shipping & Handling:    Total:

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Supplier the fees set forth in each Purchase Order. Fees are exclusive of taxes unless otherwise stated. 4.2 Invoicing. Supplier shall submit invoices to Client at Invoice Address: with reference to the applicable Purchase Order Number.

4.3 Payment Terms. Unless otherwise stated in a Purchase Order, Client shall pay undisputed invoices within days from the date of invoice. Late payments shall bear interest at a rate of or the maximum allowed by law, whichever is less.

5. CHANGE ORDERS

Any change to the scope, schedule, price or deliverables shall be documented in a written change order signed by authorized representatives of both Parties. Supplier shall not be obliged to perform changed work without an executed change order setting forth adjustments to fees and schedule.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on Effective Date and continues until terminated as set forth herein. Initial Term (months): . 6.2 Termination for Convenience. Either Party may terminate this Agreement or any Purchase Order for convenience upon days' written notice. 6.3 Termination for Cause. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after written notice.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential. 7.2 Obligations. Each Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less protective than this Section; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public other than via breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Background IP. Each Party retains all right, title and interest in its pre-existing intellectual property. 8.2 Deliverables. Unless otherwise specified in a Purchase Order, Supplier grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce and modify deliverables for Client's internal business purposes upon payment in full for such deliverables. 8.3 Third-Party Materials. Supplier shall obtain and pass through to Client any required third-party licenses necessary for Client's use of deliverables.

9. WARRANTIES; DISCLAIMER

9.1 Supplier Warranty. Supplier represents and warrants that (a) Services will be performed in a professional manner consistent with industry standards, and (b) deliverables will materially conform to specifications set forth in the applicable Purchase Order for a period of days after delivery. 9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Supplier's gross negligence, willful misconduct, or breach of intellectual property rights, provided Client gives prompt written notice and reasonable assistance. 10.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL EXCEED OR THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE PURCHASE ORDER, WHICHEVER IS LESS.

11. INSURANCE

Supplier shall maintain and carry at its expense insurance with minimum coverages: Commercial General Liability: ; Professional Liability: ; Workers' Compensation as required by law. Upon request, Supplier will provide certificates of insurance to Client.

12. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state and local laws, regulations and ordinances in performing its obligations under this Agreement, including export controls, anti-corruption laws and employment laws.

13. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth below or to such other address as a Party may designate by notice.

14. ASSIGNMENT; AMENDMENT; WAIVER; COUNTERPARTS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. This Agreement, together with all Purchase Orders and express attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. The Parties acknowledge that they have had the opportunity to review this Agreement with counsel and that any ambiguity shall not be construed against the drafting Party.

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