Legal MSLA Agreement

LEGAL MSLA AGREEMENT

This Master Services and License Agreement ("Agreement") is made as of by and between Provider Name: a with principal place of business at ("Provider"), and Client Name: a with principal place of business at ("Client").

RECITALS

WHEREAS, Provider is engaged in the business of providing software, services, support and related professional services and retains all intellectual property and technical expertise necessary to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform services and to obtain a license to certain software and deliverables on the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to govern the general terms under which Provider may perform any statement of work, purchase order or other work order executed under this Agreement.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services and License Agreement and all Exhibits and Statements of Work executed hereunder. "Deliverables" means tangible or intangible work product created by Provider specifically for Client under a Statement of Work. "Background IP" means intellectual property owned or licensed by a party prior to or independently of this Agreement. "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Specific timelines, milestones and acceptance criteria shall be set forth in each Statement of Work. Changes to scope shall be documented in a written change order signed by both parties.

3. LICENSE GRANT; INTELLECTUAL PROPERTY

3.1 Provider hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables and associated documentation solely for Client's internal business purposes, subject to full payment of all fees due under this Agreement. Provider retains all right, title and interest in and to Provider Background IP.

3.2 Client acknowledges that Provider may incorporate pre-existing Provider Background IP into Deliverables. Unless otherwise agreed in writing, Provider grants no ownership of Provider Background IP, and any improvements, modifications or derivative works created by Provider that are not specific to Client's confidential data shall remain Provider Background IP.

4. FEES; EXPENSES; PAYMENT

Client shall pay Provider the fees set forth in each applicable Statement of Work. Unless otherwise stated, invoices are payable within days from date of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information only to perform its obligations under this Agreement. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

6. WARRANTIES; DISCLAIMER

Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of days following acceptance. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from and against claims arising from Client's misuse of Deliverables or Client Data. The indemnifying party's obligations are contingent upon the indemnified party providing prompt written notice, sole control of defense and settlement, and reasonable cooperation.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate for insolvency upon written notice. Termination shall not relieve Client of its obligation to pay fees for services performed or Deliverables delivered prior to termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth below or such other address as either party may designate in writing.

11. AMENDMENT; WAIVER; ASSIGNMENT

Except as otherwise provided herein, this Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver shall be effective unless in writing. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation between senior executives. If unresolved within 30 days, the dispute may be submitted to binding arbitration in accordance with the arbitration rules mutually agreed by the parties.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all Statements of Work and attachments executed hereunder, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship. Headings are for convenience only and do not affect interpretation. Deliverables shall be subject to acceptance procedures set forth in the applicable Statement of Work.

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