Legal MSLA Document

MASTER SERVICES AND LICENSE AGREEMENT (MSLA)

This Master Services and License Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (an entity organized as Corporation LLC Other) and Provider Name: (an entity organized as Corporation LLC Other).

RECITALS

WHEREAS, Provider develops, licenses and operates certain software, systems, and services and offers ongoing support, maintenance and hosting in connection therewith; and

WHEREAS, Client desires to obtain, and Provider desires to grant, a license to use the software and to provide the services, each on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the provision of recurring services, associated service levels, fees, and any software license granted by Provider to Client.

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

1. DEFINITIONS

1.1 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of fifty percent (50%) or more of the voting power.

1.2 "Services" means the hosting, maintenance, support, and professional services described in Schedule A and any Statements of Work executed under this Agreement.

1.3 "Software" means Provider's proprietary software made available to Client pursuant to this Agreement and any associated documentation and updates.

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all fees, Provider hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to access and use the Software and Documentation during the Term solely for Client's internal business purposes.

2.2 Restrictions. Client shall not: (a) copy, modify, or create derivative works of the Software except as expressly authorized; (b) sublicense, sell, rent, lease, or distribute the Software to third parties; (c) reverse engineer or attempt to derive the source code; or (d) remove proprietary notices.

3. SERVICES AND SERVICE LEVELS

3.1 Services. Provider shall perform the Services described in Schedule A in a professional and workmanlike manner consistent with industry standards.

3.2 Service Levels. Provider will use commercially reasonable efforts to achieve an availability target of % measured monthly. If Provider fails to meet the availability target for a given month, Client may request a service credit equal to % of the monthly fee, subject to the limitations and exceptions set forth herein.

3.3 Measurement and Remedies. Service credits are Client's sole and exclusive remedy for any failure to meet the service levels. To receive a credit, Client must submit a written claim to Provider within days of the end of the month in which the failure occurred, specifying metrics and supporting logs.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work or Schedule. Initial setup fee: . Recurring fee: per .

4.2 Payment Terms. Unless otherwise stated, invoices are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall be for a period of months from the Effective Date (the "Initial Term"), and shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

5.3 Effect of Termination. Upon termination, Client shall cease use of the Software and Services, return or destroy Provider Confidential Information, and pay all accrued fees through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Survival shall survive termination.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is or becomes publicly known through no breach, is rightfully received from a third party without restriction, or is independently developed.

6.2 Obligations. Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement, and (c) limit disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations.

6.3 Compelled Disclosure. If a receiving party is compelled to disclose Confidential Information by law or order of a court or governmental authority, it shall give the disclosing party prompt notice where legally permitted and cooperate to seek protective measures.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to the Software, Documentation, and improvements thereto. Client retains all right, title and interest in and to Client Data and any intellectual property owned or provided by Client.

7.2 License to Client Data. Client grants Provider a non-exclusive, limited right to use, copy, transmit, and display Client Data as necessary to provide the Services, to perform backups, and to comply with the Agreement.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Provider warrants that it will provide Services in a professional and workmanlike manner consistent with prevailing industry standards. Provider's sole obligation for breach of this warranty shall be to re-perform the deficient services or, if Provider cannot cure, to refund the fees paid for the deficient portion of Services.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third-party claim alleging that the Software as delivered infringes any issued U.S. patent, copyright, or trade secret, provided Client promptly notifies Provider, gives control of the defense to Provider, and reasonably cooperates. Provider's obligations do not apply to infringements arising from Client Data, third-party products, or Client's unauthorized modifications.

9.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against any third-party claim arising from Client Data, Client's use of the Software in violation of this Agreement, or Client's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOSS OF BUSINESS.

10.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR MONTHS.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email (with confirmation):

12. AMENDMENTS, WAIVER, COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of either party to enforce any right shall not constitute a waiver of that right in the future unless the waiver is in writing and signed by the waiving party.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision.

13.3 Entire Agreement. This Agreement, together with all Schedules and Statements of Work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

SCHEDULE A — DESCRIPTION OF SERVICES

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