Legal MTD Template

LEGAL MTD TEMPLATE

This Master Transaction Document (MTD) is entered into as of Effective Date: by and between Party A: , Entity Type: , with principal place of business at ; and Party B: , Entity Type: , with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services as described in Section 2 and has expertise, resources and capacity to perform transactions governed by this MTD; and

WHEREAS, Party B desires to engage Party A, and Party A is willing to provide such goods and/or services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this MTD establish the master terms that will govern individual Statements of Work, Purchase Orders, or other transaction documents executed pursuant to this MTD.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Agreement" means this MTD together with any Statement of Work, Purchase Order or other document incorporated by reference. 1.2 "Confidential Information" has the meaning set forth in Section 6. 1.3 "Deliverables" means the goods, materials, software and services to be provided by a party pursuant to a Transaction Document.

2. Scope of Transactions

2.1 The parties may enter into individual Transactions by executing Statements of Work or Purchase Orders that reference this MTD. Each Transaction Document shall describe the Deliverables, performance obligations, acceptance criteria and schedule. To the extent of any inconsistency between this MTD and a Transaction Document, the Transaction Document shall control only as to the specific Transaction.

3. Term and Termination

3.1 Term. This MTD commences on the Effective Date and shall continue for an initial period of unless earlier terminated in accordance with Section 3.2.

3.2 Termination. Either party may terminate this MTD or any Transaction Document for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Either party may terminate for insolvency, bankruptcy, or cessation of business immediately upon written notice.

4. Fees, Invoicing and Payment

4.1 Fees. Fees for each Transaction shall be as set forth in the applicable Transaction Document. Unless otherwise agreed, fees are exclusive of taxes and reimbursable expenses.

4.2 Invoicing. Party performing the services shall submit invoices in accordance with the Transaction Document. Payment is due within the agreed payment period following receipt of a properly rendered invoice.

5. Confidentiality

5.1 Confidentiality Obligation. Each party shall (a) hold in confidence all Confidential Information of the other party; (b) use Confidential Information only to perform its obligations under this MTD; and (c) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those contained herein.

5.2 Exclusions. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this MTD, or that the receiving party lawfully received from a third party without an obligation of confidentiality.

6. Intellectual Property

6.1 Background IP. Each party retains all right, title and interest in its pre-existing intellectual property. Nothing in this MTD transfers ownership of Background IP.

6.2 Deliverables. Unless otherwise agreed in a Transaction Document, upon receipt of full payment the performing party grants the receiving party a non-exclusive, non-transferable license to use Deliverables solely for the receiving party's internal business purposes.

7. Representations, Warranties and Disclaimers

7.1 Mutual Representations. Each party represents that it has full power and authority to enter into this MTD and to perform its obligations hereunder.

7.2 Performance Warranty. The performing party warrants that Deliverables will materially conform to the specifications in the applicable Transaction Document for a period of thirty (30) days following acceptance. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS TO TITLE.

8. Indemnification and Limitation of Liability

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from its breach of this MTD, negligence, or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE TRANSACTION DOCUMENT IN THE PRIOR TWELVE (12) MONTHS.

9. Compliance with Laws

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. Each party shall obtain all permits and consents required to perform under this MTD.

10. Notices

10.1 Method. All notices required or permitted under this MTD shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), to the addresses set forth below or such other address as a party designates by notice.

11. Amendments, Waiver and Counterparts

11.1 Amendment. No amendment or modification of this MTD shall be effective unless made in writing and signed by duly authorized representatives of both parties.

11.2 Waiver. A party's failure to enforce any right or remedy shall not constitute a waiver of that right or remedy unless in a signed writing.

11.3 Counterparts. This MTD 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 have the same force and effect as original signatures.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This MTD shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of law principles.

12.2 Entire Agreement. This MTD, together with incorporated Transaction Documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.3 Severability. If any provision of this MTD is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the parties' intent.

13. Miscellaneous Provisions

13.1 Assignment. Neither party may assign this MTD without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of all or substantially all assets, provided the assignee assumes the assigning party's obligations.

13.2 Relationship of Parties. The parties are independent contractors. Nothing in this MTD creates a partnership, joint venture, agency, or employment relationship.

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