Master Agreement Template

MASTER AGREEMENT TEMPLATE

This Master Agreement ("Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A desires to retain Party B to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform such services and is willing to provide those services pursuant to the terms of this Agreement.

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

1. Scope of Work

Party B shall perform the services described below (the "Services"). The Services shall include, but are not limited to, the tasks and deliverables set forth in the description provided by the parties.

2. Payment Terms

Compensation for the Services shall be as follows and shall constitute full payment for all labor, materials, equipment, overhead, and other costs incurred by Party B unless otherwise agreed in writing.

Party B shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice receipt. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee field above, or if no rate is specified, at the maximum rate permitted by law. All payments are exclusive of taxes; Party A shall be responsible for applicable sales, use, or similar taxes, except for taxes on Party B's net income.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party the notice specified above. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach. Upon termination, Party B shall be entitled to payment for Services performed and reimbursable expenses incurred through the effective date of termination, less any setoffs or damages.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party in connection with this Agreement, whether disclosed orally, visually, or in writing. Each receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who need access to perform the receiving party's obligations, provided such persons are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the disclosing party gives prompt notice and cooperates to seek confidential treatment.

5. Independent Contractor; Insurance

Party B is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties. Party B shall be solely responsible for withholding and payment of all income taxes and payroll taxes related to its performance. Party B shall maintain insurance adequate to cover its obligations under this Agreement and shall provide certificates of insurance upon reasonable request.

6. Warranties; Remedies

Party B warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth herein, no other warranties are made and each party disclaims all other express or implied warranties to the maximum extent permitted by law. The remedies provided in this Agreement are the exclusive remedies for breach of the warranty set forth above.

7. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Party B under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for any consequential, incidental, special, or punitive damages.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, the parties may pursue any available legal remedies in courts located in the governing state.

9. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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