Master Service Agreement

MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") is entered into as of Effective Date: , by and between Client Name: whose principal place of business is Client Address: (the "Client"), and Service Provider Name: whose principal place of business is Provider Address: (the "Provider").

RECITALS

WHEREAS, the Provider has expertise in providing the services described in this Agreement and is willing to provide such services to the Client on the terms and conditions set forth herein; and

WHEREAS, the Client desires to engage the Provider to perform services as may be set forth in one or more Statements of Work executed under this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the general terms applicable to all Statements of Work and any services the Provider performs for the Client.

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

1. DEFINITIONS

1.1 "Agreement" means this Master Service Agreement and all Statements of Work incorporated herein. "Statement of Work" or "SOW" means a document executed by both parties describing specific services, deliverables, schedule, and fees. "Deliverables" means the tangible work product to be delivered to the Client under a SOW. "Confidential Information" has the meaning set forth in Section 5.

2. SCOPE OF SERVICES

2.1 Provider Obligations. The Provider shall perform services specified in each SOW in a professional and workmanlike manner in accordance with industry standards. Provider shall use qualified personnel and shall be responsible for the performance and supervision of its personnel.

2.2 Change Orders. Any changes to a SOW, including scope, schedule, or fees, shall be made only by written change order signed by authorized representatives of both parties. The change order shall set forth any adjustments to the schedule and compensation.

2.3 Acceptance. Unless a SOW specifies acceptance criteria, the Client shall have thirty (30) days after delivery to review and either accept or provide written notice of nonconformance. If the Client notifies the Provider of nonconformance, Provider shall correct defects promptly at no additional cost.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, will continue until terminated by either party upon thirty (30) days' prior written notice with respect to future SOWs; existing SOWs shall continue for their stated term unless terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement or any SOW for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Provider shall cease work and deliver to Client all completed Deliverables and any work in progress for which Client has paid. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and payment shall survive termination.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. Fees are payable in accordance with the payment schedule in the applicable SOW. Unless otherwise stated, all fees are stated in the currency specified in the SOW.

4.2 Invoicing and Payment. Provider shall submit invoices in accordance with the SOW. Client shall pay undisputed amounts within thirty (30) days of receipt of a correct invoice. Disputed amounts shall be resolved promptly and the undisputed portion paid per invoice terms.

4.3 Taxes and Withholding. Unless otherwise agreed, Client shall be responsible for sales, use, value-added, and other taxes imposed on the transactions contemplated by this Agreement. Client may withhold amounts as required by applicable law and shall provide Provider with documentation of such withholding.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by a party (Discloser) to the other (Recipient) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Recipient shall use Confidential Information solely to perform its obligations under this Agreement, shall protect it with at least the same degree of care as Recipient uses to protect its own confidential information, and shall not disclose it to third parties except as permitted herein. Recipient may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach by Recipient, (b) was known to Recipient prior to disclosure, (c) is rightfully received from a third party without confidentiality obligations, or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each party retains all right, title and interest in its preexisting intellectual property and any intellectual property developed outside the scope of this Agreement ("Background IP").

6.2 Deliverables. Unless otherwise set forth in a SOW, upon full payment of fees due for the Deliverables, Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under the applicable SOW. Provider retains ownership of Provider's Background IP and tools, and grants Client a nonexclusive, perpetual, worldwide license to any Background IP embedded in the Deliverables solely to the extent necessary to use the Deliverables for Client's internal business purposes.

6.3 Third-Party Materials. To the extent Deliverables incorporate third-party materials, Provider shall identify such materials and pass through to Client any existing third-party license terms. Provider shall not incorporate open source software that imposes obligations contrary to Client's proprietary use without Client's prior written consent.

7. WARRANTIES; DISCLAIMER

7.1 Provider Warranty. Provider represents and warrants that (a) the services will be performed in a professional and workmanlike manner in accordance with recognized industry standards; and (b) it has the corporate power and authority to enter into this Agreement and to grant the rights granted herein.

7.2 Exclusive Remedy. Client's exclusive remedies and Provider's entire liability for breach of the warranties set forth in Section 7.1 shall be, at Provider's option, re-performance of the nonconforming services or refund of the fees paid for the deficient services.

7.3 Disclaimer. Except as expressly set forth herein, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Cap on Liability. Except for liability arising from willful misconduct, fraud, or a party's indemnification obligations under Section 9, the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or payable to Provider under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim.

8.2 Excluded Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

9.1 By Provider. Provider shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any third-party claims arising out of or resulting from (a) Provider's breach of Section 6 (Intellectual Property) or (b) Provider's gross negligence or willful misconduct in performing the services.

9.2 By Client. Client shall indemnify, defend and hold harmless Provider and its affiliates, officers, directors and employees from and against any third-party claims arising out of or resulting from Client's negligent or willful acts, or Client's breach of confidentiality obligations.

10. INSURANCE

Provider shall maintain, at its expense, insurance coverage appropriate to the services provided including commercial general liability and workers' compensation as required by applicable law. Upon request, Provider will provide certificates of insurance evidencing such coverage.

11. DATA PROTECTION

11.1 Processing. To the extent Provider processes personal data on behalf of Client, Provider shall process such data only on documented instructions from Client and in accordance with applicable data protection laws. Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

11.2 Subprocessors. Provider shall not engage subprocessors without Client's prior written consent, except for subprocessors disclosed in a SOW. Provider shall remain liable for the acts and omissions of its subprocessors.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state, and local laws, rules and regulations in performing its obligations under this Agreement, including export control and anti-corruption laws. Neither party shall knowingly take actions that would cause the other to be in violation of applicable law.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations.

15. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the SOW or, if none is specified, the laws of the state or jurisdiction of the Client's principal place of business, without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

This Agreement, together with all SOWs and any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that approximates the intent of the invalid provision.

19. COUNTERPARTS

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. Signatures delivered by electronic means shall be binding.

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