Master Services Agreement and Service Level Agreement

MASTER SERVICES AGREEMENT AND SERVICE LEVEL AGREEMENT

This Master Services Agreement and Service Level Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: , a organized under the laws of , with principal place of business at (Service Provider), and Client Name: , a organized under the laws of , with principal place of business at (Client). Service Provider and Client are each a Party and collectively the Parties.

RECITALS

WHEREAS, Service Provider operates and maintains certain technical systems, services, and personnel capable of delivering the services described in this Agreement; and

WHEREAS, Client desires to procure from Service Provider certain services as set forth in the Service Description and associated Service Levels, and Service Provider is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties intend for this Agreement to document their respective rights and obligations, including service performance standards, remedies for non-performance, fees, confidentiality, and intellectual property allocation.

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

1. DEFINITIONS

1.1 "Services" means the professional services, managed services, software-as-a-service, and related deliverables described in the Service Description field below and any Statements of Work executed under this Agreement.

1.2 "Service Levels" means the measurable performance standards set forth in Section 4 of this Agreement applicable to the Services.

1.3 "Confidential Information" has the meaning set forth in Section 8.

2. SERVICES

2.1 Service Description. Service Provider shall provide the Services in accordance with the Service Description below and all express terms of this Agreement.

2.2 Performance. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall assign qualified personnel to perform the Services.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Renewal. This Agreement shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the then-current term expiration.

3.3 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach, except where a longer cure period is reasonably required.

4. SERVICE LEVELS; REMEDIES

4.1 Availability. Service Provider shall target service availability of % measured monthly and calculated as (TotalAvailableTime - Downtime)/TotalAvailableTime.

4.2 Incident Response. Service Provider shall acknowledge incidents within hours and shall provide a remediation plan for severity 1 incidents within hours of acknowledgement.

4.3 Service Credits. If Service Provider fails to meet a Service Level in a given measurement period, Client shall be entitled to a Service Credit calculated as follows: . Service Credits are Client's sole and exclusive remedy for Service Provider's failure to meet Service Levels.

4.4 Exceptions. The Service Levels do not apply to failures caused by: (a) force majeure as set forth in Section 14; (b) Client's misuse or unauthorized modification; or (c) scheduled maintenance for which Service Provider provided prior notice.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Service Provider the fees set forth in the fees fields below in consideration for the Services. All fees are non-refundable except as expressly provided in this Agreement.

5.2 Invoicing and Payment Terms. Service Provider will invoice Client monthly in advance (or as otherwise stated in a Statement of Work). Unless otherwise agreed, payment is due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. The receiving Party shall (a) not use Confidential Information except to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to personnel and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

6.3 Exceptions. Confidential Information does not include information that is (a) or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully in possession of the receiving Party prior to disclosure; (c) rightfully obtained from a third party without breach of an obligation of confidentiality; or (d) independently developed without use of the disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property and tools, methodologies, and materials developed independent of this Agreement.

7.2 Deliverables. Except as otherwise agreed in a Statement of Work, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use Deliverables provided as part of the Services solely for Client's internal business operations.

8. DATA SECURITY AND PRIVACY

8.1 Security Measures. Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration or destruction.

8.2 Data Processing. Service Provider shall process Client Data only on the documented instructions of Client and in compliance with applicable data protection laws. Upon termination, Service Provider shall return or destroy Client Data as directed by Client, except as required by applicable law.

9. WARRANTIES; DISCLAIMER

9.1 Warranties. Service Provider warrants that the Services will be performed materially in accordance with the Service Description and with reasonable skill and care. For any breach of this warranty, Client's exclusive remedy shall be re-performance of the Services or, if Service Provider cannot cure the breach within a reasonable period, termination of the affected Services and refund of prepaid fees for the affected Services.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

11.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client from and against all third-party claims alleging that the Services or Deliverables infringe a third party's intellectual property rights, provided Service Provider is notified promptly and given control of the defense and reasonable cooperation.

11.2 By Client. Client shall defend, indemnify and hold harmless Service Provider from and against claims arising from Client Data, Client's breach of this Agreement, or Client's modification of the Services.

12. 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 designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

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

13.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 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.

14. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental action, labor disputes, or third-party service failures (Force Majeure Event). The affected Party shall give prompt notice and use commercially reasonable efforts to resume performance.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction entered below without regard to its conflicts of law principles. Governing law jurisdiction:

15.2 Entire Agreement. This Agreement, including any Statements of Work, exhibits, and attachments executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, and representations, written or oral, relating to its subject matter.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to carry out the Parties' intentions to the greatest extent permitted by law.

16. MISCELLANEOUS PROVISIONS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes Service Provider's obligations.

16.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

ADDITIONAL SERVICE LEVEL PARAMETERS

SIGNATURES

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