MLSA Service Agreement

MLSA Service Agreement

This MLSA Service Agreement (the "Agreement") is made and 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").

Recitals

WHEREAS, Service Provider possesses expertise, personnel and resources to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform certain services and deliverables under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, obligations and remedies with respect to such services and deliverables.

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. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth below. "Services" means the professional services to be performed by Service Provider as described in Section 2. "Deliverables" means the tangible or electronic items produced by Service Provider specifically for Client pursuant to this Agreement. "Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. "Effective Date" means the date first set forth above.

2. Scope of Services

Service Provider shall provide the Services described in the Statement of Work attached hereto as Exhibit A and incorporated by reference. Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Any change to the scope of Services must be documented in a written change order signed by both parties and shall specify any adjustment to fees or schedule.

3. Service Levels and Performance

Service Provider will use commercially reasonable efforts to meet the performance and availability metrics set forth in Exhibit B. If Service Provider fails to meet material service levels, Client shall provide written notice specifying the deficiency and Service Provider shall have thirty (30) days to cure. Repeated or uncured failures shall constitute a material breach under Section 5.

4. Fees, Invoicing and Payment

All fees are exclusive of taxes. Client shall pay undisputed invoices within days of receipt. Service Provider may suspend performance if Client fails to pay undisputed amounts thirty (30) days after written notice.

5. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice. Either party may terminate for convenience upon advance written notice.

6. Confidentiality

Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose it except to employees, agents or subcontractors with a need to know and bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of years. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party or is independently developed without use of the disclosing party’s Confidential Information.

7. Intellectual Property

Except as set forth below, Service Provider retains all right, title and interest in its pre-existing materials, software, tools and methodologies ("Provider Materials"). Client shall own the Deliverables created specifically for Client under this Agreement, subject to Service Provider's ownership of Provider Materials and third party materials. To the extent any Deliverable contains Provider Materials, Service Provider grants Client a nonexclusive, worldwide, royalty-free license to use such Provider Materials solely as incorporated in the Deliverables for Client's internal business purposes.

8. Data Security and Privacy

Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the data and the services provided. Service Provider will promptly notify Client of any unauthorized access to Client Data and will cooperate in remediation consistent with applicable law.

9. Warranties and Disclaimers

Service Provider represents that it will perform Services in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against third-party claims to the extent arising out of (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any claim and shall cooperate in the defense.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Insurance

Service Provider shall maintain insurance coverage reasonably appropriate for the services performed, including commercial general liability and professional liability insurance. Upon request, Service Provider will provide certificates of insurance evidencing such coverage.

13. Compliance with Laws

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including those related to data protection, export controls and labor standards.

14. Notices

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

15. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

16. Amendments; Waiver

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and any waiver must be in writing.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. Jurisdiction for any disputes shall be in the courts located in that jurisdiction.

Governing Law State:

18. Entire Agreement

This Agreement, together with any exhibits and change orders, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

19. Severability

If any provision of this Agreement is held unenforceable or invalid, the remaining provisions will remain in full force and effect and shall be interpreted to achieve the parties' intent as closely as possible.

20. 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 provided by electronic transmission shall be binding.

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