MRA Service Agreement

MRA Service Agreement

This MRA Service Agreement ("Agreement") is entered into as of by and between Client Name: , an entity organized as Corporation LLC Partnership Individual and Service Provider Name: , an entity organized as Corporation LLC Partnership Individual.

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and possesses the experience and technical capacity necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform certain services on the terms and conditions set forth herein and Provider is willing to provide such services to Client; and

WHEREAS, the parties intend this Agreement to govern the provision of services and the allocation of rights and responsibilities between the parties.

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

1. DEFINITIONS

1.1 "Services" means the services to be performed by Provider as described in Section 2 and in any Statement of Work executed under this Agreement. "Work Product" means materials, deliverables, designs, inventions, reports and documentation created by Provider specifically for Client under this Agreement. "Confidential Information" means non-public information disclosed by a party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in each Statement of Work executed by the parties. Each Statement of Work shall identify the scope, deliverables, schedule, acceptance criteria and fees applicable to the Services.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. 3.3 Termination for Cause. Either party may terminate upon material breach by the other party if such breach is not cured within days after written notice of the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each applicable Statement of Work. The initial fee estimate for Services under this Agreement is . Fees are exclusive of taxes unless otherwise stated.

4.2 Invoicing and Payment. Provider shall invoice Client in accordance with the payment schedule in the Statement of Work. Unless otherwise stated, Client shall pay invoices within days of receipt. Late payments shall accrue interest at or the maximum permitted by law, whichever is lower.

5. CHANGE ORDERS

5.1 Any change to the scope, schedule, or fees shall be made only by written change order signed by authorized representatives of both parties. Provider shall not be obligated to perform work outside the scope until a change order is executed.

6. CONFIDENTIALITY

6.1 Each party shall maintain the confidentiality of the other party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care. 6.2 Confidential Information shall not include information that is (a) known to the receiving party without restriction prior to disclosure, (b) becomes publicly known through no breach of this Agreement, (c) is received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in any pre-existing intellectual property and tools used by Provider in performing the Services. 7.2 Unless otherwise provided in a Statement of Work, upon full payment of fees due, Provider grants Client a non-exclusive, royalty-free license to use Work Product solely for Client's internal business purposes. 7.3 Any open source or third-party components incorporated into Work Product shall be subject to their respective licenses and Provider shall disclose such components in writing.

8. WARRANTIES; DISCLAIMERS

8.1 Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy will be re-performance of the deficient Services or, if Provider cannot substantially cure the breach within a reasonable period, a refund of fees paid for the deficient Services. 8.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's negligent performance of the Services or infringement of third-party intellectual property rights by Provider's deliverables, provided Client gives Provider prompt written notice and sole control of defense and settlement.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising out of Client's use of the Work Product in combination with materials not provided by Provider, Client's breach of representations, or Client-provided materials that infringe third-party rights.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Provider shall maintain insurance customary for its industry and sufficient to cover its obligations under this Agreement, including commercial general liability and, where applicable, professional liability insurance in commercially reasonable limits. Provider shall provide certificates of insurance upon Client's request.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and export control laws. Provider shall notify Client of any regulatory restrictions that materially affect the performance of Services.

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 designate by notice in accordance with this Section.

14. AMENDMENT AND WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, together with all Statements of Work and exhibits expressly made part of this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent to the maximum extent permitted by law.

18. 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. Signatures delivered by electronic means shall be binding.

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign.

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