MSA Delivery Agreement

MSA Delivery Agreement

This Master Services Agreement — Delivery Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , and Service Provider Name: . Each of the foregoing may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into a Master Services Agreement setting forth general terms under which the Service Provider will perform services for the Client; and

WHEREAS, the Parties desire to document specific delivery obligations, acceptance criteria, schedules, and payment terms for the Deliverables described below; and

WHEREAS, the Parties intend for this Agreement to supplement and, where inconsistent, govern with respect to delivery-related matters under the Master Services Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the goods, software, documentation, reports and other items to be delivered by Service Provider to Client as described in Section 2 and in any SOW incorporated by reference. 1.2 "Acceptance" means Client's written acknowledgement that Deliverables satisfy the Acceptance Tests set forth in Section 3. 1.3 "Acceptance Tests" means the objective tests and criteria described in Section 3.1 by which Client will evaluate the Deliverables.

2. SCOPE OF DELIVERABLES

2.1 Deliverables. Service Provider shall deliver the following Deliverables to Client in accordance with the terms of this Agreement:

2.2 Project Contacts. The Parties will designate single points of contact for day-to-day coordination and notices as set forth below.

3. DELIVERY SCHEDULE AND ACCEPTANCE

3.1 Delivery Schedule. Service Provider shall deliver each Deliverable in accordance with the schedule below. Time is of the essence as to all delivery dates. Failure to meet a delivery date shall entitle Client to the remedies in Section 3.4.

3.2 Acceptance Tests. Each Deliverable shall be subject to Acceptance Tests defined as: functionality consistent with the specification, no material defects, and successful completion of the test cases set forth in the applicable SOW. Client shall notify Service Provider of Acceptance or Rejection within Ten (10) business days of receipt.

3.3 Remedy on Rejection. If Deliverables fail Acceptance Tests, Service Provider shall, at its expense, promptly correct or replace the Deliverables and resubmit for Acceptance. Re-delivery shall not extend payment obligations unless mutually agreed in writing.

3.4 Delay. If Service Provider anticipates a delay, it shall provide written notice to Client describing the cause, expected duration and proposed mitigation. If Service Provider fails to cure a material delay within thirty (30) days after notice, Client may, in addition to other rights, terminate the applicable SOW for cause and recover any direct damages reasonably resulting from the delay.

4. CHANGE ORDERS

Any changes to scope, schedule or price shall be made only by a written Change Order signed by authorized representatives of both Parties. Each Change Order shall describe the change, impact on schedule and fees, and new Acceptance criteria if applicable.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Service Provider the fees set forth below, subject to Section 5.2. Unless otherwise specified, fees are due within thirty (30) days of Client's invoice and acceptance of the applicable Deliverable.

5.2 Invoicing. Invoices shall itemize Deliverables, milestone achieved, and any expenses. Client may reasonably withhold payment for nonconforming Deliverables until cure or replacement.

6. TAXES

Each Party shall be responsible for its own taxes arising from this Agreement. Client shall withhold and remit applicable taxes where required by law and shall provide Service Provider any necessary documentation to support tax treatment.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party retains all rights in its Background IP. Nothing in this Agreement transfers ownership of Background IP.

7.2 Deliverable IP. Unless otherwise agreed in a written SOW, Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use Deliverables solely for Client's internal business purposes. If the Parties agree that ownership of a specific Deliverable will transfer to Client, such transfer must be expressly stated in a signed Change Order and conditioned on full payment.

8. CONFIDENTIALITY

Each Party shall maintain the other's Confidential Information in confidence and shall not disclose it except to employees and subcontractors with a need to know. Confidential Information does not include information that is publicly known other than by breach of this Agreement, independently developed, or rightfully obtained from a third party.

9. WARRANTIES

Service Provider warrants that (a) it has the full power and authority to enter into this Agreement, (b) Deliverables will materially conform to the specifications and be free from material defects for a period of ninety (90) days after Acceptance, and (c) services will be performed in a professional and workmanlike manner in accordance with industry standards.

10. INDEMNIFICATION

10.1 Provider Indemnity. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from third-party claims alleging that the Deliverables infringe any third-party intellectual property rights, provided Client gives prompt written notice and cooperates in the defense.

10.2 Client Indemnity. Client shall indemnify Service Provider from liabilities arising from Client-provided materials, Client's misuse of the Deliverables, or Client's failure to fulfill its obligations under this Agreement.

11. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, a Party's indemnification obligations, or infringement claims, neither Party shall be liable for indirect, incidental, consequential or punitive damages. Each Party's aggregate liability for direct damages arising from or relating to this Agreement shall not exceed the total fees paid for the specific Deliverable giving rise to the claim in the twelve (12) months preceding the claim.

12. INSURANCE

Service Provider shall maintain commercially reasonable insurance appropriate to its services, including general liability and professional liability coverage, and shall provide certificates upon Client request.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall commence on the Effective Date and continue until all Deliverables are accepted and paid or until earlier termination as provided herein.

13.2 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 written notice.

13.3 Effects of Termination. Upon termination, Service Provider shall deliver all completed work and Client shall pay for all Deliverables accepted and work performed to the date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Severability shall survive termination.

14. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the contacts set forth below by certified mail, nationally recognized overnight courier, or email with confirmation. Notices shall be effective upon receipt.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right is a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws selected by the Parties below without regard to conflict of laws principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any incorporated SOWs and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision is found invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate a valid substitute provision that most closely effects the Parties' intent.

18. MISCELLANEOUS PROVISIONS

18.1 Subcontracting. Service Provider may subcontract work only with Client's prior written consent, which shall not be unreasonably withheld. Service Provider remains responsible for performance of subcontractors.

18.2 Assignment. Neither Party may assign its rights or obligations without the prior written consent of the other Party, except to a successor by merger or sale of substantially all assets.

Sign Now