MSA Service Agreement

MSA Service Agreement

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

RECITALS

WHEREAS, Provider possesses experience and expertise in providing the services described in one or more Statements of Work; and

WHEREAS, Client desires to engage Provider to perform such services from time to time, and Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that each Statement of Work executed under this Agreement shall be subject to the terms and conditions of this Agreement.

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

1.1 "Confidential Information" means any non-public information, whether written or oral, disclosed by one Party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business plans, pricing, technical information, and customer data but excludes information that is publicly known or rightfully received from a third party without an obligation of confidentiality.

1.2 "Deliverables" means the tangible and intangible items to be delivered by Provider to Client as specified in a Statement of Work.

1.3 "Services" means the professional services described in an executed Statement of Work. Capitalized terms not defined herein shall have the meaning ascribed in the applicable Statement of Work.

2. Services and Statements of Work

2.1 Scope. Provider will perform Services as set forth in Statements of Work mutually executed by the Parties. Each Statement of Work will reference this Agreement and will describe the scope, schedule, personnel, deliverables, fees and any specific acceptance criteria.

3. Performance; Acceptance

3.1 Performance Standard. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards. Provider will assign qualified personnel and use reasonable efforts to meet any schedule set forth in a Statement of Work.

3.2 Acceptance. Unless otherwise specified in a Statement of Work, Client will have a period of thirty (30) days following delivery of a Deliverable to test and accept such Deliverable. Failure to provide written notice of nonconformance within the acceptance period will constitute acceptance.

4. Fees, Invoicing and Payment

4.1 Fees. Client will pay Provider the fees set forth in each Statement of Work. Unless a Statement of Work states otherwise, fees are payable within thirty (30) days of Client's receipt of a correct invoice.

5. Change Orders

5.1 Any change to the scope of Services, schedule, or fees shall be documented in a written change order signed by authorized representatives of both Parties. Provider will not be obligated to perform work outside the scope of an executed Statement of Work without a signed change order.

6. Confidentiality

6.1 Obligation. Each Party shall use Confidential Information of the other Party solely to perform its obligations under this Agreement and shall not disclose such Confidential Information except to its employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein.

6.2 Duration. Confidentiality obligations shall continue for three (3) years from the date of disclosure, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

7. Intellectual Property

7.1 Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement grants a Party any rights to the other Party's Background IP except as expressly provided herein.

7.2 Deliverables. Subject to Client's payment of all amounts due and subject to Provider's retained Background IP and third‑party materials, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under a Statement of Work, to the extent such assignment is permitted by applicable law. Provider may retain copies of Deliverables for archival and operational purposes.

8. Warranties; Disclaimers

8.1 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. For any breach of this warranty, Provider will, at its option, re-perform the nonconforming Services or refund the fees for such Services.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

9. Indemnification

9.1 Provider Indemnity. Provider shall defend, indemnify and hold harmless Client from and against any third‑party claims arising out of Provider's gross negligence or willful misconduct in performing the Services or from Provider's breach of Section 7 (Intellectual Property), provided that Client gives prompt written notice of the claim and cooperates in the defense.

9.2 Procedure. The indemnifying Party will control the defense and settlement of any claim, provided that any settlement that admits fault or imposes injunctive relief requires the indemnified Party's prior written consent, not to be unreasonably withheld.

10. Limitation of Liability

10.1 Exclusion. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INDEMNITY, EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Liability cap:

11. Insurance

Provider will maintain insurance customary for the industry, including commercial general liability and professional liability/errors & omissions coverage. Minimum insurance limits:

12. Term and Termination

12.1 Term. This Agreement commences on the Effective Date and will continue for an initial term of year(s) unless earlier terminated in accordance with this Agreement.

12.2 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and expenses incurred up to the effective date of termination and any non‑cancelable obligations.

13. Notices

All notices 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 written notice. Notices will be deemed given upon personal delivery, three (3) days after deposit in the mail, or the next business day after delivery to a nationally recognized overnight courier.

14. Amendments; Waiver; Counterparts

14.1 Amendment. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. Failure by either Party to enforce any right will not constitute a waiver of that right.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means will have the same effect as original signatures.

15. Governing Law; Entire Agreement; Severability

15.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

15.2 Entire Agreement. This Agreement, together with all executed Statements of Work, 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.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties will negotiate in good faith a substitute provision that will achieve the original intent to the greatest extent permitted by law.

16. Miscellaneous

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

16.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of such subcontractors and compliance with the terms of this Agreement.

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