MSA Service Contract

MSA SERVICE CONTRACT

This Master Service Agreement (the "Agreement") is made as of Effective Date: by and between Service Provider Name: with address and Client Name: with address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to those described in a Statement of Work;

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

WHEREAS, the parties intend that individual Statements of Work executed under this Agreement will set forth specific services, deliverables, schedules and pricing.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Service Agreement including all Schedules and Statements of Work executed hereunder. "Statement of Work" or "SOW" means a written document executed by both parties that describes the Services, Deliverables, timelines and Fees.

1.2 "Services" means the services to be performed by Service Provider as set forth in each SOW. "Deliverables" means the tangible or electronic items to be delivered to Client as specified in a SOW.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform the Services described in each SOW in a professional and workmanlike manner in accordance with applicable industry standards. Each SOW shall incorporate the terms of this Agreement and, in the event of a conflict, the terms of the SOW shall control as to the particular Services only.

3. TERM; TERMINATION

3.1 Term. The initial term shall commence on the Effective Date and continue for an initial period of unless earlier terminated as provided herein. Renewal terms, if any, shall be set forth in an SOW or by written amendment.

3.2 Termination for Cause. Either party may terminate this Agreement or any SOW for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate an SOW for convenience upon days' prior written notice to the other party, subject to payment for Services performed through the effective date of termination.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the Fees set forth in each SOW. Unless otherwise stated, Fees are expressed in U.S. dollars and exclusive of taxes. Fees for time-and-materials work shall be invoiced in accordance with agreed rates.

4.2 Invoices; Payment Terms. Service Provider shall invoice Client in accordance with SOW billing milestones. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or professional advisers who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure as shown by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. Disclosure compelled by law shall be permitted only to the extent required and the receiving party shall provide prompt notice to the disclosing party.

6. INTELLECTUAL PROPERTY

6.1 Background Intellectual Property. Each party retains all right, title and interest in its Background IP. No license is granted except as expressly set forth in this Agreement or an SOW.

6.2 Deliverables; Ownership. Unless otherwise specified in a SOW, upon full payment of Fees for the applicable SOW, Service Provider assigns to Client all right, title and interest in the Deliverables created exclusively for Client under such SOW. Service Provider retains ownership of all underlying methodologies, tools, templates and pre-existing works used or incorporated in the Deliverables, and hereby grants Client a non-exclusive, perpetual, worldwide license to use such underlying materials solely in connection with the Deliverables.

7. WARRANTIES; DISCLAIMER

7.1 Service Provider Warranty. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. For any material breach of this warranty, Service Provider's sole and exclusive obligation and Client's sole and exclusive remedy shall be re-performance of the nonconforming Services or, if Service Provider cannot substantially correct such breach within a commercially reasonable time, a refund of Fees paid for the nonconforming Services.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Special Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR , whichever is greater.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims alleging that the Deliverables infringe any third-party patent, copyright or trade secret, provided Client gives Service Provider prompt written notice and sole control of the defense and settlement, and reasonable cooperation.

9.2 By Client. Client shall indemnify and hold harmless Service Provider from claims arising out of Client's misuse of the Deliverables, Client Data, or Client's breach of this Agreement.

10. INSURANCE

Service Provider shall maintain at its expense during the term of this Agreement commercial general liability insurance, professional liability/errors & omissions insurance and workers' compensation as required by law. Upon reasonable request, Service Provider shall provide certificates evidencing such coverage.

11. COMPLIANCE; DATA PROTECTION

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, loss or disclosure.

12. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services so long as Service Provider remains responsible for performance and compliance with this Agreement. Service Provider shall ensure subcontractors are bound by obligations consistent with this Agreement, including confidentiality obligations.

13. CHANGES

Changes to the scope, schedule, or Fees shall be made only by a written change order signed by authorized representatives of both parties. Change orders shall describe the change, any adjustment to Fees, and the revised schedule.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as either party may designate by written notice in accordance with this Section. Notices shall be effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

15.2 Waiver. No waiver of any term or breach shall be effective unless in writing. Failure to enforce a right shall not be deemed a waiver of that right.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

16.2 Entire Agreement. This Agreement, together with any SOWs and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

17. MISCELLANEOUS

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

17.2 Publicity. Neither party shall issue any press release or make any public statement relating to the relationship or work performed under this Agreement without the other party's prior written consent, except as required by law.

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