MSA Service Contract with Order Form

MSA Service Contract with Order Form

This Master Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , an entity organized as Entity Type: Corporation LLC Individual, with principal place of business at ; and Service Provider Name: , an entity organized as Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Client desires to procure certain services from Provider as set forth in individual Statements of Work or Order Forms executed under this Agreement; and

WHEREAS, Provider represents that it has the skill, personnel and resources to perform such services and is willing to provide such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider shall perform services and Client shall order and pay for such services.

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

1. DEFINITIONS

1.1 "Services" means the services to be provided by Provider as described in an Order Form or Statement of Work governed by this Agreement. 1.2 "Order Form" means the form attached to or executed under this Agreement specifying the scope, deliverables, pricing and schedule for Services. 1.3 "Effective Date" means the date set forth above. 1.4 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

2. TERM; ORDER FORMS

2.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with Section 7, continues for an initial period of months and thereafter will automatically renew for successive periods of months unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Order Forms. Each Order Form executed by the parties shall describe the scope of Services, deliverables, schedule, acceptance criteria, fees, and any special terms. An Order Form becomes effective upon execution by authorized representatives of both parties and is governed by this Agreement.

3. SCOPE OF SERVICES

3.1 Provision of Services. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards. Provider shall allocate qualified personnel and shall be responsible for the supervision and direction of such personnel.

3.2 Change Orders. Any change to the Services, schedule, or fees shall be documented in a written change order signed by both parties. Provider shall not be obligated to perform out-of-scope work without a signed change order.

4. FEES; INVOICING; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each Order Form. Fees shall be as described: one-time fees, recurring fees, and unit rates as applicable.

4.2 Invoicing and Payment Terms. Provider will invoice Client in accordance with the Order Form. Unless otherwise stated, amounts are due net days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

ORDER FORM (to be completed for each engagement)

Quantity: Unit Price: Estimated Total:

Quantity: Unit Price: Estimated Total:

5. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other party in strict confidence and to use such Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information. The obligations set forth in this Section survive termination of this Agreement for a period of three (3) years.

6. INTELLECTUAL PROPERTY

Unless otherwise set forth in an Order Form, Provider retains all right, title and interest in Provider's pre-existing materials and in any tools, templates, methodologies or software used to deliver the Services ("Provider Materials"). Client shall own all deliverables specifically created for Client in the performance of Services and paid for in full ("Client Deliverables"). Provider hereby grants to Client a non-exclusive, perpetual, worldwide license to use Provider Materials embedded in Client Deliverables to the extent necessary to use the Client Deliverables for Client's internal business purposes.

7. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

8. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

Provider represents that it will perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify and hold harmless Provider from and against any third-party claims arising out of Client's negligence, misuse of deliverables, or material breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance with limits reasonable for the scope of Services. Upon request, Provider will provide certificates evidencing such coverage.

12. TAXES; COMPLIANCE WITH LAWS

Unless otherwise agreed, fees do not include taxes. Client shall be responsible for any sales, use, value-added or other transactional taxes attributable to the Services, except taxes based on Provider's net income. Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement.

13. NOTICES

Notices shall be in writing and shall be delivered by hand, certified mail return receipt requested, or nationally recognized overnight courier, and shall be deemed given upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement, together with all executed Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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