Professional MSA Service Agreement

PROFESSIONAL MASTER SERVICES AGREEMENT

This Master Services Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: , a Corporation LLC Individual with principal place of business at (Client), and Provider Name: , a Corporation LLC Individual with principal place of business at (Provider).

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services including but not limited to consulting, project management, and technical services; and

WHEREAS, Client desires to retain Provider to perform certain services as described in one or more Statements of Work executed pursuant to this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services Agreement and all Statements of Work entered into hereunder. "Statement of Work" or "SOW" means a written document executed by the parties that describes specific Services, Deliverables, schedule and Fees. "Deliverables" means tangible work product delivered to Client as set forth in an SOW. "Confidential Information" has the meaning set forth in Section 7.

2. SERVICES

2.1 Provider shall perform the services described in each SOW in a professional and workmanlike manner consistent with industry standards. The scope of Services for the initial engagement is:

2.2 Provider shall assign qualified personnel to perform Services. Client may request replacement of personnel for reasonable cause; Provider will promptly consider and, if feasible, effect such replacement.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Individual SOWs shall state their applicable term and may survive expiration or termination of this Agreement as specified therein.

3.2 Termination for Convenience. Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement or a SOW upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. Standard billing rates are stated in the applicable SOW: Billing Rate:

4.2 Invoicing. Provider will invoice Client monthly (or as otherwise set forth in the applicable SOW) for Services performed and expenses incurred. Invoices shall itemize Services, personnel, hours, and expenses.

4.3 Payment Terms. 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 lawful rate.

4.4 Expenses. Client will reimburse reasonable preapproved out-of-pocket expenses incurred by Provider in performing the Services upon submission of receipts.

5. CHANGE ORDERS

Any changes to an SOW shall be documented in a written change order signed by authorized representatives of both parties, specifying the change in scope, schedule, and any adjustment to fees or deliverables.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means confidential or proprietary information disclosed by either party that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. The receiving party shall: (a) use Confidential Information solely for performance or receipt of the Services; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to those representatives with a need to know who are bound by confidentiality obligations no less restrictive than this Section.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by the receiving party's breach; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each party retains all right, title and interest in and to its Background Intellectual Property. "Background Intellectual Property" means IP that is owned or controlled by a party prior to the Effective Date or developed independently outside the scope of this Agreement.

7.2 Deliverables; Assignment. Unless otherwise agreed in an SOW, Provider hereby assigns to Client all right, title and interest in and to the Deliverables, provided Client has paid all amounts due for such Deliverables. Provider retains ownership of methodologies, templates, tools and general know-how used or developed in connection with the Services, even if incorporated into Deliverables, subject to Client's rights in the Deliverables.

8. WARRANTIES; DISCLAIMER

8.1 Provider represents that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. Provider further represents that it has the right and authority to grant the rights and licenses granted in this Agreement.

8.2 EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, provided Client gives Provider prompt written notice and sole control of the defense and settlement of such claim.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider against claims arising from Client-provided materials, Client's misuse of Deliverables, or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

10.2 THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Provider shall maintain commercial general liability, professional liability (errors and omissions), and workers' compensation insurance with limits adequate for the Services to be performed. Upon request, Provider will provide certificates of insurance evidencing coverages.

12. INDEPENDENT CONTRACTOR; TAXES

12.1 Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship between the parties.

12.2 Each party shall be responsible for its own taxes, withholdings and other statutory obligations arising from performance under this Agreement.

13. SUBCONTRACTING

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

14. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement.

15. DATA PROTECTION

To the extent Provider processes personal data on behalf of Client, Provider shall implement and maintain appropriate technical and organizational measures to protect such personal data and shall process such data only on Client's documented instructions as set forth in the applicable SOW.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (with confirmation). Notices are effective upon receipt.

17. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

18. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted.

19. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for any disputes arising out of this Agreement.

20. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

20.1 Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.

20.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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

SIGNATURES

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