Professional Services MPSA Agreement

Professional Services MPSA Agreement

This Master Professional Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , an entity organized under the laws of with principal place of business at ("Provider"), and Client Name: , an entity organized under the laws of with principal place of business at ("Client"). Provider and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is in the business of providing professional services, including but not limited to consulting, design, development, integration, implementation and related advisory services (the "Services");

WHEREAS, Client desires to engage Provider to perform certain Services as set forth in individual statements of work executed pursuant to this Agreement; and

WHEREAS, the Parties intend that this Agreement establish the general terms and conditions that will govern the provision of Services and delivery of Deliverables under any statement of work executed hereunder.

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

1. DEFINITIONS

1.1 "Statement of Work" or "SOW" means a written document signed by both Parties describing the Services to be performed, project schedule, acceptance criteria, Fees and expenses applicable to a specific engagement. Each SOW shall be governed by this Agreement.

1.2 "Deliverables" means tangible results or work product that Provider is required to deliver to Client under an SOW, excluding Provider's pre-existing tools, methodologies and general skills.

2. SCOPE OF SERVICES

Provider shall provide the Services described in each SOW executed under this Agreement. The initial SOW title: . A detailed description of Services for the initial engagement is set forth below and in the attached SOW.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with this Agreement. Each SOW may specify a different term.

3.2 Termination for Cause. Either Party may terminate an SOW or this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice specifying the breach.

3.3 Termination for Convenience. Client may terminate any SOW for convenience upon days' prior written notice, upon payment for Services performed and reasonable non-cancellable third-party costs incurred by Provider through the effective date of termination.

4. FEES, EXPENSES AND INVOICING

4.1 Fees. Client shall pay Provider the Fees set forth in each SOW. Fees may be fixed price, time-and-materials at an hourly rate of per hour, or a combination as set forth in the applicable SOW.

4.2 Expenses. Client will reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of Services, provided that such expenses are supported by receipts.

4.3 Invoicing and Payment. Provider shall invoice Client in accordance with the payment schedule in the applicable SOW. Unless otherwise stated in an SOW, Client shall pay all undisputed invoices within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CHANGE ORDERS

Any material change to the scope, schedule, Fees or acceptance criteria shall be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be obligated to perform work outside the scope of a signed change order.

6. CONFIDENTIALITY

6.1 Definition. "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 given the nature of the information and the circumstances of disclosure.

6.2 Obligations. The receiving Party shall (a) hold Confidential Information in confidence 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 solely for performance or enforcement of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

6.3 Exceptions. Confidential Information does not include information that: (i) is or becomes publicly known other than through breach of this Agreement; (ii) was rightfully in the receiving Party's possession without restriction prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving Party without use of Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Provider Background IP. Provider shall retain all right, title and interest in Provider's pre-existing intellectual property, methodologies, tools and know-how ("Provider Background IP"). Nothing in this Agreement transfers ownership of Provider Background IP to Client.

7.2 Deliverables. Subject to Client's payment of all Fees due and payable, Provider assigns to Client all right, title and interest in and to the Deliverables specifically identified as deliverables in an SOW, to the extent assignable. Provider retains the right to use general skills, knowledge and non-confidential ideas acquired during performance.

7.3 Third-Party Materials. Deliverables may incorporate third-party software or open-source components governed by separate license terms; Provider will identify such components in the applicable SOW and Client accepts such third-party license obligations.

8. WARRANTIES; DISCLAIMER

8.1 Warranties. Provider warrants that Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For a period of days following delivery of any Deliverable, Provider will, at its expense, correct material nonconformities reported in writing.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing Services or from an allegation that Provider Background IP included in a Deliverable infringes a third party's patent, copyright, or trade secret, provided Client gives Provider prompt written notice and sole control of defense and settlement.

9.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against any third-party claims arising from Client data, Client's misuse of the Deliverables, or Client's breach of its representations and warranties.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INSURANCE

Provider shall maintain commercially reasonable insurance coverage customary for the industry, including commercial general liability and professional liability/errors and omissions insurance, in amounts sufficient to cover its obligations under this Agreement.

12. DATA PROTECTION

Each Party shall comply with applicable data protection laws in respect of personal data processed in connection with the Services. To the extent Provider processes personal data on behalf of Client, Provider shall process such data only on Client's documented instructions and implement appropriate technical and organizational measures to protect personal data.

13. SUBCONTRACTING

Provider may engage subcontractors to perform parts of the Services provided that Provider remains responsible for subcontractor performance and compliance with the terms of this Agreement. Provider shall ensure subcontractors are bound by confidentiality obligations at least as protective as those in this Agreement.

14. NOTICES

All notices required or permitted 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 notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

15. ASSIGNMENT

Neither Party may assign this Agreement or any SOW without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all executed SOWs, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

18. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be considered an original and all of which together shall constitute one instrument.

19. MISCELLANEOUS

19.1 Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the Parties.

19.2 Survival. Provisions that by their nature should survive termination or expiration of this Agreement shall remain in effect, including but not limited to Sections 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), 16 (Governing Law), and this Section 19.2.

The Parties acknowledge that Provider is an independent contractor and is responsible for its own taxes and employment obligations. Provider certifies that it will maintain all necessary permits and insurance required to provide the Services.

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