Professional Services MSA

PROFESSIONAL SERVICES MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: , located at and Client Name: , located at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Service Provider has expertise and experience in providing professional services in the area of ; and

WHEREAS, Client desires to engage Service Provider to perform certain services as described in Statements of Work executed under this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the provision of such services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services Agreement and all Statements of Work and attachments executed hereunder. "Statement of Work" or "SOW" means a document describing the Services, deliverables, schedule, and fees, executed by authorized representatives of the Parties and expressly incorporated herein. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned in the applicable SOW.

2. SERVICES; STATEMENTS OF WORK

2.1 Services. Service Provider shall perform the Services set forth in each SOW in a professional and workmanlike manner consistent with industry standards. Each SOW shall identify scope, schedule, acceptance criteria, and fees.

2.2 Order of Precedence. In the event of a conflict between this Agreement and an SOW, the SOW shall control with respect to the specific Services described therein, unless the Parties expressly state otherwise in writing.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in each SOW. Fees may be fixed price, time-and-materials, or other agreed pricing mechanism. Fee schedule for the initial SOW:

3.2 Invoicing. Service Provider will invoice Client in accordance with the payment schedule in the applicable SOW. Unless otherwise provided, Client shall pay all undisputed invoices within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

3.3 Expenses. Client will reimburse pre-approved, reasonable, and necessary out-of-pocket expenses incurred by Service Provider in performing the Services, provided that such expenses are itemized on invoices.

4. CHANGE ORDERS

4.1 Any change to scope, schedule, or fees shall be made only by mutual written agreement in a Change Order signed by authorized representatives of the Parties. Service Provider shall notify Client if any requested change will affect fees or delivery dates.

5. TERM; TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section or until all SOWs have been completed and paid.

5.2 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. Client shall pay for Services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations.

5.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure within fifteen (15) days after receipt of written notice; if the breach is not curable within such period, termination may occur if the breaching Party fails to commence cure within such period and diligently pursue cure to completion.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to technical data, business plans, pricing, and customer information.

6.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information only to exercise rights and perform obligations under this Agreement; and (c) disclose Confidential Information only to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each Party retains all right, title, and interest in its Background Intellectual Property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

7.2 Deliverables; Assignment. Subject to Client's timely payment of all fees, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables specifically created for Client under an SOW and identified as subject to assignment, except for Service Provider's tools, templates, and other Background Intellectual Property, which remain the property of Service Provider. The Parties may specify different ownership terms in an SOW.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each Party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations.

8.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider's sole obligation will be to re-perform the non-conforming Services or, at Service Provider's option, refund amounts paid for such non-conforming Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from any third-party claim that the Deliverables, as delivered by Service Provider and used within the scope of the SOW, infringe or misappropriate a third party's intellectual property, provided that Client: (a) gives Service Provider prompt written notice of the claim; (b) allows Service Provider to control the defense and settlement of the claim; and (c) cooperates in the defense.

9.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising out of Client's grossly negligent or willful misuse of the Deliverables or Client's breach of representations and warranties made herein.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 6 (CONFIDENTIALITY) OR 9 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

11. INSURANCE

Service Provider shall, at its own expense, maintain insurance coverage customary for its industry and adequate to cover its obligations under this Agreement, including commercial general liability and, where applicable, professional liability/errors & omissions insurance. Upon request, Service Provider will provide certificates of insurance evidencing such coverage.

12. COMPLIANCE WITH LAWS; BACKGROUND CHECKS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations. If an SOW requires access to Client systems or facilities, Service Provider shall ensure that personnel performing the Services comply with Client's reasonable security and background-check requirements specified in the applicable SOW.

13. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider retains sole responsibility for withholding taxes and providing employee benefits for its personnel.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

15. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee assumes the assignor's obligations hereunder. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for performance.

16. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party 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 facsimile or electronic signatures shall be binding.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The Parties agree that the state and federal courts located in the specified jurisdiction shall have exclusive venue for disputes unless the Parties agree otherwise in writing.

This Agreement, together with all SOWs, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, written or oral. If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force and effect.

18. MISCELLANEOUS

18.1 Publicity. Neither Party shall issue press releases or public communications regarding the existence or terms of this Agreement without the prior written consent of the other Party, except as required by law.

18.2 Records; Audit. Each Party shall maintain complete and accurate records related to the performance of this Agreement. Client may audit Service Provider's invoices and performance records related to a specific SOW upon reasonable prior notice and during regular business hours.

SCOPE OF INITIAL STATEMENT OF WORK (SOW)

ADDITIONAL PROVISIONS

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