Vendor MSA Service Agreement

VENDOR MASTER SERVICES AGREEMENT

This Vendor Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , a organized under the laws of , with principal place of business at , and Vendor Name: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Client seeks to procure certain services and deliverables described further below; and

WHEREAS, Vendor represents that it has the expertise, personnel and resources necessary to provide such services; and

WHEREAS, the parties desire to set forth the general terms and conditions that will govern the provision of services by Vendor to Client under separate Statements of Work executed hereunder.

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

1. DEFINITIONS

1.1 "Services" means the services to be performed by Vendor as described in one or more Statements of Work entered into under this Agreement. 1.2 "Statement of Work" or "SOW" means a written statement signed by both parties that references this Agreement and describes the scope, deliverables, schedule, fees and acceptance criteria for particular Services. 1.3 "Deliverables" means tangible or electronic work product delivered to Client under an SOW. 1.4 "Confidential Information" has the meaning set forth in Section 7. 1.5 "Work Product" means all Deliverables and other materials conceived, developed or delivered by Vendor for Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Engagement. Vendor shall perform the Services described in each SOW in a professional and workmanlike manner consistent with industry standards. Each SOW shall incorporate the terms of this Agreement and, in the event of any conflict, the terms of the SOW shall govern only with respect to the specific Services addressed therein.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial term of months unless earlier terminated in accordance with this Agreement.

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

3.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Vendor the fees set forth in each SOW. Unless otherwise specified, Vendor shall invoice Client monthly in arrears for fees and approved expenses.

4.2 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law, and Client shall reimburse Vendor for reasonable collection costs.

5. TAXES

Except for taxes based on Vendor's net income, Client shall be responsible for all sales, use and other transactional taxes arising from the transactions contemplated by this Agreement. If Vendor is required to collect taxes, Vendor may invoice such amounts to Client.

6. PERSONNEL AND SUBCONTRACTING

Vendor shall provide qualified personnel necessary to perform the Services. Vendor may not subcontract material portions of the Services without Client's prior written consent, which shall not be unreasonably withheld. Vendor shall remain responsible for the acts and omissions of its subcontractors.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed by a party 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.

7.2 Obligations. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those of its personnel and permitted subcontractors with a need to know, and (c) protect the 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.

7.3 Exceptions. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, or that the receiving party can demonstrate was already lawfully in its possession prior to disclosure.

8. INTELLECTUAL PROPERTY

8.1 Pre-existing IP. Each party retains all right, title and interest in its pre-existing intellectual property. Vendor hereby grants to Client a non-exclusive, royalty-free, worldwide license to use Vendor's pre-existing materials that are embedded in the Work Product to the extent necessary for Client to use the Work Product as intended.

8.2 Work Product Ownership. Unless otherwise agreed in a SOW, Vendor assigns to Client all right, title and interest in and to the Work Product, and shall execute documents reasonably necessary to effectuate such assignment.

9. REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into and perform this Agreement. Vendor represents that the Services will be performed in a professional manner in accordance with applicable industry standards and that the Deliverables will not infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Vendor shall indemnify, defend and hold harmless Client and its affiliates and their respective officers, directors and employees from and against any third-party claims, damages, losses and expenses arising out of: (a) Vendor's gross negligence or willful misconduct; (b) Vendor's breach of Section 8 (Intellectual Property); and (c) Vendor's breach of applicable law in the performance of the Services. Client shall provide Vendor with prompt written notice of any claim and cooperate in the defense, at Vendor's expense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS, OR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED . NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES.

12. INSURANCE

Vendor shall maintain commercial general liability, workers' compensation and, where applicable, professional liability insurance with limits no less than:

13. DATA PROTECTION

If Vendor processes personal data on behalf of Client in connection with the Services, Vendor shall process such personal data only on documented instructions from Client, implement appropriate technical and organizational measures to protect personal data, and assist Client in responding to data subject requests and regulatory inquiries. The parties shall execute any required data protection addendum reflecting these obligations.

14. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control, anti-corruption and employment laws. Vendor warrants that it will not use any subcontractor or personnel who are debarred or otherwise ineligible under applicable law.

15. 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. Notices shall be deemed given upon receipt if delivered personally, by courier, by confirmed electronic transmission, or three business days after deposit with the U.S. mail (or equivalent).

16. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

17. AMENDMENT; WAIVER; SEVERABILITY

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. If any provision is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

18. 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.

19. ENTIRE AGREEMENT

This Agreement, together with all SOWs executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

20. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including PDF or electronic signature platform) shall be binding.

Sign Now