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ZipDeal Business Services MSA

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ZipDeal Business Services Master Services Agreement

This Master Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name: ZipDeal, Inc., a service provider of business services and platform-enabled solutions.

Recitals

WHEREAS, Service Provider operates a business providing software, operational support and related services to enable sales, marketing and customer fulfillment processes; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and the applicable Statement(s) of Work; and

WHEREAS, Service Provider is willing to provide such services under the terms and conditions set forth herein.

Scope of Work

Service Provider shall perform the services described in each mutually executed Statement of Work. Each Statement of Work shall reference this Agreement and describe deliverables, acceptance criteria, schedule and any specific fees.

Payment Terms

Client shall pay Service Provider the fees specified in each Statement of Work. Unless otherwise stated in a Statement of Work, Client shall pay the following baseline fees and follow the payment schedule below.

All payments are due in United States Dollars and are non-refundable except as expressly provided in this Agreement. Client is responsible for any taxes associated with payments, other than taxes based on Service Provider's net income.

Term and Termination

The term of this Agreement begins on and continues until unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach. Either party may terminate immediately for insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents who have a need to know and who are bound by confidentiality at least as protective as this Agreement; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidential obligations survive termination for a period of three (3) years, or longer where required by applicable law for personal data.

Intellectual Property

Service Provider retains all intellectual property rights in its pre-existing materials, platform, processes and know-how. Client shall retain ownership of Client Data. To the extent Service Provider creates work product specifically commissioned by Client and agreed in a Statement of Work as a deliverable, ownership will vest in Client upon full payment; Service Provider grants Client a royalty-free, worldwide license to use any underlying Service Provider technology incorporated in such deliverables solely to use the deliverables for Client's internal business purposes.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from that party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS FOR THIRD-PARTY CLAIMS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Data Protection

Each party shall comply with applicable data protection laws in connection with processing personal data. Service Provider shall implement reasonable technical and organizational measures to protect Client Data against unauthorized access, use or disclosure consistent with industry practice for similar services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve disputes amicably before pursuing formal remedies.

Entire Agreement; Amendments

This Agreement, together with all Statements of Work and any exhibits attached hereto, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior proposals, negotiations and agreements. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Notices shall be sent to the addresses set forth in this Agreement or to such other addresses as the parties may designate in writing.

Service Provider: ZipDeal, Inc.

Print Name:

By:

Date:

Client:

Print Name:

By:

Date:

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What the ZipDeal Business Services MSA is and when it applies

The ZipDeal Business Services Master Services Agreement (MSA) is a standardized contract that governs ongoing services between ZipDeal and a business client or vendor. It sets the commercial and legal framework—scope of services, payment terms, performance standards, intellectual property allocation, confidentiality, liability limits, dispute resolution, and termination. The MSA typically references one or more Statements of Work (SOWs) that specify deliverables, timelines, and pricing. Organizations use an MSA to avoid negotiating the same terms repeatedly and to provide a consistent basis for new projects or task orders under a single contractual umbrella.

Why a clear MSA matters for commercial services

A well-drafted ZipDeal Business Services MSA reduces ambiguity about responsibilities, payment, and risk allocation, lowers negotiation friction for repeat engagements, and creates a single reference for compliance, audit, and dispute resolution.

Why a clear MSA matters for commercial services

Who typically executes the ZipDeal Business Services MSA

A variety of organizational roles and vendor counterparts use or complete this MSA depending on the size and structure of the transaction.

  • Corporate procurement teams — manage vendor selection, commercial terms, and contract renewals across multiple projects.
  • Service providers and subcontractors — confirm deliverables, pricing, intellectual property assignment, and liability limits.
  • Legal and operations teams — review compliance, data handling, indemnities, and termination clauses for corporate risk management.

Core sections every professional ZipDeal MSA should include

A complete MSA balances operational detail with legal protections; the six elements below form the spine of most commercial agreements.

Parties and Definitions

Identify the contracting parties, legal entity names, and define capitalized terms used throughout to prevent ambiguity in scope and obligations.

Scope and SOWs

Describe services at a high level in the MSA and attach or reference SOWs for project-specific deliverables, schedules, acceptance criteria, and change control.

Fees and Payment

Specify pricing, invoicing cadence, payment terms, expense reimbursement, taxes, and remedies for late payment including interest or suspension rights.

Confidentiality & Data

Include nondisclosure obligations, permitted disclosures, data processing responsibilities, and a Data Protection Addendum if personal or regulated data will be processed.

IP and Deliverable Ownership

Allocate ownership of preexisting IP, work-for-hire deliverables, licensing rights, and any residual or background technology retained by the provider.

Liability, Warranties, and Termination

Limitations of liability, warranty scope and duration, indemnity mechanics, termination rights, notice periods, and post-termination obligations.

Essential data elements to capture on the MSA

Party Names: Legal entity name
Addresses: Street, city, state, ZIP
Tax IDs: EIN or TIN
Contact Points: Project and billing contacts
Payment Terms: Net days and invoice process
Effective Date: MM/DD/YYYY format

Step-by-step: completing the ZipDeal MSA

Follow these steps in order to reduce rework and ensure signatures are actionable.

  • 01
    Review SOWs: Confirm scope and deliverables before signing.
  • 02
    Confirm Commercials: Verify fees, milestones, and payment schedule.
  • 03
    Check Legal Terms: Review IP, indemnity, and liability cap language.
  • 04
    Execute and Archive: Sign, date, and retain a final executed copy.

Options for customizing and completing the MSA online

Key configuration choices ensure the digital workflow matches your approval and recordkeeping requirements.

Field Configuration
Upload template Import DOCX or PDF; convert to fillable form
Add branding Insert logo and company contact details
Assign roles Set signer order and reviewer permissions
Authentication Choose email, SMS code, or KBA verification

Distribution, file formats, and integration requirements

Consider file types, integrations, and signer authentication when planning digital execution.

  • File formats: PDF and DOCX supported
  • Integrations: CRM/ERP connectors available
  • Authentication: Email, SMS, or identity checks

Where to send and how to submit the executed MSA

Use a consistent distribution path so all stakeholders and the contract repository receive the same executed copy.

  • Contract Repository: Upload final PDF to enterprise CLM or document store
  • Finance: Send executed copy to accounts payable
  • Project Team: Provide SOW and contact points to delivery teams
  • Legal: Archive for audit and compliance review

Typical timelines and notice windows to track

Tracking key dates avoids missed renewals, termination notices, or payment deadlines.

Effective Date:

Date obligations begin (MM/DD/YYYY)

Initial Term:

Commonly 12–36 months depending on scope

Renewal Notice:

30–90 days prior written notice often required

Termination for Convenience:

Notice typically 30–60 days

Payment Due:

Net 30 or Net 45 per invoice terms

Common mistakes when preparing the ZipDeal MSA

  • Using vague scope language that leaves deliverables and acceptance undefined, creating disputes over performance and payment.
  • Failing to attach or reference the controlling SOW, leading parties to rely on inconsistent or informal project documents.
  • Omitting a data processing addendum when personal or regulated data will be handled, exposing the parties to compliance risk.
  • Neglecting to specify governing law and dispute resolution, which can increase cost and complexity in cross-jurisdictional disputes.

Key legal risks and contract exposures to watch

Liquidated Damages: Higher exposure
Indemnity: Potential unlimited cost
Regulatory Fines: Data/breach penalties
Termination: Loss of revenue
Payment Disputes: Cashflow interruption
Data Breach: Remediation costs

How real organizations used MSAs in practice

Two concise examples showing practical outcomes when an MSA is used to manage services at scale.

Optica Ventures LLC

The team standardized contracting across portfolio companies to reduce delays and duplicative review.

  • They centralized SOWs and invoicing.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties

A repeat-service environment needed a single agreement for multiple projects and mobile signing.

  • Execution moved from paper to online.
  • "I can process and execute all of these documents online with 100% compliance and built-in security."

Practical tips for accurate and efficient MSA completion

Adopt standardized practices to reduce negotiation time and avoid common execution errors.

Use a controlling SOW
Attach a standalone SOW for each project and reference it in the MSA; ensure the SOW contains measurable acceptance criteria and milestone dates to reduce disputes.
Standardize signature authority
Maintain a corporate signing authorities register and ensure signers have written delegation; this prevents executed agreements being voided due to lack of authority.
Include a DPA when needed
If personal data is processed, add a Data Protection Addendum that sets security controls, breach notification timelines, and subprocessors to meet HIPAA or privacy law obligations.
Record retention policy
Define retention periods aligned with IRS, HIPAA, and industry rules and automate archiving of fully executed PDFs and audit trails for compliance.

Typical signatory roles and their responsibilities

Authorized Signatory

An officer or agent with written authority signs on behalf of the legal entity. Their signature binds the company to payment obligations, warranties, and indemnities described in the MSA.

Procurement/Contract Manager

Responsible for negotiating commercial terms, coordinating SOWs, and ensuring deliverables and payments align with the MSA; maintains contract repository and renewals calendar.

How to revoke, terminate, or cancel an MSA

Follow these steps to terminate or revoke rights under the MSA while preserving documentation and minimizing exposure.

01

Review termination clause:

Identify notice periods, cure rights, and termination for convenience or cause.
02

Prepare written notice:

Send formal notice per contract method (email plus registered mail if required).
03

Document reasons:

Record factual basis and supporting evidence in the project file.
04

Manage transition:

Plan handover, data return, and phase-out deliverables to limit disruption.
05

Preserve records:

Archive signed documents, notices, and correspondence for retention and dispute defense.
06

Consult counsel:

Seek legal advice when termination risks breach or triggers indemnities.

Notarization and witness considerations when executing an MSA

Most commercial MSAs do not require notarization, but certain exhibits, real-estate related instruments, or jurisdictional formalities may impose extra steps.

01

Determine necessity

Confirm whether the MSA or any attached instruments require notarization or witnesses in your jurisdiction.

02

Choose execution method

Decide between wet-ink, in-person electronic, or remote online notarization (RON) if permitted.

03

Identity proofing

For RON, ensure signer identity verification through multi-factor or credential analysis.

04

Audio-video record

RON may require retention of the audio-video session per state rules.

05

Notary journal

Notaries must record the event in a journal when required by state law.

06

Witnesses

MSAs rarely need witnesses; check state law for specific instruments.

07

Document retention

Store notarized originals or certified electronic copies in the contract repository.

08

Verify state rules

RON and notary requirements differ by state; confirm with the state notary authority.

Representative eSignature vendor pricing and capability snapshot

A concise comparison of common vendor pricing and capabilities relevant to signing the ZipDeal Business Services MSA.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year No envelope cap No envelope cap No envelope cap

Frequently asked questions about the ZipDeal Business Services MSA

Answers to common issues encountered during completion, signing, and storage of the MSA.


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