MASTER SERVICES AGREEMENT

1.1"Agreement" means this Master Services Agreement, including all Exhibits, Statements of Work, and amendments.

1.2"Services" means all services, deliverables, and work products to be provided by Service Provider as described in each Statement of Work.

1.3"Statement of Work" or "SOW" means a written agreement executed by both Parties that describes specific Services, deliverables, timelines, fees, and other terms for a particular project.

1.4"Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing, or by any other means.

1.5"Deliverables" means all work product, documents, software, materials, and other items developed or provided by Service Provider under this Agreement.

1.6"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights.

2.1Services Provision. Service Provider shall provide the Services described in each Statement of Work executed pursuant to this Agreement. Each SOW shall be incorporated into and governed by the terms of this Agreement.

2.2Statement of Work. Each Statement of Work shall include:

• Detailed description of Services and Deliverables
• Project timeline and milestones
• Fees and payment terms
• Acceptance criteria
• Key personnel and resources
• Any specific terms or conditions applicable to that SOW

2.3Standards of Performance. Service Provider shall perform all Services in a professional and workmanlike manner, consistent with industry standards and best practices.

2.4Change Orders. Any changes to the scope, timeline, or fees in an approved SOW must be agreed upon in writing by both Parties through a formal change order process.

3.1Fees. Client shall pay Service Provider the fees specified in each Statement of Work. Unless otherwise specified, all fees are in [CURRENCY].

3.2Payment Schedule. Payment terms shall be as specified in each SOW. Unless otherwise stated, invoices are due within [30] days of invoice date.

3.3Late Payments. Payments not received within the specified time period shall accrue interest at the rate of [1.5%] per month or the maximum rate permitted by law, whichever is less.

3.4Expenses. Client shall reimburse Service Provider for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, and materials, upon submission of appropriate documentation.

3.5Taxes. All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, value-added, and other taxes, except for taxes based on Service Provider's income.

4.1Term. This Agreement shall commence on the date first written above and shall continue until terminated by either Party in accordance with this Section.

4.2Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon [60] days' prior written notice to the other Party.

4.3Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

• The other Party materially breaches this Agreement and fails to cure such breach within [30] days of written notice;
• The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
• The other Party ceases to conduct business in the normal course.

4.4Effect of Termination. Upon termination:

• Client shall pay for all Services performed and expenses incurred up to the termination date;
• Service Provider shall deliver all completed Deliverables and work in progress;
• Each Party shall return or destroy all Confidential Information of the other Party;
• Sections 5, 6, 7, 8, 9, and 11 shall survive termination.

5.1Ownership of Deliverables. Upon full payment of all fees due, Client shall own all right, title, and interest in and to the Deliverables specifically created for Client under an SOW, excluding Service Provider's Pre-Existing Materials and Tools.

5.2Pre-Existing Materials. Service Provider retains all rights to its pre-existing materials, methodologies, tools, templates, and know-how ("Pre-Existing Materials"). Client is granted a non-exclusive, worldwide, perpetual license to use Pre-Existing Materials incorporated into Deliverables.

5.3Client Materials. Client retains all rights to materials, data, and information provided to Service Provider. Service Provider is granted a limited license to use Client Materials solely for the purpose of performing Services.

5.4Third-Party Materials. Any third-party materials incorporated into Deliverables shall be separately licensed as agreed between the Parties.

6.1Confidential Information. Each Party acknowledges that it may receive Confidential Information of the other Party. The receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information;
• Use Confidential Information only for purposes of this Agreement;
• Limit disclosure to employees and contractors with a need to know;
• Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care.

6.2Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement;
• Is rightfully received from a third party without breach of confidentiality;
• Is independently developed without use of Confidential Information;
• Is required to be disclosed by law or court order (with prior notice to the disclosing Party).

6.3Duration. Confidentiality obligations shall survive termination of this Agreement for a period of [5] years.

7.1Mutual Representations. Each Party represents and warrants that:

• It has full authority to enter into this Agreement;
• Execution and performance do not violate any other agreement or obligation;
• This Agreement constitutes a valid and binding obligation.

7.2Service Provider Warranties. Service Provider warrants that:

• Services will be performed in a professional manner consistent with industry standards;
• Deliverables will conform to specifications in the applicable SOW;
• Deliverables will not infringe third-party intellectual property rights;
• Service Provider has the necessary skills, expertise, and resources to perform Services.

7.3Warranty Period. Service Provider warrants Deliverables for [90] days from delivery. During this period, Service Provider shall correct any defects or non-conformities at no additional charge.

7.4DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.1Limitation on Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2Cap on Liability. SERVICE PROVIDER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE [12] MONTHS PRECEDING THE CLAIM, OR [$100,000], WHICHEVER IS GREATER.

8.3Exceptions. The limitations in this Section do not apply to:

• Breaches of confidentiality obligations;
• Infringement of intellectual property rights;
• Gross negligence or willful misconduct;
• Death or personal injury caused by negligence.

9.1Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Client from claims arising from:

• Infringement of third-party intellectual property rights by Deliverables;
• Service Provider's gross negligence or willful misconduct;
• Breach of Service Provider's representations and warranties.

9.2Client Indemnification. Client shall indemnify, defend, and hold harmless Service Provider from claims arising from:

• Client's use of Deliverables in violation of this Agreement;
• Infringement of third-party rights by Client Materials;
• Client's gross negligence or willful misconduct.

9.3Indemnification Procedure. The indemnified Party shall:

• Promptly notify the indemnifying Party of the claim;
• Provide reasonable cooperation in defense;
• Allow the indemnifying Party to control defense and settlement.

10.1Relationship. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

10.2No Benefits. Service Provider is not entitled to employee benefits, including health insurance, retirement, vacation, or sick pay.

10.3Taxes. Service Provider is responsible for all taxes on compensation received under this Agreement.

10.4Personnel. Service Provider may use subcontractors with Client's prior written consent. Service Provider remains responsible for all work performed by subcontractors.

11.1Entire Agreement. This Agreement, including all SOWs and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

11.2Amendments. This Agreement may only be amended by written agreement signed by both Parties.

11.3Waiver. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

11.4Severability. If any provision is found invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

11.5Governing Law. This Agreement shall be governed by the laws of [STATE/COUNTRY], without regard to conflict of law principles.

11.6Dispute Resolution. Any disputes shall first be attempted to be resolved through good faith negotiation. If unresolved within [30] days, disputes shall be resolved through:

• ☐ Binding arbitration in [LOCATION]
• ☐ Litigation in courts of [JURISDICTION]

11.7Notices. All notices shall be in writing and sent to:

Service Provider:
[CONTACT NAME]
[ADDRESS]
[EMAIL]

Client:
[CONTACT NAME]
[ADDRESS]
[EMAIL]

11.8Force Majeure. Neither Party shall be liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

11.9Assignment. Neither Party may assign this Agreement without prior written consent of the other Party, except in connection with a merger or sale of substantially all assets.

11.10Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.