MASTER SERVICE AGREEMENT
This Master Service Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
Each may be referred to as a "Party" and together as the "Parties." The Parties expect to enter into one or more engagements over time and want this Agreement to set out the legal terms that govern each of them.
1. Structure of this Agreement. This Agreement sets the legal terms that govern the Parties' relationship and describes the initial Services. The Parties may agree further engagements in a statement of work signed by both Parties that references this Agreement and describes the services, deliverables, fees, and schedule for a particular engagement (each, an "SOW"). Each SOW, together with this Agreement, forms a separate contract between the Parties. If an SOW conflicts with this Agreement, the SOW controls for that engagement only, and only where it expressly states that it is amending this Agreement. If an affiliate of the Customer signs an SOW, references to the Customer in that contract mean that affiliate.
2. Services. The purpose of the initial engagement is for the Provider to perform services for the Customer. The Provider will perform the following services: [description of the services to be performed]. "Services" means those services and any further services the Parties agree in an SOW under this Agreement. Further services are expected to cover [the types of services this agreement will cover]. The Provider will perform the Services in a timely, competent, and professional manner and will provide its own equipment and tools. The Customer will reasonably cooperate with the Provider, including by giving timely access to the people, systems, and information the Provider needs, and the Provider is not responsible for a delay caused by the Customer's failure to do so.
3. Change Orders. Either Party may propose a change to the Services or to an SOW by giving the other a written change order that identifies what is changing and describes the change to scope, fees, or schedule. The receiving Party will consider the change in good faith and respond within a reasonable time. A change order is not binding until an authorized representative of each Party has approved it in writing.
4. Acceptance. The Customer will review each Deliverable within 10 days after the Provider submits it, unless an SOW states a different rejection period. A Deliverable the Customer does not reject within that period is deemed accepted. To reject, the Customer must give written notice explaining in reasonable detail why the Deliverable does not meet the requirements of this Agreement or the applicable SOW. The Provider will correct the issue and resubmit it within that same period, measured from the Provider's receipt of the rejection notice. Review of the resubmitted Deliverable starts a new acceptance period of the same length.
5. Subcontractors. The Provider may use subcontractors to perform the Services only with the Customer's prior written approval, except that the Provider may use its own affiliates without prior approval. The Provider remains responsible for all acts and omissions of its subcontractors, for their compliance with this Agreement, and for paying them.
6. Fees, Invoicing, and Taxes. The Customer will pay the Provider a fixed fee of [fees] for the Services described in this Agreement. The Provider will invoice monthly in arrears. Each installment is [amount or percentage of each installment]. The Customer will also pay the fees stated in each SOW, and the Provider will invoice those fees according to the schedule stated in the applicable SOW. The Customer will pay each undisputed invoice within 30 days after receiving it. Fees are stated in U.S. dollars unless an SOW specifies another currency, are exclusive of taxes, and are non-refundable except where this Agreement expressly provides for a refund. The Customer is responsible for sales, use, VAT, GST, and similar taxes on the fees, but not for the Provider's income taxes. If the Customer disputes an invoice in good faith, it must notify the Provider within the payment period, pay all undisputed amounts on time, and work with the Provider in good faith to resolve the dispute within 15 days.
7. Intellectual Property. "Deliverables" means the work product the Provider will create for the Customer under this Agreement or an SOW. Except for Pre-Existing Materials and Third-Party Materials, the Provider assigns all right, title, and interest in the Deliverables to the Customer on payment of the fees associated with them. An SOW may specify a different time of assignment for the Deliverables it covers. "Pre-Existing Materials" means tools, libraries, methodologies, and other materials the Provider developed or owned before the Effective Date or developed independently of this Agreement; to the extent the Provider incorporates them into a Deliverable, the Provider grants the Customer a non-exclusive, non-transferable, perpetual, irrevocable, worldwide license to use them as necessary to use that Deliverable. "Third-Party Materials" means materials owned by anyone other than the Parties, and the Provider may incorporate them into a Deliverable only where this Agreement or an SOW allows it and the Customer approves in writing; the Party that procures them is responsible for obtaining the rights the other Party needs. The Customer grants the Provider a limited license to copy, display, modify, and use materials the Customer supplies ("Customer Materials") only as needed to perform the Services, and the Customer is responsible for their accuracy and content.
8. Feedback and Usage Data. The Customer may, but does not have to, give the Provider suggestions or comments about the Services, in which case the Customer gives them as is and the Provider may use them freely without restriction or obligation. The Provider may collect and analyze data about the provision and performance of the Services and may use that data to maintain and improve its offerings, but may only share it with others in aggregated form that does not identify the Customer.
9. Confidentiality. Each Party may disclose confidential business, technical, or financial information to the other in connection with this Agreement ("Confidential Information"), including the existence and terms of this Agreement and each SOW. The receiving Party will use Confidential Information solely to perform this Agreement or exercise its rights under it, will not disclose it to anyone else except to employees, advisors, and contractors who need to know it and are bound by comparable obligations, and will protect it with at least the same care it uses for its own similar information and no less than a reasonable standard of care. These obligations do not apply to information that the receiving Party knew without obligation before disclosure, that is or becomes public through no fault of the receiving Party, that it receives without restriction from someone entitled to disclose it, or that it independently develops without reference to the Confidential Information. The receiving Party may disclose Confidential Information where required by law, after giving reasonable advance notice where legally permitted.
10. Representations and Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, that it is validly existing and in good standing, and that it will comply with all applicable laws in performing this Agreement. The Provider further warrants that it will perform the Services in a timely, competent, and professional manner, that the Deliverables will conform to the requirements of this Agreement or the applicable SOW, and that the Deliverables (excluding Customer Materials and Customer-procured Third-Party Materials) will not infringe or misappropriate anyone else's copyright, trademark, trade secret, or right of publicity. If the Provider breaches these warranties, the Customer must give notice with enough detail for the Provider to understand the issue within 45 days of discovering it, and the Provider will re-perform the affected Services within 45 days of receiving that notice. If the Provider cannot resolve the issue, the Customer may terminate the affected Services or the affected SOW and receive a prorated refund of prepaid fees for the remainder of its term. The Customer warrants that the Provider's use of Customer Materials under this Agreement will not infringe anyone else's rights and that it has all rights necessary to provide them.
11. Disclaimer of Warranties. Except for the warranties expressly stated in this Agreement, each Party disclaims all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.
12. Limitation of Liability. Each Party's total cumulative liability for all claims arising out of or relating to this Agreement and every SOW under it will not exceed the fees paid or payable by the Customer to the Provider in the twelve month period immediately before the claim. Neither Party will be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the Party was advised of the possibility of them in advance. This waiver does not apply to a breach of the confidentiality obligations in this Agreement or to a Party's indemnification obligations. These limits do not apply to amounts owed for work performed, to a Party's fraud or willful misconduct, or to liability that cannot be limited under applicable law.
13. Indemnification. Each Party will defend, indemnify, and hold harmless the other from third-party claims, and any resulting damages, settlements, costs, and reasonable legal fees, that arise out of the indemnifying Party's gross negligence, fraud, or willful misconduct, or its breach of this Agreement. In addition, the Provider will cover claims that the Services or Deliverables, when used as this Agreement and the applicable SOW allow, infringe or misappropriate a third party's intellectual property rights, and the Customer will cover claims that Customer Materials or Customer-procured Third-Party Materials do the same. The protected Party must promptly notify the indemnifying Party of the claim, give it sole control of the defense and settlement, and reasonably cooperate at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a way that admits fault or materially harms the protected Party without its written consent. This section states each Party's exclusive remedy for the claims it covers.
14. Term and Termination. This Agreement begins on the Effective Date and continues until terminated under this Section (the "Term"). This Agreement continues to govern every SOW entered into during the Term until that SOW ends, unless terminated earlier under this Section. Either Party may terminate this Agreement or an individual SOW immediately if the other Party fails to cure a material breach within 30 days after notice of it, materially breaches in a way that cannot be cured, stops conducting business without a successor, or becomes the subject of insolvency or bankruptcy proceedings that continue for more than 60 days. Either Party may terminate this Agreement for any or no reason at a time when neither the initial engagement nor any SOW is active. Terminating this Agreement for a Party's uncured breach automatically terminates every SOW under it. On termination of this Agreement, the Provider will stop performing the Services. If this Agreement expires or is not renewed, the initial engagement ends. Each SOW then in effect continues until it ends. The Provider will continue performing under each continuing SOW, and each Party will keep the other's Confidential Information needed to perform it. If only an individual SOW terminates, the Provider will stop performing the Services under that SOW and will continue the other Services. The Provider will submit a final invoice for fees accrued before termination, which the Customer will pay on the terms of this Agreement; the Provider will refund any unearned prepaid fees unless it terminated for the Customer's uncured breach; and each Party will return or destroy the other's Confidential Information, except for copies kept under routine backup or record-retention practices, which remain subject to the confidentiality obligations of this Agreement. Where only an individual SOW terminates, or this Agreement expires or is not renewed while an SOW continues, these obligations apply only to what has ended, and neither Party must return or destroy Confidential Information still needed to perform ongoing work. The sections covering intellectual property, fees accrued before termination, confidentiality, warranties, liability, indemnification, and governing law survive termination.
15. Publicity. Neither Party may publicly announce the existence or terms of this Agreement, or use the other Party's name, logo, or trademarks, without the other Party's prior written approval.
16. Governing Law and Jurisdiction. This Agreement and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts. Despite the foregoing, either Party may seek injunctive or other equitable relief for a breach of confidentiality or a violation of its intellectual property rights in any court of competent jurisdiction.
17. General. Neither Party may assign this Agreement or any SOW without the other Party's prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities, and any attempted assignment in breach of this section is void. The Parties are independent contractors and neither may bind the other. Neither Party is liable for a delay or failure caused by an event outside its reasonable control, though this does not excuse the Customer's payment obligations. There are no third-party beneficiaries of this Agreement. Notices must be in writing and sent to the addresses stated above, and are deemed given on confirmed delivery. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of this Agreement remains in effect. Failure to enforce a right is not a waiver of it. This Agreement, together with each SOW, is the entire agreement between the Parties about its subject and supersedes all prior statements about it, and the Provider rejects any conflicting terms in a purchase order or vendor portal. This Agreement may only be amended by a writing signed by both Parties. This Agreement may be executed in counterparts, including electronic copies, each of which is an original and which together form the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
