MASTER SERVICES AGREEMENT (MSA)
This Agreement (the "Agreement") is made as of ____________________________ (the "Effective Date") by and between:
Party One: _______________________________________________
Address: _______________________________________________
Party Two: _______________________________________________
Address: _______________________________________________
Each a "Party" and together the "Parties."
1. Definitions
“Services” means the professional services, deliverables, and any other work described in an SOW.
“Fees” means the amounts payable by Client for the Services.
2. Scope of Services
Provider shall perform the Services pursuant to mutually executed SOWs. Each SOW will outline scope, timeline, deliverables, and Fees.
3. Term & Termination
This Agreement is effective as of the Effective Date and continues until terminated. Either Party may terminate an SOW for convenience upon ___________ days’ written notice.
4. Fees & Payment
Client shall pay Provider the Fees set forth in each SOW. Fees are due within ___________ days of invoice. Late payments accrue interest at 1.5% per month.
5. Confidentiality
Each Party agrees to keep the other Party’s Confidential Information confidential for ___________ years after termination.
6. Intellectual Property
Upon full payment, Client owns all right, title, and interest in Work Product. Provider retains ownership of pre‑existing materials and know‑how.
7. Warranties
Provider warrants the Services will be performed in a professional and workmanlike manner. Except as stated, Services are provided “AS IS.”
8. Limitation of Liability
Neither Party shall be liable for indirect or consequential damages. Liability is capped at Fees paid in the preceding 12 months.
9. Indemnification
Provider will indemnify Client against third‑party IP infringement claims related to Work Product.
10. Governing Law
This Agreement is governed by the laws of ___________. Disputes shall be resolved by binding arbitration in ___________.
11. Miscellaneous
Assignment, notices, entire agreement, and counterpart provisions.
Signatures
PARTY ONE
PARTY TWO
By: _______________________________
By: _______________________________
Name: _______________________________
Name: _______________________________
Title: _______________________________
Title: _______________________________
Date: _______________________________
Date: _______________________________