Master Services Agreement

(Provider) and (Customer) agree as of What date does this agreement take effect?.

Provider will supply the services in each signed order. The initial order is: Describe the signed order, services, users, milestones, dependencies, and acceptance criteria.. Each order must identify deliverables, authorized users, dependencies, milestones, acceptance criteria, fees, and term. A change requires written approval by both parties. An order overrides this agreement only where it expressly identifies the provision changed. A data processing addendum controls conflicts concerning personal data.

During the order term, Provider grants Customer and its authorized users a nonexclusive right to use the services for Customer’s internal business under the order. Customer must provide necessary access, accurate instructions, and rights to submitted data. Each party maintains the systems and security under its control. Customer is responsible for its users and connected accounts. Third-party services require their own licenses and terms.

Customer must not unlawfully access systems, bypass agreed usage limits, introduce harmful code, or reverse engineer services except where law permits. Provider may suspend access only to address a material security threat or uncured material breach, using the narrowest practical suspension and prompt notice where lawful.

Fees, currency, invoice timing, payment deadline, usage limits, expense approval, and taxes are: State fees, currency, billing schedule, payment deadline, usage charges, and approved expenses.. Customer may dispute an invoice in good faith with specific reasons and must pay undisputed amounts when due. Provider may suspend for undisputed nonpayment only after written notice and the cure period below. Customer pays transaction taxes, excluding taxes on Provider’s income.

Support, availability commitments, and service-credit remedies are: State support hours, availability commitments, service credits, and exclusions.. No other service level is promised.

Each party retains its pre-existing intellectual property. Ownership and licenses for commissioned deliverables are: Who owns commissioned deliverables, and what background-IP licenses apply?. Customer retains its data. Provider may process it only to perform the services and documented instructions, subject to the parties’ data processing addendum when required. Provider may not train a general-purpose model on Customer data without separate written authorization. Customer decides whether outputs suit its use and remains responsible for legally required human review.

Provider may use voluntary product suggestions without payment, but receives no license to Customer’s confidential information. Any permitted use of de-identified data must be expressly described in the order and comply with applicable law.

Each party protects the other’s nonpublic information with reasonable care, uses it only for this agreement, and shares it only with people who need it and owe equivalent duties. The receiving party is responsible for their compliance. Exceptions cover provably public, previously known, independently developed, or lawfully third-party-supplied information. Required disclosure is permitted after notice and reasonable help seeking protection where lawful. Confidentiality survives termination for three years; trade secrets remain protected while legally qualifying.

Each party warrants authority to contract. Provider warrants professional performance and material conformity to the order and documentation. Customer must identify a failure promptly; Provider will correct it within the agreed cure period. If correction fails, Customer may terminate the affected service and receive prepaid fees for its unused portion. Other than express warranties and rights law cannot exclude, services are supplied as is, without implied warranties of merchantability, fitness, or noninfringement.

Provider will defend Customer against a third-party claim that authorized use of the unmodified services infringes intellectual property, and pay damages and settlements finally awarded or approved by Provider. This duty excludes claims caused by Customer materials, unauthorized changes, or combinations not supplied or required by Provider. Provider may secure rights, replace or modify the service without materially reducing function, or end the affected service and refund unused prepaid fees if those options are not reasonable.

Customer will defend Provider against third-party claims that Customer-supplied materials infringe rights or violate law, and pay damages and settlements finally awarded or approved by Customer. These duties require prompt notice, reasonable cooperation at the defending party’s expense, and control of defense. No settlement may admit fault or impose nonmonetary obligations on the protected party without consent.

The agreed liability cap, measurement period, exclusions, and any higher caps are: Specify each liability cap, its measurement period, carve-outs, and any higher caps.. Subject to those express exceptions and rights law cannot exclude, neither party is liable for indirect, consequential, special, or punitive damages or lost profits arising from this agreement. The parties must complete the liability terms before signing.

The initial term, renewal procedure, breach cure period, and termination notice are: State term, renewal, cure period, and termination notice.. Either party may terminate an affected order for a material breach not cured within that period after notice. On termination, Customer pays earned undisputed fees and stops use; Provider refunds unearned prepaid fees where termination results from Provider’s uncured breach. Data export, retention, and deletion are: State export format, transition assistance, retention period, and deletion requirements.. Accrued payment rights, ownership, confidentiality, liability, and dispute provisions survive.

Governing law: Which state’s law governs?. Courts: Which courts have jurisdiction, subject to mandatory law?. Notices: Neither party is liable for delay beyond reasonable control, except payment obligations, if it promptly notifies and mitigates. Neither may assign without consent, except to a successor assuming its obligations in a merger or sale. The signed documents are the entire agreement; amendments and waivers require writing. Invalid provisions are severed to the minimum extent. Counterparts and electronic signatures are effective.

Provider: ____________________ Name and title: ____________________ Date: ____________________

Customer: ____________________ Name and title: ____________________ Date: ____________________