Master Service Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Master Service Agreement

Master Service Agreement

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") is entered into as of {{effective_date}} ("Effective Date") by and between:

1. {{company_name}}, a company registered under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as "Client"); and

2. {{service_provider_name}}, a company registered under the laws of {{service_provider_jurisdiction}}, with its principal place of business at {{service_provider_address}} (hereinafter referred to as "Service Provider").

Client and Service Provider may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

1. SCOPE OF SERVICES

1.1. The Service Provider agrees to perform the services ("Services") as described in individual Statements of Work ("SOWs") or Project Orders ("POs") that may be issued from time to time by the Client and agreed upon by both Parties.

1.2. Each SOW/PO shall be incorporated by reference into this Agreement and shall specify, among other things, the Services to be performed, the deliverables, the timelines, and the fees for such Services.

2. TERM AND TERMINATION

2.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party in accordance with the provisions herein.

2.2. Either Party may terminate this Agreement by providing {{notice_period}} days' written notice to the other Party.

2.3. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) breaches any material term of this Agreement and fails to cure such breach within {{cure_period}} days after receipt of written notice thereof;

(b) becomes insolvent or files for bankruptcy.

3. FEES AND PAYMENT

3.1. The Client shall pay the Service Provider the fees as specified in each SOW/PO.

3.2. All invoices shall be submitted by the Service Provider to the Client on {{payment_frequency}} and shall be paid by the Client within {{payment_terms}} days of receipt of a valid invoice.

3.3. All payments shall be made in {{currency}}.

4. CONFIDENTIALITY

4.1. Both Parties agree to keep confidential all non-public information, data, or other materials, whether written or oral, that are designated as confidential or that, by their nature, would reasonably be understood to be confidential ("Confidential Information").

4.2. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party.

4.3. These confidentiality obligations shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

5. INTELLECTUAL PROPERTY

5.1. Unless otherwise specified in an SOW/PO, all intellectual property rights in any works, deliverables, or materials developed by the Service Provider in the performance of the Services under this Agreement shall belong to the Client.

5.2. The Service Provider grants the Client a perpetual, worldwide, royalty-free license to use any pre-existing intellectual property of the Service Provider embedded in the deliverables.

6. INDEMNIFICATION

6.1. The Service Provider shall indemnify, defend, and hold harmless the Client from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Service Provider’s performance of the Services, including any breach of this Agreement.

6.2. The Client shall indemnify, defend, and hold harmless the Service Provider from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Client’s breach of this Agreement.

7. LIMITATION OF LIABILITY

7.1. To the maximum extent permitted by law, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the services; (b) any conduct or content of any third party on the services.

7.2. The total aggregate liability of either Party under this Agreement shall not exceed the total fees paid or payable under this Agreement in the {{number_of_months}} months preceding the event giving rise to the liability.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

8.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by negotiation between the Parties.

8.3. If the dispute cannot be resolved through negotiation within {{negotiation_period}} days, the Parties agree to submit the dispute to mediation in accordance with the rules of {{mediation_body}}.

8.4. If mediation is unsuccessful, the dispute shall be submitted to arbitration in accordance with the rules of {{arbitration_body}}.

9. GENERAL PROVISIONS

9.1. Entire Agreement: This Agreement, together with any SOWs/POs, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to the subject matter of this Agreement.

9.2. Amendments: No amendment or modification to this Agreement shall be effective unless it is in writing and signed by authorised representatives of both Parties.

9.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4. Assignment: Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

9.5. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fire, earthquakes, or strikes.

9.6. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email, to the addresses specified in this Agreement or as otherwise updated by the Parties.

IN WITNESS WHEREOF, the Parties have executed this Master Service Agreement as of the Effective Date.

CLIENT: _____________________________ By: {{client_authorised_signatory}} Title: {{client_signatory_title}} Date: {{client_signature_date}} SERVICE PROVIDER: _____________________________ By: {{service_provider_authorised_signatory}} Title: {{service_provider_signatory_title}} Date: {{service_provider_signature_date}}