This Master Service Agreement (this “Agreement,”) dated on [Document.CreatedDate] (the Effective Date”) by and between [Sender.Company] , a [Sender.State] (type of legal entity), having its principal place of business at [Sender.StreetAddress] (the “Company”) and [Client.Company] , a [Client.State] (type of legal entity), having its principal place of business at [Client.StreetAddress] (the “Client”) who agrees to be bound by this Agreement.
In consideration of the mutual covenants and promises made by the parties of this Agreement, [Sender.Company] and [Client.Company] (to be referred to individually herein as “Party” and collectively as, the “Parties”) agree to the following:
1.1 Confidential Information” shall mean any non-public, proprietary information (whether or not patentable or copyrightable, and whether or not currently patented or copyrighted) which is owned or controlled by a Disclosing Party, whether in tangible or intangible form and including information that is derived through observation or examination of the Disclosing Party’s facilities or operations, including without limitation, the fact that any Party has entered into this Agreement or provided or obtained services from the other, trade secrets, know-how, designs, product samples, product formulations, prototypes, data, processes, formulas, methods, materials, analyses, reports, compilations, research notes, technology, manufacturing techniques, pricing, the identity of and information relating to services, equipment, procedures, customers, suppliers or employees, sales and marketing information, financial information and any other non-public business information.
1.2 Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records; (c) is received by the Receiving Party from a third party on a non-confidential basis, unless the Receiving Party knows that the third party is bound by an obligation of confidentiality (contractual, legal, fiduciary or otherwise) to the Disclosing Party or any other party with respect to such information; or (d) is or was independently developed by the Receiving Party without reference to or reliance upon the Confidential Information received from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records.
1.3 During the term of this Agreement, the Parties may exchange Confidential Information in furtherance of the performance of their respective duties under this Agreement. Any Party disclosing Confidential Information shall be referred to as the “Disclosing Party” and a Party receiving Confidential Information shall be referred to as the “Receiving Party.
1.4 The Receiving Party shall protect and hold in confidence all Confidential Information of the Disclosing Party, using the same degree of care it uses to protect its own valuable information, providing it shall use no less than reasonable care. The Receiving Party shall limit its disclosure of the Confidential Information to its directors, officers, employees, Affiliates and/or subcontractors (collectively referred to herein as “Representatives”) who have a “need to know” such Confidential Information to carry out the purpose of this Agreement, and who are subject to legally enforceable obligations in connection with such Confidential Information, which are no less restrictive than those imposed on the Receiving Party under this Agreement.
The Receiving Party also shall not attempt to copy the design, samples or prototypes, or any components thereof, of any Confidential Information for any purpose. The Receiving Party shall be responsible for any breach of this Agreement by it or its Representatives.
1.5 Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed by a Receiving Party as required by applicable law or legal process, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, except where such notice is impracticable or prohibited by law, so as to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate protecting order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all other purposes of this Agreement.
1.6 At the written request of the Disclosing Party, the Receiving Party shall return or destroy, at the Disclosing Party’s option, all Confidential Information, provided, however that the Receiving Party may retain one copy of any such Confidential Information as necessary in the ordinary course of business.
2.1 The Parties agree that Client may obtain services through the execution of a Work Order, which will be subject to the terms of this Agreement. Company warrants that all Services provided by it will be performed in good faith, with reasonable skill, care and diligence. If any terms of a Work Order conflict with any terms or conditions of this Agreement, the terms of this Agreement shall govern, unless otherwise expressly stated in the applicable Work Order.
This section will detail how you will send or receive orders or services. Make sure the language here aligns with how things work at your company.
3.1 All orders shall be placed using a Work Order that shall be signed by both Parties of this Agreement.
3.2 Should changes to requested services under a Work Order be required, the Parties must mutually agree in writing to such changes. Change requests should be reasonable and made with consideration of established timelines for the Services in question.
3.3 Any changes to price must be agreed upon in writing by both parties before Services are furnished.
While you may not add the specific service cost amount in your master-service agreement, you must add your pricing terms. It includes the payment period, and payment methods. This section helps ensure you receive the money promptly with a payment method you’re comfortable using.
4.1 Client shall compensate Company for Company’s provision of Services in accordance with the terms detailed in the applicable Work Order.
4.2 The price of Services does not include any local, state, federal, or foreign sales or use taxes, excise taxes, goods and services tax, value added tax (VAT), country-specific business or professional services tax or similar tax on international services or foreign entities providing services, consumption taxes, packaging or shipping charges. Client shall assume and be solely responsible for any such applicable taxes. Applicable taxes are those in force at the date of invoicing.
4.3 Payment of all invoices is due strictly within thirty (30) days of the invoice data, other than amounts being disputed in good faith which shall require written notice on or before the due date of the invoice. Such notice shall specify the nature of the dispute. Client agrees to pay all undisputed amounts as provided above.
4.4 Payment of invoices shall be completed by check, bank transfer or direct debit. Any other method of payment must receive prior agreement from Company. Client undertakes to provide bank account details.
5.1 Delivery dates and turnaround times stated in any Work Order are estimates and do not constitute a commitment by Company. Nevertheless, Company shall make commercially reasonable efforts to meet the estimated delivery dates and turnaround times as stated in each Work Order.
5.2 Unless a different delivery method is specific in writing, notice of completion of deliverables shall be sent by email or via other electronic means, where possible. Deliverables shall be made to the attention of the persons indicated by Client in the Work Order, promptly after the Service is completed.
5.3 Company shall not be responsible for any delays in the timely progression of the Services to the extent that any such delay is attributable to Client action or inaction. During the performance of the Services, Client shall use commercially reasonable efforts to provide any approvals required to be given to Company in a timely manner.
This clause is imperative if you’re offering a service where a product or something similar is on loan. It acknowledges the responsibilities each party holds and the service quality. Both parties warrant that they can enter into the MSA. Signing it also means they agree and understand their responsibilities.
6.1 Company shall be entitled to store, aggregate and use any data generated as a result of the performance of Services. Data means anything information inferred from the furnishing of the Services related to this agreement.
6.2 Client hereby acknowledges and agrees that any and all inventions, discoveries, trade secrets, know-how, improvements, methods, mystems, software programs, practices, procedures and processes, and proprietary materials including but not limited to, structural and functional information and other data, whether or not patentable or copyrightable (“Intellectual Property”) that is owned or controlled by Company as of the Effective Date shall be the exclusive property of the Company.
This section of the MSA template document helps protect you against lawsuits. You ensure to indemnify the company against liability for specific events. It also helps to ensure the other party can’t hold you responsible for factors and circumstances outside your control.
7.1 All Services furnished under this agreement shall be performance with a commercially reasonable degree of care. However, Client acknowledges that the quality of Services may be impacted by outside factors outside of the Client’s control. As such, Client should independently verify the accuracy of Services and any related deliverables.
7.2 Each Party hereby agrees that either party (i) has full power and authority to enter into this Agreement and the undersigned is the duly authorized representative; (ii) agrees that this Agree is binding upon execution; and (iii) performance of this Agreement does not conflict with any other legal obligation of either Party.
8.1 In the event that any Services are improperly or inadequately furnished by Company, Client’s sole and exclusive remedy shall be for Client to either: (i) request that Company re-performan the improper or deficient Service(s), or (ii) request a refund of all amounts paid to Company for the inadequately performed Service(s).
8.2 Objections to performance of Service(s) must be made within thirty (30) days after Client receives the Services.
9.1 Neither Party shall be held liable for delays, errors, damages or other problems cause by events or circumstances which are unforseen or beyond such Party’s reasonable control.
This section ensures that neither party to this contract will be held liable for anything that goes wrong that fall outside of their control. If damages are sought, neither party will try to seek damages from the other party, so long as there is no negligence by either party.
10.1 Company shall defend, indemnify, and hold harmless Client from and against those liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorneys’ fees, court costs, and any amounts paid in settlement, referred to as “Damages”) claimed by a third party against Client as a direct result of Company’s gross negligence or willful misconduct; provided, however, that Company shall have no obligation under this Section for any Damages to the extent attributable to the negligence or willful misconduct of Client.
10.2 Client shall defend, indemnify, and hold harmless Company and its employees, officers, agents, representatives, successors, and assigns from and against any Damages claimed by a third party against Company; provided, however, that Client shall not be liable for any Damages to the extent attributable to the negligence or willful misconduct of the Company.
11.1 This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless otherwise terminated as permitted by this Section.
11.2 A Party may terminate this Agreement or any Work Order at any time for any reason so long as such Party provides a minimum of sixty (60) days prior written notice to the other Party. This Agreement and all relevant Work Orders may be terminated by either Party effective immediately upon written notice if (i) the other Party commits a material breach of any term of this Agreement or any Work Order which breach is irremediable or, if such breach is remediable, such breach remains uncured thirty (30) days after written notice of such breach (or five (5) days in the case of a failure to make payment of any invoice when due) is received; or (ii) the other Party files a petition or is subject to an involuntary petition filed against it under the U.S. Bankruptcy Code, or any successor statute.
11.3 In the event that this Agreement is terminated while any Work Orders are in force at that time, such Work Orders shall remain in effect and subject to the terms of this Agreement. The termination of any Work Order shall not cause the termination of any other Work Order or this Agreement, which shall remain in full force and effect unless and until terminated in accordance with this Section.
11.4 Upon termination of any Work Order, Client shall pay the Company within thirty (30) days following the effective date of termination, any and all amounts due and owing for Services performed and documented expenses incurred up to the effective date of termination.
11.5 Upon termination of this Agreement as permitted by this Section, neither Party shall have any further obligations except for (i) obligations accruing prior to the date of termination, and (ii) obligations, promises, or covenants set forth herein or in any unterminated Work Order that by their nature are meant to extend beyond the Term. The provisions of this Section together with any other section which is necessary for the interpretation or enforcement of this Agreement shall survive the expiry or termination of this Agreement howsoever arising.
This section will not necessarily apply to every MSA agreement. Companies should determine whether they wish to be an exclusive provider, while Clients may want to have flexibility in choosing other companies to provide the same or similar services to ensure the best price for that Service.
12.1 Subject to the terms and conditions of this Agreement, Client appoints Company, and Company hereby accepts such appointment as Client’s non-exclusive service provider. This Agreement shall not in any way prevent Client from seeking the same or similar services from another provider.