Master Services Agreement
Framework agreement for U.S. customer projects managed through Company 2.
Open decisions
| Provider | [US ENTITY LEGAL NAME], [LEGAL FORM] |
|---|---|
| Customer | [CUSTOMER LEGAL NAME AND FORM] |
| Effective date | [EFFECTIVE DATE] |
| Provider address | [STREET ADDRESS], [CITY, STATE ZIP] |
| Governing law | [GOVERNING LAW] |
| Venue | [COURTS OR ARBITRATION VENUE] |
| Liability cap | [APPROVED LIABILITY CAP AND CARVE-OUTS] |
| Termination | [NOTICE, CURE, CONVENIENCE, AND RENEWAL RULES] |
1. Agreement structure
This MSA governs statements of work, accepted quotes, and orders between the parties. Each order identifies the services, deliverables, fees, schedule, acceptance method, and special terms. If documents conflict, the signed order or statement of work controls for project-specific terms, then this MSA, then referenced policies.
2. Services and project management
The Provider will perform the services stated in each order. Each party will name a project contact. The customer will provide decisions, materials, permissions, and access on time. A delay in customer dependencies may move the schedule. Scope changes require a written change order.
3. Fees, expenses, taxes, and payment
Fees and payment milestones are stated in the order. Approved expenses must be documented. Invoices are payable by bank transfer within [APPROVED PAYMENT TERM]. Taxes will be charged only under an approved tax configuration. Overdue amounts, suspension rights, and collection costs are subject to [APPROVED TERMS].
4. Acceptance
Deliverables are accepted under the acceptance form named in the order. The customer must identify material nonconformities within [REVIEW PERIOD]. The Provider will address valid nonconformities within the agreed scope. Deemed acceptance, if permitted, must follow the approved notice and timing rules.
5. Intellectual property and licenses
Each party retains its pre-existing materials. After full payment, ownership or license rights in deliverables are those stated in the order. Provider tools, methods, templates, and general know-how remain Provider materials. Open-source and other third-party materials remain subject to their licenses. Customer materials remain the customer's property, and the customer grants the limited license needed to perform the services.
6. Confidentiality
A receiving party will use confidential information only for this agreement and protect it with reasonable care. Standard exclusions apply to information already known, independently developed, lawfully received, or public without breach. Legally compelled disclosure is permitted with notice when lawful.
7. Data protection and security
If the Provider processes personal data on the customer's behalf, the parties will sign the applicable DPA before that processing begins. Security obligations, incident notices, and any customer-specific controls belong in the order or DPA.
8. Warranties
Each party warrants that it has authority to enter this MSA. The Provider warrants professional performance consistent with the order. The customer warrants that it has the rights needed for customer materials and instructions. All additional warranties and disclaimers require counsel approval.
9. Indemnification and liability
[COUNSEL TO INSERT APPROVED MUTUAL INDEMNITIES, DEFENSE PROCEDURE, LIABILITY CAP, EXCLUDED DAMAGES, AND CARVE-OUTS.]
10. Term and termination
This MSA begins on the Effective Date and continues until terminated under [APPROVED TERMINATION RULES]. Termination does not cancel accrued fees. The treatment of active orders, transition assistance, customer data, and prepaid recurring services must be stated in the final agreement.
11. General
The final agreement will address notices, assignment, subcontractors, independent-contractor status, force majeure, publicity, export compliance, severability, waiver, counterparts, electronic signatures, governing law, venue, and the complete agreement.
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