Master Services Agreement (General)
1. Definitions**
1.1. “Services”: The managed IT, cloud, networking, and related services described in one or more Statements of Work (“SOWs”), each incorporated herein by reference.
1.2. “Deliverables”: Any tangible work product or documentation provided by Provider to Client under an SOW.
1.3. “Confidential Information”: Non-public business, technical, or financial information disclosed by one party to the other.
1.4. Additional defined terms may be added as necessary.
2. Engagement; Statements of Work
2.1. Scope. Provider shall perform the Services and deliver the Deliverables described in each SOW.
2.2. SOWs. Each SOW shall specify scope, schedule, fees, deliverables, acceptance criteria, and specific responsibilities.
2.3. Change Orders. Any changes to an SOW must be documented in a written change order signed by both parties.
3. Term and Termination
3.1. Term. This Agreement begins on the Effective Date and continues for an initial term of [X] years, unless earlier terminated.
3.2. Termination for Convenience. Either party may terminate upon [30/60/90] days’ written notice.
3.3. Termination for Cause. Either party may terminate if the other material breaches and fails to cure within [30] days of notice.
3.4. Effects of Termination. Upon termination, Client pays for all Services performed and non-cancellable commitments. Provider returns Client property.
4. Fees and Payment
4.1. Fees. Client shall pay fees as set forth in each SOW or pricing schedule.
4.2. Invoices. Provider shall invoice monthly (or as set forth), and Client pays within [30] days of receipt.
4.3. Late Payments. Late payments accrue interest at [1.5%] per month or maximum allowed by law.
5. Service Levels and Support
5.1. Service Levels. The specific performance metrics, response times, uptime commitments, and remedies shall be defined in one or more Service Level Agreements (“SLAs”) executed by the parties and incorporated herein by reference. Each SLA shall be separately signed by both parties prior to commencement of services governed by that SLA.
5.2. Reporting. Provider shall deliver any reports, dashboards, or metrics required by each SLA according to the schedule set forth therein.
5.3. Remedies. Credits, service restoration procedures, or other remedies for SLA breaches shall be as detailed in the applicable SLA.
6. Confidentiality
6.1. Protection. Each party shall protect the other’s Confidential Information using at least the same degree of care as its own.
6.2. Use. Confidential Information shall be used only to perform obligations under this Agreement.
6.3. Exclusions. Information that is public, received from a third party, or independently developed is not Confidential Information.
7. Intellectual Property
7.1. Pre-Existing IP. Each party retains all rights to its pre-existing intellectual property.
7.2. Deliverables. Provider grants Client a non-exclusive, perpetual license to use the Deliverables.
7.3. Third-Party Components. Use of third-party software is governed by their respective license terms.
8. Data Security and Privacy
8.1. Compliance. Provider shall comply with applicable data protection laws (e.g., GDPR, HIPAA).
8.2. Security Controls. Provider shall implement appropriate administrative, physical, and technical safeguards to protect Client data.
8.3. Breach Notification. Provider shall notify Client of any data breach within [72 hours] of discovery.
9. Warranties and Disclaimers
9.1. Warranties. Provider warrants that Services will be performed in a professional manner consistent with industry standards.
9.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES.
10. Limitation of Liability
10.1. Exclusion. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.
10.2. Cap. Each party’s aggregate liability shall not exceed the total fees paid in the [12] months preceding the claim.
11. Indemnification
11.1. By Provider. Provider shall indemnify and defend Client against third-party claims arising from gross negligence or willful misconduct.
11.2. By Client. Client shall indemnify Provider against claims arising from Client’s misuse of the Services.
12. Insurance
12.1. Provider shall maintain appropriate insurance coverage, including commercial general liability, professional liability, and cyber liability insurance.
13. Compliance and Audit
13.1. Provider shall comply with all applicable laws and regulations.
13.2. Client may audit Provider’s compliance with security and confidentiality obligations once per year upon reasonable notice.
14. Force Majeure
Neither party shall be liable for delays caused by events beyond its reasonable control (e.g., acts of God, war).
15. Governing Law and Dispute Resolution
15.1. Governing Law. This Agreement is governed by the laws of the State of [State].
15.2. Dispute Resolution. Parties shall first attempt to resolve disputes by negotiation or mediation before resorting to court.
16. Notices
Notices shall be in writing and delivered to the contact information set forth in the preamble.
17. Miscellaneous
17.1. Relationship. Parties are independent contractors; no joint venture or agency.
17.2. Assignment. Neither party may assign without the other’s prior written consent, except to a successor in interest.
17.3. Severability. Invalid provisions shall be severed without affecting the remainder.
17.4. Entire Agreement. This Agreement constitutes the entire understanding between the parties.