Provider-Friendly Master Service Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

"Agreement" means this Master Service Agreement, together with all Statements of Work and executed Change Orders, each as amended from time to time in accordance with its terms.

"Acceptance" means the acceptance, or deemed acceptance, of a Deliverable in accordance with the acceptance procedures set forth in this Agreement.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Change Order" means a written document signed by authorized representatives of both Parties that modifies the scope, Deliverables, Fees, schedule, or other terms of a Statement of Work.

"Client Materials" means all data, content, information, documents, software, systems, and other materials furnished or made available by or on behalf of the Client to the Service Provider in connection with the Services, excluding any Service Provider Materials.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Deliverables" means the work product, reports, documents, software, code, designs, and other tangible or intangible items that the Service Provider is required to deliver to the Client as specified in a Statement of Work, excluding Service Provider Materials to the extent not expressly identified as a Deliverable.

"Fees" means all amounts payable by the Client to the Service Provider for the Services, calculated on a time and materials basis at the Rates set forth in the applicable Statement of Work, together with reimbursable expenses and any other amounts payable under this Agreement.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, database rights, rights in designs, know-how, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world, including all applications, renewals, and extensions thereof.

"Rates" means the hourly or daily rates for the Service Provider's personnel, by role or category, as set forth in the applicable Statement of Work or, where not so specified, in the Service Provider's rate card of [rate card reference] then in effect.

"Service Provider Materials" means all software, tools, methodologies, processes, templates, frameworks, libraries, know-how, ideas, and other materials and technology owned, licensed, developed, or acquired by the Service Provider, whether before, during, or after the term of this Agreement, including all improvements, modifications, and derivatives thereof, and including any such items incorporated into or used to create the Deliverables.

"Services" means the services, tasks, and functions to be performed by the Service Provider for the Client as described in a Statement of Work or Change Order.

"Statement of Work" or "SOW" means a written document executed by both Parties that references this Agreement and describes the Services, Deliverables, schedule, Rates, estimated Fees, and other terms applicable to a particular engagement.

Headings are for convenience only and do not affect interpretation. The words "include" and "including" are deemed to be followed by "without limitation." References to "written" or "in writing" include email unless otherwise specified. References to a Section are to a section of this Agreement. Unless the context requires otherwise, the singular includes the plural and vice versa. No provision shall be construed against a Party by reason of that Party having drafted it.

The Service Provider shall perform the Services for the Client in accordance with this Agreement and each Statement of Work. This Agreement establishes the general terms governing all Services, and no Services shall be required to be performed unless and until a Statement of Work describing them has been executed by both Parties.

The Service Provider shall perform the Services in a professional manner, consistent with generally accepted industry standards for services of a similar nature. The Service Provider shall determine, in its discretion, the method, details, and means of performing the Services, subject to the requirements of the applicable Statement of Work.

The engagement under this Agreement is non-exclusive. Nothing in this Agreement shall restrict the Service Provider from providing services of any kind to any other person, or restrict the Client from engaging third parties for services, provided that the Client shall not use any third party in a manner that breaches the Service Provider's rights or the Client's obligations under this Agreement.

The Service Provider may assign personnel of its choosing to perform the Services and may replace or reassign such personnel at any time in its reasonable discretion. The Service Provider may engage subcontractors to perform all or any part of the Services, and shall remain responsible for their performance of the Services to the extent provided in this Agreement.

Any dates, timelines, or estimates provided by the Service Provider are good-faith estimates only and are not guaranteed, unless a Statement of Work expressly designates a date as a binding commitment. The Service Provider shall not be liable for delay to the extent caused by the Client, by a failure of the Client to satisfy its obligations under this Agreement, or by a Change Order.

The Client's principal contact for the administration of this Agreement is [Client Contact Name and Title], and the Service Provider's principal contact is [Service Provider Contact Name and Title]. Either Party may replace its principal contact by written notice to the other Party.

Affiliates of the Client may obtain Services under this Agreement by executing a Statement of Work, provided that the Client shall be jointly and severally liable with such Affiliate for all obligations of such Affiliate under this Agreement.

Each engagement shall be documented in a Statement of Work that shall include, at a minimum: (a) a description of the Services and Deliverables; (b) the anticipated schedule and milestones; (c) the applicable Rates and any estimated total Fees; (d) the Client's responsibilities and dependencies specific to the engagement; (e) the acceptance criteria for Deliverables; and (f) the identity of the Parties' project contacts. Items not specified shall be completed as [to be specified in the applicable Statement of Work].

A Statement of Work shall be effective only upon execution by authorized representatives of both Parties. Each Statement of Work shall incorporate by reference the terms of this Agreement and shall constitute a separate and independent agreement with respect to the Services described therein.

Any estimate of the total Fees, hours, days, or duration stated in a Statement of Work is provided for planning purposes only, shall not constitute a fixed price, cap, or guarantee, and shall not limit the Service Provider's right to be paid for all time actually expended, unless the Statement of Work expressly states that a specified amount is a not-to-exceed cap.

In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply, from highest to lowest: (a) an executed Change Order, solely as to the Statement of Work it modifies; (b) the applicable Statement of Work, but only where it expressly identifies the provision of this Agreement that it intends to override; (c) the body of this Agreement; and (d) any other document referenced in this Agreement.

No terms or conditions contained in any purchase order, vendor portal, invoice, acknowledgment, or other business form issued by the Client shall apply to the Services or modify this Agreement, even if signed or accepted by the Service Provider, and all such terms are hereby rejected and shall be of no force or effect.

Termination or expiration of a Statement of Work shall not affect any other Statement of Work, which shall continue in full force and effect in accordance with its terms and this Agreement.

Either Party may request a change to the scope, Deliverables, schedule, or other terms of a Statement of Work by submitting a written change request to the other Party. The Service Provider shall, within [number] Business Days of receiving a change request from the Client, notify the Client whether it is willing to accept the change and, if so, the anticipated effect of the change on the Fees, schedule, and other terms.

No change to a Statement of Work shall be binding on either Party unless and until it is set out in a Change Order executed by authorized representatives of both Parties. The Service Provider shall have no obligation to commence work on a requested change before a Change Order has been executed.

The Service Provider may charge the Client, at the applicable Rates, for the time spent evaluating and preparing a response to a change request that the Client submits, whether or not a Change Order results, to the extent such time exceeds [number] hours.

Each Change Order shall describe the change, the adjustments to the Services, Deliverables, schedule, Rates, and estimated Fees, and any other affected terms. Unless a Change Order expressly provides otherwise, all other terms of the Statement of Work shall remain unchanged.

If a change is required to comply with applicable law, or is caused by an inaccuracy in information or assumptions provided by the Client, a failure of the Client to perform its obligations, or a Client-requested modification of work already completed, the Service Provider shall be entitled to an equitable adjustment of the Fees and schedule, and the Parties shall document such adjustment in a Change Order.

The Service Provider may, upon not less than [number] days' written notice, adjust its Rates for any Services performed after the date specified in such notice, provided that any such adjustment shall not apply more than once in any period of 12 months or to Services already subject to a fixed Rate in an executed Statement of Work for the period stated therein.

The Client shall provide, at its own expense and in a timely manner, all cooperation, access, information, decisions, approvals, personnel, facilities, systems, and resources reasonably required by the Service Provider to perform the Services, including those identified in the applicable Statement of Work (collectively, the "Client Dependencies").

The Client shall designate a project representative with authority to make binding decisions on the Client's behalf in connection with the Services. The Service Provider shall be entitled to rely on any instruction, approval, or decision of such representative.

The Client represents and warrants that it has, and shall maintain throughout the term, all rights, licenses, consents, and permissions necessary to provide the Client Materials to the Service Provider and to permit the Service Provider to use the Client Materials for the purpose of performing the Services, and that the Service Provider's use of the Client Materials as contemplated herein shall not infringe or misappropriate the rights of any third party or violate applicable law.

The Client grants the Service Provider a non-exclusive, non-transferable (except to permitted subcontractors), royalty-free license during the term to use, reproduce, and modify the Client Materials solely as necessary to perform the Services.

The Client is solely responsible for the accuracy, completeness, and lawfulness of the Client Materials, for the Client's business decisions, and for its use of the Services and Deliverables. The Service Provider shall have no obligation to verify the Client Materials.

If the Client fails to perform any Client Dependency, or if the Client's acts or omissions delay or impede the Services, then: (a) the Service Provider shall be excused from any affected obligation and timeline to the extent of such failure or delay; (b) the Service Provider shall be entitled to an equitable extension of time and to payment, at the applicable Rates, for any resulting idle time, standby time, re-mobilization, or additional work; and (c) the Service Provider may suspend performance of the affected Services upon written notice until the Client cures such failure.

The Client shall be responsible for the security, backup, and maintenance of its own systems and data, and for ensuring that any access to its systems granted to the Service Provider complies with applicable law and with any third-party license requirements.

The Client shall pay the Service Provider for the Services on a time and materials basis. Fees shall be calculated by multiplying the hours or days actually worked by the Service Provider's personnel by the applicable hourly or daily Rates set forth in the Statement of Work, being [hourly rate / daily rate] for [role or category], and in the currency specified therein as [currency].

Unless otherwise stated in a Statement of Work, a "day" consists of [number] hours, and time shall be recorded and billed in increments of [number] minutes. Time spent in travel, meetings, project management, and reasonable preparation shall be billable at the applicable Rates. Work performed outside of normal business hours of [hours], or on weekends or public holidays, shall be billed at [overtime multiplier or premium] of the applicable Rates.

The Client shall reimburse the Service Provider for all reasonable and documented out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, meals, third-party software, licenses, equipment, and subcontractor costs approved by the Client, plus an administrative charge of [percentage] percent where specified in the Statement of Work. The Service Provider shall obtain the Client's prior approval for any single expense exceeding [amount].

The Service Provider shall invoice the Client [monthly / bi-weekly / upon milestone completion] in arrears for Fees and expenses incurred during the preceding period. Each invoice shall set out the Services performed, the time expended, the applicable Rates, and the expenses incurred, in reasonable detail.

[Where applicable, the Service Provider may require an advance payment or retainer in the amount of [amount] prior to commencing work under a Statement of Work, which shall be applied against the final invoices issued under that Statement of Work unless otherwise stated therein.]

The Client shall notify the Service Provider in writing of any good-faith dispute regarding an invoice, specifying the disputed items in reasonable detail, within [number] days of receipt of the invoice. Absent such notice, the invoice shall be deemed final and binding. The Client shall pay all undisputed portions of an invoice in accordance with this Agreement.

Invoices shall be delivered to the Client at [invoicing email or address], and the Client may update such details only by written notice to the Service Provider.

The Client shall pay each invoice in full, without set-off, deduction, or counterclaim, within [number] days of the date of the invoice, by wire transfer or other method agreed in writing to the account designated by the Service Provider in [bank account details].

Any amount not paid when due shall accrue interest from the due date until the date of actual payment at the lesser of: (a) [percentage] percent per month; and (b) the maximum rate permitted by applicable law. The Client shall also reimburse the Service Provider for all reasonable costs of collection, including reasonable legal fees and collection agency charges.

If any undisputed amount remains unpaid for more than [number] days after its due date, the Service Provider may, without liability and without prejudice to any other right or remedy, suspend the performance of any or all Services and withhold delivery of Deliverables upon [number] days' written notice until all overdue amounts, including interest, are paid in full.

All Fees and other amounts payable under this Agreement are exclusive of all sales, use, value-added, goods and services, withholding, excise, and similar taxes, duties, levies, and governmental charges (collectively, "Taxes"). The Client shall be responsible for all Taxes arising from this Agreement, other than taxes based on the Service Provider's net income.

If the Client is required by law to withhold any Taxes from a payment, the Client shall gross up the payment so that the Service Provider receives the full amount that it would have received absent such withholding, and shall promptly furnish official receipts or other evidence of payment of such Taxes to the relevant authority.

The Service Provider may apply any payment received to any outstanding invoice or amount owed, in the order the Service Provider determines in its discretion, notwithstanding any contrary instruction accompanying the payment.

All payments shall be made in [currency]. Where the Client pays in a currency other than the invoiced currency, the Client shall bear all costs of conversion and any shortfall resulting therefrom.

The Service Provider shall deliver each Deliverable to the Client in the manner specified in the applicable Statement of Work or, if not specified, by electronic means or other reasonable method. Delivery shall be deemed to occur upon the Service Provider making the Deliverable available to the Client.

Upon delivery of a Deliverable, the Client shall have [number] Business Days (the "Review Period") to review the Deliverable and to evaluate whether it materially conforms to the acceptance criteria specified in the applicable Statement of Work or, if none are specified, to the written description of the Deliverable in the Statement of Work.

If the Deliverable materially conforms to the applicable criteria, the Client shall accept it in writing before the end of the Review Period. If the Deliverable does not materially conform, the Client shall, before the end of the Review Period, deliver to the Service Provider a written notice of rejection describing in reasonable detail each respect in which the Deliverable fails to conform (a "Rejection Notice").

A Deliverable shall be deemed accepted, and Acceptance shall be deemed to have occurred, upon the earliest of: (a) the Client's written acceptance; (b) the expiration of the Review Period without the Client having delivered a valid Rejection Notice; and (c) the Client's use of the Deliverable in a production or commercial environment, or for any purpose other than review and testing.

Upon receipt of a valid Rejection Notice, the Service Provider shall use commercially reasonable efforts to correct the identified material non-conformities and redeliver the Deliverable within a reasonable period, whereupon a further Review Period of [number] Business Days shall apply, limited to verifying the correction of the non-conformities identified in the Rejection Notice. The foregoing process shall apply for up to [number] rounds of correction.

The Client's rights under this Section constitute the Client's sole and exclusive remedy, and the Service Provider's sole and exclusive obligation, with respect to any Deliverable that fails to conform to the applicable acceptance criteria. Acceptance shall not relieve the Client of its obligation to pay Fees for the Services, which are payable regardless of Acceptance, as the Services are charged on a time and materials basis.

Minor defects that do not materially affect the functionality or intended use of a Deliverable shall not constitute grounds for rejection and shall be addressed, if at all, as part of the Services under a subsequent Statement of Work or Change Order.

As between the Parties, the Service Provider shall own and retain all right, title, and interest, including all Intellectual Property Rights, in and to the Deliverables and the Service Provider Materials, whether created before or after the Effective Date and whether or not created in the course of performing the Services. To the extent that the Client or any of its personnel acquires any right, title, or interest in the Deliverables, the Client hereby irrevocably assigns, and shall cause its personnel to assign, all such rights to the Service Provider.

Subject to the Client's timely payment of all Fees due and to the terms of this Agreement, the Service Provider grants the Client a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted below), [perpetual / term-limited for [number] years], license to use, reproduce, and internally operate the Deliverables, in the territory of [territory], solely for the Client's own internal business purposes [and as otherwise described in the applicable Statement of Work].

The Service Provider Materials incorporated in or necessary to use the Deliverables are licensed to the Client on the same terms as the Deliverables, solely as embedded in or delivered with the Deliverables and not on a standalone basis.

The Client shall not, and shall not permit any third party to: (a) sell, rent, lease, sublicense, distribute, or otherwise commercialize the Deliverables or the Service Provider Materials; (b) reverse engineer, decompile, or disassemble any software included in them, except to the extent such restriction is prohibited by law; (c) remove or alter any proprietary notices; or (d) use them to develop a competing product or service. Affiliates of the Client may use the Deliverables under this license only with the Service Provider's prior written consent.

The Client retains ownership of the Client Materials and all Intellectual Property Rights therein. Nothing in this Agreement transfers ownership of the Client Materials to the Service Provider, other than the limited license granted in this Agreement.

The Service Provider shall be free to use all general knowledge, skills, experience, ideas, concepts, and techniques retained in the unaided memory of its personnel or developed in the course of the Services, provided that it does not disclose the Client's Confidential Information.

The license granted under this Section shall terminate automatically upon any breach by the Client of this Section, or upon termination of this Agreement due to the Client's breach or non-payment, and the Client shall thereupon cease all use of the Deliverables. All rights not expressly granted to the Client are reserved by the Service Provider.

The Client grants the Service Provider the right to identify the Client as a customer, including use of its name and logo, in the Service Provider's customer lists and marketing materials, subject to the Client's reasonable written trademark guidelines provided in advance.

The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use it solely to perform its obligations or exercise its rights under this Agreement; (c) not disclose it to any third party except as permitted herein; and (d) protect it using at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care.

The Receiving Party may disclose Confidential Information to its and its Affiliates' employees, officers, directors, subcontractors, professional advisors, insurers, and financing sources who have a need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where lawful, it gives the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order at its own expense, and discloses only that portion legally required.

The Service Provider Materials, the terms of the Service Provider's pricing, and the methodologies underlying the Services shall constitute the Service Provider's Confidential Information, regardless of whether marked as confidential.

Upon the written request of the Disclosing Party following termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except that the Receiving Party may retain copies as required by law, in routine backup systems, or as reasonably necessary to evidence performance under this Agreement, in each case subject to continuing confidentiality obligations.

The obligations in this Section shall survive for a period of [number] years after the termination or expiration of this Agreement, and, with respect to trade secrets, for so long as such information remains a trade secret. The Parties acknowledge that unauthorized disclosure may cause irreparable harm for which damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief without the requirement of posting a bond.

Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes its legal, valid, and binding obligation.

The Service Provider warrants to the Client that the Services shall be performed in a professional and workmanlike manner by personnel with appropriate skills. The Client must notify the Service Provider in writing of any breach of this warranty within [number] days of performance of the relevant Services, in which case the Service Provider shall, as its sole obligation and the Client's exclusive remedy, re-perform the non-conforming Services at no additional charge.

The Service Provider warrants that each Deliverable shall materially conform to its acceptance criteria at the time of Acceptance. The Client's sole and exclusive remedy for breach of this warranty shall be the correction process described in this Agreement.

The Client represents, warrants, and covenants that: (a) it shall use the Services and Deliverables in compliance with applicable law; (b) it has the rights described in this Agreement with respect to the Client Materials; and (c) it shall not use the Services or Deliverables in any manner that infringes or violates the rights of any third party.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, AND SERVICE PROVIDER MATERIALS ARE PROVIDED "AS IS," AND THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

The Service Provider does not warrant that the Services or Deliverables will be uninterrupted, error-free, or secure, that all defects will be corrected, or that the Services or Deliverables will achieve any particular result, outcome, or business objective. The Service Provider does not provide legal, tax, accounting, or regulatory advice unless expressly stated in a Statement of Work.

The Service Provider makes no warranty with respect to third-party products, software, or services, which are provided subject only to the warranties, if any, of the applicable third-party provider and which the Service Provider shall pass through to the Client to the extent permitted.

The warranties in this Section shall not apply to the extent that a non-conformity results from the Client Materials, from modifications to the Deliverables made by anyone other than the Service Provider, from use contrary to this Agreement or the Service Provider's instructions, or from the Client's failure to perform its obligations.

The Service Provider shall defend the Client, its officers, directors, and employees (the "Client Indemnitees") against any third-party claim, suit, or proceeding alleging that a Deliverable, as delivered by the Service Provider and used in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights (an "Infringement Claim"), and shall pay damages and costs finally awarded against the Client Indemnitees by a court of competent jurisdiction, or agreed in a settlement approved by the Service Provider in writing, in connection with such Infringement Claim.

The Service Provider shall have no obligation under this Section to the extent an Infringement Claim arises from: (a) Client Materials; (b) modifications to the Deliverables not made by the Service Provider; (c) combination of the Deliverables with items not supplied by the Service Provider; (d) use of the Deliverables in breach of this Agreement or after the Service Provider has notified the Client to discontinue use; (e) compliance with the Client's specifications or instructions; or (f) third-party materials.

If a Deliverable becomes, or in the Service Provider's opinion is likely to become, the subject of an Infringement Claim, the Service Provider may, at its option and expense: (a) procure the right for the Client to continue using it; (b) modify or replace it so that it is non-infringing with substantially equivalent functionality; or (c) terminate the license to it and refund the Fees paid for it, less depreciation calculated on a straight-line basis over [number] years. This Section and the remedies stated in it set forth the Service Provider's entire liability and the Client's sole and exclusive remedy with respect to any claim of infringement or misappropriation.

The Client shall defend, indemnify, and hold harmless the Service Provider, its Affiliates, and their respective officers, directors, employees, subcontractors, and agents (the "Provider Indemnitees") from and against any and all third-party claims, and all resulting losses, damages, liabilities, settlements, costs, and expenses, including reasonable legal fees, arising out of or relating to: (a) the Client Materials or the Service Provider's use of them in accordance with this Agreement; (b) the Client's use of the Services or Deliverables in breach of this Agreement or applicable law; (c) any modification of the Deliverables not made by the Service Provider; (d) the Client's gross negligence or willful misconduct; or (e) any claim arising from a Client decision or the Client's business operations.

The indemnified Party shall: (a) give the indemnifying Party prompt written notice of the claim, provided that any delay shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced; (b) grant the indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes an admission of fault or non-monetary obligation on the indemnified Party without its prior written consent, not to be unreasonably withheld.

The indemnified Party may participate in the defense of any claim with counsel of its own choosing and at its own expense.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, OR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT FIRST GIVING RISE TO THE LIABILITY.

The limitations and exclusions in this Section shall not apply to: (a) the Client's obligation to pay Fees and other amounts due under this Agreement; (b) liability arising from a Party's fraud or willful misconduct; (c) the Client's breach of the license restrictions or infringement or misappropriation of the Service Provider's Intellectual Property Rights; (d) liability that cannot be limited or excluded under applicable law; and (e) the Client's indemnification obligations under this Agreement.

The Parties acknowledge that the Fees reflect the allocation of risk set forth in this Agreement, that the Service Provider would not have entered into this Agreement without these limitations, and that these limitations shall apply even if any limited remedy fails of its essential purpose.

Any claim arising out of or relating to this Agreement must be commenced within [number] year(s) after the cause of action has accrued, failing which it shall be permanently barred.

Amounts paid by the Client for Fees owed shall not reduce the cap, and multiple claims shall not enlarge it. The Service Provider shall have no liability for any loss or damage to the extent caused by the Client's acts or omissions, the Client Materials, or the Client's failure to follow the Service Provider's reasonable recommendations.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [number] years (the "Initial Term"), and shall thereafter automatically renew for successive renewal terms of [number] year(s) each (each a "Renewal Term"), unless either Party gives the other written notice of non-renewal at least [number] days before the end of the then-current term (the Initial Term and all Renewal Terms, the "Term").

Either Party may terminate this Agreement or any Statement of Work for convenience upon not less than [number] days' written notice to the other Party, provided that the Client may not terminate for convenience any Statement of Work that specifies a minimum commitment or fixed term except upon payment of the Fees for the remainder of such commitment or term.

Either Party may terminate this Agreement or the affected Statement of Work upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [number] days after receiving written notice describing the breach in reasonable detail; provided that the cure period for non-payment by the Client shall be [number] days.

The Service Provider may terminate this Agreement or any Statement of Work immediately upon written notice if: (a) the Client breaches the provisions of this Agreement relating to Intellectual Property Rights or Confidential Information; (b) the Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, liquidation, or similar proceeding; or (c) the Client undergoes a change of control in favor of a competitor of the Service Provider.

Upon termination or expiration of this Agreement or any Statement of Work for any reason: (a) the Client shall pay all Fees for Services performed and expenses incurred up to the effective date of termination, together with any non-cancellable commitments made by the Service Provider on the Client's behalf; (b) the Client shall pay all outstanding invoices within [number] days; (c) all licenses granted to the Client for Deliverables not fully paid for shall terminate; and (d) each Party shall comply with its obligations regarding Confidential Information.

If the Client terminates for convenience, or if the Service Provider terminates for the Client's breach, the Client shall also pay the Service Provider [wind-down or early termination fee/amount] to compensate it for reasonable demobilization and personnel reallocation costs.

The Service Provider shall, upon request and payment of its Rates, provide reasonable transition assistance for a period of up to [number] days following termination, provided that all amounts then due have been paid.

Sections relating to definitions, payment obligations, Intellectual Property Rights, confidentiality, warranty disclaimers, indemnification, limitation of liability, non-solicitation, governing law and dispute resolution, and general provisions, and any other provisions that by their nature are intended to survive, shall survive termination or expiration of this Agreement.

During the Term and for a period of [number] months thereafter, the Client shall not, directly or indirectly, solicit for employment or engagement, or hire or engage, any employee or individual contractor of the Service Provider who has performed Services under this Agreement or with whom the Client has had material contact in connection with it (a "Covered Person"), without the Service Provider's prior written consent.

This restriction shall not prohibit general solicitations through advertisements or recruiters not targeted at Covered Persons, provided that the Client shall not hire any Covered Person who responds thereto unless [number] months have elapsed since such individual last performed Services.

If the Client breaches this Section, the Client shall pay the Service Provider, as liquidated damages and not as a penalty, an amount equal to [percentage or multiple] of the Covered Person's annualized total compensation with the Service Provider at the time of the breach, which the Parties agree is a reasonable estimate of the Service Provider's recruitment, training, and lost-opportunity costs.

The Parties acknowledge that the restrictions in this Section are reasonable in scope and duration and are necessary to protect the Service Provider's legitimate business interests. If any restriction is held unenforceable, it shall be modified to the minimum extent necessary to render it enforceable.

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties, and neither Party has authority to bind the other or to incur obligations on the other's behalf.

The Service Provider shall be solely responsible for the compensation, benefits, taxes, and insurance of its personnel and subcontractors, and its personnel shall not be entitled to participate in any benefit plan of the Client. The Client shall not control the manner or means by which the Services are performed, and shall not direct the Service Provider's personnel as though they were its employees.

The Service Provider's personnel shall comply with the Client's reasonable written site and security policies, provided in advance, when working at the Client's premises.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than the obligation to pay money, to the extent such failure or delay results from an event beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil disturbance, governmental action or order, labor disputes, utility or telecommunications failures, cyberattacks, or failures of third-party suppliers (a "Force Majeure Event").

The affected Party shall give prompt written notice to the other Party describing the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

The time for performance shall be extended for a period equal to the duration of the delay caused by the Force Majeure Event. The Client shall remain liable to pay for all Services performed and expenses incurred by the Service Provider up to and during the Force Majeure Event.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate the affected Statement of Work upon written notice, without liability other than payment of Fees and expenses accrued through the termination date.

A Force Majeure Event shall not excuse the Client's obligation to pay any amounts due under this Agreement, and an increase in costs or reduced profitability shall not by itself constitute a Force Majeure Event.

If the Services are materially affected by a Force Majeure Event, the Service Provider may reallocate its resources among its clients in a manner it reasonably determines, without liability to the Client.

This Agreement and all disputes, claims, or controversies arising out of or relating to it, including its formation, interpretation, performance, breach, or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through negotiation between their senior executives. Either Party may initiate such negotiation by written notice describing the dispute (a "Dispute Notice"). If the dispute is not resolved within [number] days after the Dispute Notice, either Party may proceed in accordance with this Section.

Any dispute not resolved under the preceding clause shall be [finally resolved by binding arbitration administered by [arbitration institution] in accordance with its rules then in effect / submitted to the exclusive jurisdiction of the courts of [jurisdiction and venue]]. Where arbitration applies, the tribunal shall consist of [number] arbitrator(s), the seat and place of arbitration shall be [city, jurisdiction], the language shall be English, and judgment on the award may be entered in any court having jurisdiction.

Where arbitration applies, the proceedings and any award shall be Confidential Information of both Parties, except as necessary to enforce the award or as required by law. The tribunal shall have no authority to award damages excluded or in excess of the limits in this Agreement.

Notwithstanding the foregoing, the Service Provider may at any time seek injunctive or other equitable relief, or commence an action to collect unpaid Fees, in any court of competent jurisdiction, and either Party may seek interim relief to protect its Intellectual Property Rights or Confidential Information.

The prevailing Party in any dispute resolution proceeding shall be entitled to recover its reasonable legal fees, costs, and expenses from the non-prevailing Party, as determined by the tribunal or court.

Pending resolution of a dispute, the Parties shall continue to perform their obligations under this Agreement, except that the Service Provider may exercise its suspension and termination rights as provided herein, and the Client shall continue to pay all undisputed amounts.

Any notice under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, or by email with confirmation of transmission, to the address of the receiving Party set out in the signature block below or as updated by notice. Notices shall be deemed received: (a) on delivery if by hand or courier; or (b) on the next Business Day after sending if by email, absent a notice of delivery failure.

This Agreement, together with all Statements of Work and Change Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, understandings, and agreements, whether written or oral. Each Party acknowledges that it has not relied on any statement not expressly set forth herein.

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver of it.

The Client shall not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, whether voluntarily, by operation of law, merger, or otherwise, without the Service Provider's prior written consent. The Service Provider may assign this Agreement to an Affiliate or to a successor to all or substantially all of its relevant business or assets. Any purported assignment in violation of this clause shall be void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and replaced with a valid provision that most closely reflects the Parties' intent, and the remaining provisions shall continue in full force and effect.

The Service Provider shall maintain insurance coverage of types and in amounts customary for its business, being not less than [insurance amounts], and shall provide evidence thereof on reasonable request.

Each Party shall comply with all laws applicable to its performance under this Agreement, including anti-corruption, export control, and sanctions laws. The Client shall not use the Services in violation of any such laws.

There are no third-party beneficiaries to this Agreement, except for the indemnitees named in the Indemnification section. This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.