Master Service Agreement (MSA) Template

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Master Services Agreement

 

This Master Services Agreement (“Agreement”) is entered into on the date of signature by both parties and is effective as of the date of the last signature below (the “Effective Date”).

 

Party A: ___________________________ with a mailing address of: ___________________________ (“Party A”)

 

Party B: ___________________________ with a mailing address of: ___________________________ (“Party B”) For the purpose of providing services to Party A, the Parties agree to the following:

 

  1. Provision of Services. Party B shall provide the services described in Exhibit A (the “Services”) to Party A in accordance with the terms and conditions of this Agreement. The Parties acknowledge that Exhibit A is incorporated by reference into, and shall be deemed part of, this Agreement.

 

  1. Engagement of Personnel. Party B shall provide the Services through the personnel identified in Exhibit B (the “Personnel”). The Parties acknowledge that Exhibit B is incorporated by reference into, and shall be deemed part of, this Agreement. Party B shall be solely responsible for the acts and omissions of the Personnel while providing the Services.

 

  1. Fees and Payment. Party A shall pay Party B the fees set forth in Exhibit C (the “Fees”). The Parties acknowledge that Exhibit C is incorporated by reference into, and shall be deemed part of, this Agreement. All invoices are due and payable within thirty (30) days of receipt. Party A shall reimburse Party B for all reasonable and documented expenses incurred by Party B in connection with the provision of the Services, including, but not limited to, travel and lodging expenses.

 

  1. nfidentiality. The Parties recognize that in the course of their business relationship, they may have access to Confidential Information of the other Party. "Confidential Information" means any information, technical data, trade secrets, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by drawings or inspection of parts or equipment. The receiving Party agrees to hold all such Confidential Information in strict confidence and not to use, disclose, or distribute any such Confidential Information to any third party without the prior written consent of the disclosing Party. The receiving Party will take all necessary and reasonable steps to safeguard the Confidential Information, including, but not limited to, ensuring that its employees, agents, and contractors comply with the terms of this clause. The receiving Party may disclose Confidential Information to its employees, agents, and contractors on a need-to-know basis only and provided that they are bound by confidentiality obligations at least as protective as those set forth in this Agreement. Upon termination or expiration of this Agreement, the receiving Party shall promptly return all Confidential Information in its possession, custody or control to the disclosing Party, or at the disclosing Party's option, destroy all Confidential Information and provide written certification of such destruction.

 

 

 

 

  1. Warranty. Party B warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

 

  1. Indemnification. Party B agrees to indemnify, defend, and hold harmless Party A, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable attorneys’ fees and costs arising out of or in connection with (i) any breach of this Agreement by Party B, or (ii) any negligent or willful misconduct by Party B or its personnel in providing the Services.

 

  1. Term and Termination. This Agreement shall commence on the Effective Date and shall remain in effect until all Services have been completed or as otherwise specified in Exhibit A. Either Party may terminate this Agreement upon written notice to the other Party if the other Party is in material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof.

 

  1. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for the payment of money) due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil or military authority, fire, flood, or strikes or other labor disputes (whether or not relating to either Party’s workforce). If a Party’s performance is delayed by a force majeure event, the affected Party will be excused from performance for the duration of the delay, provided it uses reasonable efforts to resume performance as soon as possible.

 

  1. Waiver. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.

 

  1. Relationship of the Parties. Nothing contained in this Agreement shall be construed to imply for any purpose the joint venture or partnership or employer-employee relationship of the Parties, it being understood and agreed that the Parties are and shall remain independent contractors to each other.

 

  1. Assignment. Neither this Agreement nor any right, interest or obligation under this Agreement may be transferred or assigned by either Party without the prior written consent of the other Party, except that either Party may transfer or assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of such Party’s assets to which this Agreement relates.

 

  1. Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the Parties and supersedes all prior or contemporaneous proposals or agreements, written or oral, regarding the subject matter hereof.

 

  1. Amendment. Any amendment to this Agreement must be in writing and signed by both Parties.

 

  1. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective solely to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without affecting the validity, legality and enforceability of the remaining provisions hereof in such jurisdiction or affecting the validity, legality and enforceability of such provision in any other jurisdiction.

 

  1. Waiver of Contempt. The failure by either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

 

  1. Construction. This Agreement shall be deemed to have been jointly prepared by the Parties. In the event of any ambiguity, the construction of this Agreement shall not be strictly for or against either Party.

 

  1. Section Headings. All section headings in this Agreement are for convenience only and are not part of this Agreement for any purpose.

 

  1. Governing Law. This Agreement will be governed by the laws of the state of _______________, without giving effect to the conflict of laws provisions thereof.

 

19.Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Master Services Agreement or the breach, termination, or invalidity thereof, the Parties agree to resolve such disputes through arbitration in accordance with the rules of the American Arbitration Association ("AAA") then in effect. The arbitration shall take place in a location mutually agreed upon by the Parties and shall be conducted before a single arbitrator selected in accordance with the AAA rules.

 

The arbitrator shall have the authority to grant any relief that a court of competent jurisdiction could order or grant, including, but not limited to, injunctive relief, specific performance, and monetary damages. The arbitrator shall issue a written opinion setting forth the findings of fact and conclusions of law upon which the award is based. The award rendered by the arbitrator shall be final, binding, and non-appealable, and judgment may be entered upon it in any court having jurisdiction thereof.

 

The Parties agree that any arbitration proceeding shall be limited to the dispute between the Parties individually and that no arbitration proceeding shall be consolidated with any other arbitration or proceeding involving any other party. Notwithstanding the foregoing, either Party may seek provisional remedies in a court of competent jurisdiction, including, without limitation, temporary restraining orders and preliminary injunctions, without waiving its right to arbitration. Each Party shall bear its own costs and expenses associated with any arbitration, including its own attorneys' fees and costs, and shall share equally in the fees and expenses of the arbitrator and the AAA.

 

The arbitrator shall have the power to award any relief that a court of competent jurisdiction could order or grant, including but not limited to damages, specific performance and attorneys’ fees. The arbitrator shall issue a written opinion stating the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding on the Parties and may be enforced in any court having jurisdiction thereof. The Parties agree that any arbitration proceeding shall be limited to the dispute between the Parties individually, and that no arbitration proceeding shall be brought as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. Notwithstanding the foregoing, each Party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction.

 

  1. Notice. Any notice required or permitted to be given under this Agreement shall be sufficiently given if delivered in person or by commercial overnight courier service or sent by facsimile or email to the address of the Party to be notified as set forth below (or such other address as such Party may designate from time to time in writing): If to Party A: ___________________________ ___________________________ ___________________________

Fax: ___________________________

Email: ___________________________

 

With a copy to: ___________________________ ___________________________ ___________________________

Fax: ___________________________

Email: ___________________________

 

If to Party B: ___________________________ ___________________________ ___________________________

Fax: ___________________________

Email: ___________________________

 

With a copy to: ___________________________ ___________________________ ___________________________

 

Fax: ___________________________

 

Email: ___________________________

 

  1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

 

  1. Further Assurances. Each Party shall execute and deliver such additional documents and instruments and shall take such further acts as may reasonably be requested by the other Party to effectuate the purposes of this Agreement.

 

  1. Exhibits. The following exhibits are incorporated by reference into, and shall be deemed part of, this Agreement:

 

Exhibit A: Statement of Work

 

Exhibit B: Personnel

 

Exhibit C: Fees IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

 

Party A: ___________________________

By: ___________________________

Name: ___________________________

Title: ________________________

 

Party B: ___________________________

By: ___________________________

Name: ___________________________