[INSERT NAME OF YOUR COMPANY] Master Service Agreement (MSA)
This Master Service Agreement (the "Agreement") is entered into on [insert date] (the
"Effective Date") by and between [INSERT NAME OF YOUR COMPANY], a [insert
state in which your company is incorporated in] corporation with its principal place of
business at [insert address] ("Company"), and [INSERT CLIENT NAME], a [insert state]
corporation with its principal place of business at [insert address] ("Client").
1. Definitions
1.1. "Services" means the services to be provided by Company to Client under
this Agreement, as set forth in one or more Statements of Work.
1.2. "Statement of Work" means a document that describes the Services to be
performed by Company for Client, including any deliverables, milestones,
timelines, and compensation for such Services.
1.3. "Confidential Information" means all information disclosed by one party to
the other party, whether in writing, orally, or by inspection of tangible
objects, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the
circumstances surrounding its disclosure.
1.4. "Intellectual Property" means patents, trademarks, copyrights, trade
secrets, and any other proprietary rights recognized in any jurisdiction
worldwide.
2. Services
2.1 Upon execution of the Agreement and compliance with its terms, The
Company shall provide a work order per services listed in 2.2 below as per
client’s request.
2.2 Company provides the following Services:
i. Preparation of Individual/Mortgage Loan Originator License
applications
ii. Preparation of Mortgage Branch License applications
iii. Preparation of Mortgage Company License applications
iv. Preparation of Mortgage Annual Renewal applications
v. NMLS Licensing Maintenance service (Company)
vi. NMLS Licensing Maintenance service (Branch)
vii. NMLS Licensing Maintenance service (Individual)
viii. NMLS Company (MU1) Initial Profile Setup
ix. NMLS Branch (MU3) Initial Profile Setup
2.3 Company shall use commercially reasonable efforts to perform the
Services in a professional and workmanlike manner and in accordance
with industry standards.
2.4 Client shall provide Company with all necessary access to its facilities,
personnel, and information necessary for Company to perform the
Services.
3. Compensation and Payment
3.1. Client shall pay Company the fees set forth in each applicable Statement
of Work within [insert number] days of receipt of invoice.
3.2. Company shall be responsible for all expenses incurred in connection with
the performance of the Services, unless otherwise specified in the
applicable Statement of Work.
3.3. All payments shall be made in [insert currency] and shall be non-
refundable.
4. Intellectual Property
4.1 Client shall retain all right, title, and interest in and to its Intellectual Property.
4.2 Company shall retain all right, title, and interest in and to its Intellectual
Property.
4.3 Unless otherwise specified in the applicable Statement of Work, each party
shall retain all right, title, and interest in and to its pre-existing Intellectual
Property.
5. Confidentiality
5.1 Each party agrees to maintain the confidentiality of the other party’s
Confidential Information and to use such Confidential Information solely for
the purposes of this Agreement.
5.2 The obligations of confidentiality set forth in this Section shall survive the
termination or expiration of this Agreement for a period of [insert number]
years.
6. Term and Termination
6.1 This Agreement shall commence on the Effective Date and shall continue
until terminated in accordance with this Agreement.
6.2 Either party may terminate this Agreement upon [insert number] days written
notice to the other party if the other party breaches any material term or
condition of this Agreement and such breach remains uncured at the
expiration of such notice period.
6.3 Upon termination or expiration of this Agreement, all rights and obligations of
the parties shall cease except for those provisions that by their nature survive
termination or expiration.
7. Insurance
7.1 At all times during the term of this Agreement, The Company shall, at its own
expense, maintain with an insurance company or companies authorized to do
business in the state where the work is to be performed, or through a funded
or state approved self-insurance program.
7.2 Upon advance written notice, The Company shall provide additional amounts
or kinds of insurance as may reasonably be deemed necessary by Client from
time to time in response to the ongoing nature of operations and changes in
exposure to loss, but only to the extent the insurance is commercially
available, and provided Client pays the cost of said coverage.
7.3 The required insurance shall be maintained by The Company during the term
of this Contract, and shall not be canceled, altered, or amended by The
Company without thirty (30) days advance written notice to Client. The
Company agrees to have its insurance carrier furnish Client a certificate or
certificates evidencing insurance coverage in accordance with the
requirements of this Agreement.
8. Warranties and Representations
8.1 Company warrants and represents that it has the necessary expertise and
experience to perform the Services.
8.2 Client warrants and represents that it has the necessary rights and
permissions to provide Company with access to its facilities, personnel, and
information necessary for Company to perform the Services.
8.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, OR ACCURACY OR COMPLETENESS
OF ANY INFORMATION PROVIDED BY THE OTHER PARTY.
9. Limitation of Liability
9.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR
LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT SUCH
DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S INDEMNIFICATION
OBLIGATIONS HEREUNDER OR A PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE
OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE
AMOUNTS PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE
STATEMENT OF WORK DURING THE TWELVE (12) MONTHS
PRECEDING THE DATE THE CLAIM AROSE.
10. Indemnification
10.1 Company shall indemnify and hold harmless Client, its affiliates, and their
respective directors, officers, employees, and agents from and against any
and all claims, demands, suits, or proceedings, including reasonable
attorneys’ fees and expenses, arising out of or in connection with any breach
by Company of this Agreement.
10.2 Client shall indemnify and hold harmless Company, its affiliates, and their
respective directors, officers, employees, and agents from and against any
and all claims, demands, suits, or proceedings, including reasonable
attorneys’ fees and expenses, arising out of or in connection with any breach
by Client of this Agreement.
11. Governing Law and Venue
11.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of [insert state], without giving effect to any choice or
conflict of law provision or rule.
11.2 Any dispute arising out of or in connection with this Agreement shall be
resolved exclusively by arbitration in accordance with the rules of the
American Arbitration Association in [insert city and state]. The arbitrator’s
award shall be final and binding and may be entered as a judgment in any
court of competent jurisdiction.
11.3 Each party consents to the exclusive jurisdiction of the state and federal
courts located in [insert city and state] for any action arising out of or in
connection with this Agreement.
12. Entire Agreement
12.1 This Agreement, including any attached Statements of Work, constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous communications and
proposals, whether oral or written, between the parties.
12.2 This Agreement may not be amended or modified except in writing signed
by both parties.
13. Notices
13.1 Any notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been duly given: (a) upon delivery,
if delivered personally; (b) upon receipt, if sent by certified or registered mail,
return receipt requested; or (c) one business day after being sent by
reputable overnight courier with tracking capabilities. All notices shall be sent
to the addresses set forth below, or to such other address as may be
designated by a party by giving written notice to the other party pursuant to
this Section:
If to Company:
[Insert address]
[Insert email address]
If to Client:
[Insert address]
[Insert email address]
IN WITNESS WHEREOF, the parties have executed this Master Service Agreement as
of the date first written above.
[COMPANY NAME]
By: _________________________ Name: [INSERT NAME] Title: [INSERT TITLE]
[CLIENT NAME]
By: _________________________ Name: [INSERT NAME] Title: [INSERT TITLE]
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