MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is made and entered into as of [INSERT DATE] (the “Effective Date”) by and between [INSERT CLIENT NAME], a [INSERT STATE OF INCORPORATION] corporation (“Client”), and [INSERT SERVICE PROVIDER NAME], a [INSERT STATE OF INCORPORATION] corporation (“Service Provider”) also individually referred to as “Party” and collectively referred to as “Parties”.

  1. TERM

The term of this Agreement shall be for a period of one (1) year from the Effective Date, unless terminated earlier by either Party as provided in this Agreement.

  1. SCOPE OF SERVICES

 

  1. The Service Provider agrees to provide professional services (“Services”) and related deliverables to the Client as described in individual Statements of Work (SOWs) to be executed by the Parties.
  1. Each SOW shall include a detailed description of the services to be performed, deadlines for delivery, and compensation.
  1. Each SOW shall be incorporated into and become part of this Agreement.
  • PAYMENT

 

  1. The Client agrees to pay the Service Provider for the Services as described in each SOW. Payment shall be due within fourteen (14) calendar days of receipt of an invoice from the Service Provider.
  1. If the Client fails to pay any invoice when due, the Service Provider may suspend or terminate the Services until such time as payment is received.
  1. CLIENT RESPONSIBILITIES

 

  1. The Client agrees to provide timely and accurate input and feedback to the Service Provider, as necessary for the Service Provider to complete the Services.
  1. The Client also agrees to conduct itself in a professional and respectful manner in all communications with the Service Provider.
  1. The Service Provider may terminate this Agreement immediately if the Client engages in unprofessional or disrespectful conduct towards the Service Provider.
  1. INTELLECTUAL PROPERTY

 

  1. All intellectual property created or developed by the Service Provider in the course of providing the Services shall be the property of the Client.
  1. The Service Provider hereby assigns all rights, title, and interest in such intellectual property to the Client.
  2. The Service Provider retains no rights in such intellectual property except as expressly granted in this Agreement.
  1. CONFIDENTIALITY

 

  1. During this Agreement, either Party may have access to confidential or proprietary information of the other Party, including but not limited to trade secrets, business plans, financial information, and technical data (“Confidential Information”).
  1. Each Party agrees that it shall not use, disclose, or otherwise make available any Confidential Information of the other Party for any purpose other than the performance of its obligations under this Agreement, unless such disclosure is required by law.
  1. The receiving Party shall take reasonable measures to protect the Confidential Information of the disclosing Party from unauthorized use or disclosure and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
  1. This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue for a period of 3 years from the date of disclosure of the Confidential Information. Upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession or control.
  1. The provisions of this clause shall not apply to Confidential Information that:
  1. Is or becomes publicly available without breach of this Agreement by the receiving Party;
  1. Was in the receiving Party’s possession prior to disclosure by the disclosing Party;
  • Is obtained by the receiving Party from a third party without breach of any obligation of confidentiality owed to the disclosing Party; or
  1. Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.
  • GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule.

  • DISPUTE RESOLUTION

 

  1. Any dispute relating directly or indirectly to this Agreement between the Parties will be resolved through mediation.
  1. Failure to resolve the dispute through mediation, the Parties may pursue any other available legal remedies.
  1. GENERAL PROVISIONS

 

  1. Binding Agreement
  2. This Agreement is binding upon the Parties, their participating Affiliates, and their respective successors and permitted assigns.
  1. The Service Provider may wholly assign this Agreement or any part thereof to another party, whether pursuant to change of control, by operation of law or otherwise, with the other Party’s prior written consent.
  2. Entire Agreement
  3. This Agreement, together with any SOWs executed by both Parties and which are expressly incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties as to the subject matter hereof and supersedes all previous negotiations, agreements and understandings between the Parties.
  4. Severability

If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

  1. Force Majeure
    1. Neither Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes reasonably beyond the control of that Party.
  1. The Party experiencing the force majeure event agrees to give the other Party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
  1. No Waiver

The failure of either Party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.

  1. Amendment

Any amendments, changes, or additions to this Agreement shall be made in writing and signed by both Parties. Any such changes will be added as an addendum to this Agreement and will be captured on video and audio.

  1. Survival

All rights and obligations of the Parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

  1. TERMINATION
  1. Either Party may terminate this Agreement or any SOW upon thirty (30) days’ written notice to the other Party.
  1. The Service Provider may terminate this Agreement immediately if the Client fails to respond to Service Provider’s requests for input or information related to the performance of services for more than forty-eight (48) hours, engages in unprofessional or disrespectful conduct, or fails to pay any invoice when due.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

 

_______________________________________

[INSERT CLIENT NAME]                              (date)

_______________________________________

[INSERT SERVICE PROVIDER’S NAME]   (date)

 

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