MASTER SERVICES AGREEMENT

 

THIS MASTER SERVICES AGREEMENT IS MADE ON THIS ………DAY OF APRIL, 2021

 

BETWEEN 

(Consultant’s Name)

[Address]

[Email]

 

-AND-

(Client’s Name) 

[Address]

[Email]

 

MASTER SERVICES AGREEMENT FOR THE PROVISION OF IT SERVICES 

 

 

 

 

 

MASTER SERVICES AGREEMENT FOR THE PROVISION OF IT SERVICES 

 

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into on…………day of……………Two Thousand and Twenty-One (2021)

BETWEEN;

(Include your name) ………., an IT Consulting firm with expertise in all matters relating to IT and whose current address is [insert address] of the one part hereinafter referred to as “The Consultant” 

AND

(Insert name Client) ……, whose address is (Insert Address) …………..of the other part. This party shall hereafter be referred to as “The Client”. 

 

WHEREAS;  

  • The Client is interested in the Consultant’s professional services, with the services initially being related to the supply of hardware and software and installation of the same. 
  • The Consultant shall deliver the agreed equipment subject to the terms and conditions agreed as well as the prompt payment of the consideration agreed herein. 
  • The parties have agreed to be bound by the terms of this written Agreement as well any other that may be agreed upon in writing. 

 

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS FOLLOWS: 

 

  • DEFINITIONS AND INTERPRETATION
  1. In this Agreement, except to the extent expressly provided otherwise:

“Agreement” means this Agreement and any amendments to this Agreements which may be made from time to time;

“Effective Date” means the date of execution of this Agreement;

“Proprietary or Confidential Information” includes, without limitation, (i) written or oral contracts, business methods, business policies, computer retained information, notes, or financial information among other related documents. 

“Intellectual Property Rights” means any rights in patent, copyright, trademark and trade name, related registrations, applications for registration and trade secrets, moral rights and goodwill. 

  1. Any annexures or schedules to this Agreement shall form an integral part of and be construed in accordance with this Agreement.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement. 
  4. Words denoting the singular shall include the plural and vice versa.
  5. Words denoting any gender shall include a reference to each other gender.

 

  • SCOPE OF SERVICES AND PARTIES’ RESPONSIBILITIES   
  • ……………
  • …………
  • Whereas the Consultant undertakes to supply excellent hardware and software to the Client, the Consultant shall not be liable for any cyber breaches, viruses and/or malware that may occur on the software or hardware caused by third parties and/or unknown sources. 
  • CONSIDERATION 
    1.  The Consultant shall charge an amount of USD ……………being the total amount for the fulfilment of the services that the Client has requested. 

 

  • The Consultant shall require that the Client pays for the service requested prior to delivery and/or before the order for services is fulfilled. Such payment shall be made on the first day of each month. 
  • Any professional services that is not within the managed services portion shall be subject to NET30 terms and the payment thereon shall be made not later than 30 days after completion of the project. 


  • All payments due shall be made through ACH withdrawal without exception unless parties agree otherwise in writing. 


  • CONFIDENTIALITY AND NON-DISCLOSURE 
    1. The Parties shall maintain the confidentiality of all the private affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 

 

  1. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. 

 

  • TERM AND TERMINATION

This Agreement shall come into force and effect on the Effective Date and shall remain effective for a period of 12—36 months. It may however be renewed vide a written agreement signed by both parties. 

 

Either party shall be at liberty to terminate this agreement by giving the other party a notice, not less than 30 days while ensuring that the terminating party has complied and fulfilled all their obligations including all financial obligations. 

 

Notwithstanding the above clause, there shall be an early termination fee payable by the Client should the Client opt to terminate this Agreement before the agreed time. 

  • FORCE MAJEURE 
    1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
    2. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
    3. The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

 

  • SEVERABILITY OF PROVISIONS

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement. 

 

If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  • WAIVER
    1. Failure by either party to enforce any provision of Agreement will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.  

 

  1. No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.  

 

  • GOVERNING LAW AND DISPUTE RESOLUTION 
    1. This Agreement shall be governed by and construed in accordance with the laws and regulations of the State of Texas. 

 

  1. Any dispute arising out of or in connection with this Agreement shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 30 days from the time the dispute arose, initial resort shall be had to private conciliation or mediation in a form agreed by the parties. If within a further 30 days after the dispute has arisen a satisfactory private conciliation or mediation process has not been agreed upon by the parties, or if within 60 days after the dispute has been submitted for private conciliation or mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court. 

 

  • NON-ASSIGNMENT 

Neither this Agreement nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the parties.

  • ENTIRE AGREEMENT
  • This Agreement constitutes the entire understanding and agreement between the Parties. This Agreement may not be modified except in a writing signed by the Parties and expressly referencing this Agreement. 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, each of which shall be considered an original, by themselves/respective signatory officials thereunto duly authorized as of the day and year first above written.

 

Signed by or on behalf of:

 

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS AGREEMENT 

 

CONSULTANT CLIENT 

NAME:                                                               NAME: 

_________________________                     _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

 

DATE: DATE: 

_________________________                     _________________________

 

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