This Master Services Agreement (“Agreement”) is made between [insert name of the client] which has a
place of business at [insert details] (hereinafter “Client”), and Alexander Risk Consulting Group, a
Pennsylvania corporation having its principal place of business at [insert address] (hereinafter
“Alexander”). When signed by both parties, this Agreement will set forth the terms and conditions under
which Alexander agrees to provide certain services to Client as set forth herein.
A. Client is in the business of [insert the nature of the business that the client is involved in]. Alexander is
in the business of providing Security Research Services, Private Investigations, conducting Due Diligence,
and other services in the security industry and has made significant, up-front investments in
technologies related to that industry.
B. Client and Alexander desire to enter into this Agreement to provide the terms and conditions upon
which Client may engage Alexander from time-to-time to provide services for various projects by
executing individual Work Orders (as defined below) specifying the details of the services and the
related terms and conditions.

1.0 Scope of the Agreement; Work Orders; Nature of Services.
(a) Scope of Agreement. As a “master” form of contract, this Agreement allows the parties
to contract for multiple projects through the issuance of multiple Work Orders (as discussed in Section
1(b) below), without having to re-negotiate the basic terms and conditions contained herein. This
Agreement covers the provision of services by Alexander and Alexander’s corporate affiliates and,
accordingly, this Agreement represents a vehicle by which Client can efficiently contract with Alexander
and its corporate affiliates for a broad range of services.
(b) Work Orders. The specific details of each project under this Agreement (each “Project”)
shall be separately negotiated and specified in writing on terms and in a form acceptable to the parties
(each such writing, a “Work Order”). A sample Work Order is attached hereto as Exhibit A. Each Work
Order will include, as appropriate, the scope of work, timeline, and budget and payment schedule. Each
Work Order shall be subject to all of the terms and conditions of this Agreement, in addition to the
specific details set forth in the Work Order. To the extent any terms or provisions of a Work Order
conflict with the terms and provisions of this Agreement, the terms and provisions of this Agreement
shall control, except to the extent that the applicable Work Order expressly and specifically states an
intent to supersede the Agreement on a specific matter. All Work Orders and other exhibits hereto shall
be deemed to be incorporated herein by reference.
(c) Nature of Services. The services covered by this Agreement may include [insert services
that you offer] and other research and development services requested by Client and agreed to by
Alexander as set forth in the relevant Work Order (collectively, the “Services”). Alexander and Client,
where appropriate, shall cooperate in the completion of a Transfer of Obligations Form in conjunction

with the relevant Work Order. Any responsibilities not specifically transferred in the Transfer of
Obligations Form shall remain the regulatory responsibility of Client.
2.0 Payment of Fees and Expenses. Client will pay Alexander for fees, expenses, and pass- through
costs in accordance with the budget and payment schedule contained in each Work Order. Based on the
estimated cash flow of the Project, Client agrees that a prepayment may be needed for Alexander to
maintain cash neutrality over the term of the Project taking into account the payment terms agreed to
between the parties. Unless otherwise agreed in a particular Work Order, the following shall apply: (a)
Alexander will invoice Client in accordance with the budget and payment schedule for its fees, and
monthly for its expenses and pass-through costs incurred in performing the Services; and, (b) with the
exception of any prepayment or advances and investigator invoices, which are due and payable upon
receipt, all other invoice payments shall be made to Alexander within thirty (30) days of receipt. In the
event that taxes or duties, of whatever nature, are required to be made or withheld on payments made
pursuant to this Agreement or an applicable Work Order by any state, federal, provincial or foreign
government, including, but not limited to, Value Added Tax, Client shall promptly pay said taxes and
duties to the appropriate taxing authority without any deduction to any amount owed to Alexander.
Client shall secure and deliver to Alexander any official receipt for any such taxes paid. Alternatively,
Alexander may invoice Client for the taxes, without a mark-up, as a pass-through expense, collect the
taxes from Client, and pay the taxes due on the Services. For the avoidance of doubt, the requirements
of this provision shall not apply to any employment-related taxes, duties, or withholding and shall only
apply to taxes applicable to the Services. Expenses and pass-through costs will be supported by a
summary sheet. For Projects over multiple calendar years, the budget will include an annualization
percentage. If any portion of an invoice is disputed, then Client shall pay the undisputed amounts as set
forth in the preceding sentence and the parties shall use good faith efforts to reconcile the disputed
amount as soon as practicable. Client shall pay Alexander interest in an amount equal to one percent
(1%) per month (or the maximum lesser amount permitted by law) of all undisputed amounts owing
hereunder and not paid within thirty (30) days of the date of the invoice.
3.0 Term. This Agreement shall commence on the date it has been signed by all parties and shall
continue for a period of five (5) years from the date of execution, or until terminated by either party in
accordance with Section 15 below. The Agreement will automatically renew each year thereafter for a
period of one year, unless either party notifies the other party in writing at least 30 days prior to the
renewal date that it does not want to renew the Agreement.
4.0 Change Orders. Any change in the details of a Work Order or the assumptions upon which the
Work Order is based (including, but not limited to, changes in an agreed starting date for a Project or
suspension of the Project by Client) may require changes in the budget and/or timelines, and shall
require a written amendment to the Work Order (a “Change Order”). Each Change Order shall detail the
requested changes to the applicable task, responsibility, duty, budget, timeline or other matter. The
Change Order will become effective upon the execution of the Change Order by both parties, and
Alexander will be given a reasonable period of time within which to implement the changes. Both
parties agree to act in good faith and promptly when considering a Change Order requested by the
other party. Without limiting the foregoing, Client agrees that it will not unreasonably withhold approval
of a Change Order, even if it involves a fixed price contract, if the proposed changes in budgets or time
lines result from, among other appropriate reasons, forces outside the reasonable control of Alexander
or changes in the assumptions upon which the initial budget or time lines were based, including, but not

limited to, the assumptions set forth in the budget or timelines. Alexander reserves the right to
postpone effecting material changes in the Project’s scope until such time as the parties agree to and
execute the corresponding Change Order. For any Change Order that affects the scope of the regulatory
obligations that have been transferred to Alexander, Alexander and Client shall execute a corresponding
amendment to the Transfer of Obligations Form. Client shall file such amendment where appropriate, or
as required by law or regulation.
5.0 Confidentiality. It is understood that during the course of this Agreement, Alexander and its
employees may be exposed to data and information that are confidential and proprietary to Client. All
such data and information (hereinafter “Client Confidential Information”) written or verbal, tangible, or
intangible, made available, disclosed, or otherwise made known to Alexander and its employees as a
result of Services under this Agreement shall be considered confidential and shall be considered the sole
property of Client. All information regarding Alexander’s operations, methods, and pricing and all
Alexander’s Property (as defined in Section 6.0 below), disclosed by Alexander to Client in connection
with this Agreement is proprietary, confidential information belonging to Alexander (the “Alexander
Confidential Information”, and together with the Client Confidential Information, the “Confidential
Information”). The Confidential Information shall be used by the receiving party and its employees only
for purposes of performing the receiving party’s obligations hereunder. Each party agrees that it will not
reveal, publish, or otherwise disclose the Confidential Information of the other party to any third party
without the prior written consent of the disclosing party. Each party agrees that it will not disclose the
terms of this Agreement or any Work Order to any third party without the written consent of the other
party, which shall not unreasonably be withheld.
These obligations of confidentiality, non-disclosure, and non-use shall remain in effect for a period of
ten (10) years after the completion or termination of the applicable Work Order.
The foregoing obligations shall not apply to Confidential Information to the extent that it: (a) is or
becomes generally available to the public other than as a result of a disclosure by the receiving party; (b)
becomes available to the receiving party on a non-confidential basis from a source which is not
prohibited from disclosing such information; (c) was developed independently of any disclosure by the
disclosing party or was known to the receiving party prior to its receipt from the disclosing party, as
shown by contemporaneous written evidence; or, (d) is required by law or regulation to be disclosed.
6.0 Ownership and Inventions. All data and information generated or derived by Alexander as the
result of services performed by Alexander under this Agreement shall be and remain the exclusive
property of Client. Any inventions that may evolve from the data and information described above or as
the result of services performed by Alexander under this Agreement shall belong to Client and
Alexander agrees to assign its rights in all such inventions and/or related patents to Client.
Notwithstanding the foregoing, Client acknowledges that Alexander possesses certain inventions,
processes, know-how, trade secrets, improvements, other intellectual properties and other assets,
including but not limited to analytical methods, procedures and techniques, procedure manuals,
personnel data, financial information, computer technical expertise and software, which have been
independently developed by Alexander and which relate to its business or operations (collectively
“Alexander’s Property”). Client and Alexander agree that any Alexander’s Property or improvements
thereto which are used, improved, modified, or developed by Alexander under or during the term of this
Agreement are the sole and exclusive property of Alexander.

7.0 Records and Materials. At the completion of the Services by Alexander, all materials,
information, and all other data owned by Client, regardless of the method of storage or retrieval, shall
be delivered to Client in such form as is then currently in the possession of Alexander, subject to the
payment obligations set forth in Section 2 herein. Alternatively, at Client’s written request, such
materials and data may be retained by Alexander for Client for an agreed-upon time period or disposed
of pursuant to the written directions of Client. Client shall pay the costs associated with any of the above
options and shall pay a to-be-determined fee for storage by Alexander of records and materials after
completion or termination of the Services. Alexander, however, reserves the right to retain, at its own
cost and subject to the confidentiality provisions herein, copies of all materials that may be needed to
satisfy regulatory requirements or to resolve disputes regarding the Services. Nothing in this Agreement
shall be construed to transfer from Client to Alexander any FDA or regulatory record-keeping
requirements unless such transfer is specifically provided for in the applicable Transfer of Obligations
8.0 Independent Contractor Relationship. For the purposes of this Agreement, the parties hereto
are independent contractors, and nothing contained in this Agreement shall be construed to place them
in the relationship of partners, principal and agent, employer/employee or joint venturers. Neither party
shall have the power or right to bind or obligate the other party, and neither party shall hold itself out as
having such authority.
9.0 a) Regulatory Compliance. Alexander agrees that its Services will be conducted in compliance
with all applicable laws, rules, and regulations. Alexander, however, is not responsible for the
compliance or non-compliance of applications or systems used by third parties. Client represents and
certifies that it will not require Alexander to perform any assignments or tasks in a manner that would
violate any applicable law or regulation. Client further represents that it will cooperate with Alexander in
taking any actions that Alexander reasonably believes are necessary to comply with the regulatory
obligations that have been transferred to Alexander.
b) Inspections and Audits. Each party acknowledges that the other party may respond independently to
any regulatory correspondence or inquiry in which such party or its affiliates is named. Each party,
however, shall notify the other party promptly of any FDA or other governmental or regulatory
inspection or inquiry concerning any study or Project of Client in which Alexander is providing Services.
During any such inspection or inquiry, the parties agree to make reasonable efforts to disclose only the
information required to be disclosed.
10.0 Conflict of Agreements. Alexander represents to Client that it is not a party to any agreement
which would prevent it from fulfilling its obligations under this Agreement and that during the term of
this Agreement, Alexander agrees that it will not enter into any agreement to provide services which
would in any way prevent it from providing the Services contemplated under this Agreement. Client
agrees that it will not enter into an agreement with a third party that would alter or affect the
regulatory obligations delegated to Alexander in any Project without the written consent of Alexander,
which will not be unreasonably withheld.

11.0 Publication. Project results may not be published or referred to, in whole or in part, by
Alexander or its affiliates without the prior expressed written consent of Client. Neither party will use
the other party’s name in connection with any publication or promotion without the other party’s prior,
written consent.
12.0 Limitation of Liability.
a) Neither Alexander, nor its affiliates, directors, officers, employees, subcontractors, or
agents shall have any liability (including without limitation, contract, negligence and tort liability) for any
loss of profits, opportunities or goodwill or any type of indirect or consequential damages in connection
with this Agreement or any Work Order or the Services performed by Alexander.
b) In no event shall the collective, aggregate liability (including without limitation, contract,
negligence, and tort liability) of Alexander or its affiliates, directors, officers, employees, subcontractors
or agents under this Agreement exceed the amount of fees actually received by Alexander from Client
under the applicable Work Order.
13.0 Indemnification. Client shall indemnify, defend and hold harmless Alexander and its affiliates,
and its and their directors, officers, employees and agents (each, a “Alexander Indemnified Party”), from
and against any and all losses, damages, liabilities, reasonable attorney fees, court costs, and expenses
(collectively “Losses”), joint or several, resulting or arising from any third-party claims, actions,
proceedings, investigations or litigation relating to or arising from or in connection with this Agreement,
any Work Order, or the Services contemplated herein (including, without limitation, any Losses arising
from or in connection with any project to which this Agreement or any Work Order relates), except to
the extent such Losses are determined to have resulted solely from the negligence or intentional
misconduct of the Alexander Indemnified Party seeking indemnity hereunder.
14.0 Indemnification Procedure. Alexander shall give Client prompt notice of any such claim or
lawsuit (including a copy thereof) served upon it and shall fully cooperate with Client and its legal
representatives in the investigation of any matter the subject of indemnification. Alexander shall not
unreasonably withhold its approval of the settlement of any claim, liability, or action covered by this
Indemnification provision.
15.0 Termination. Client or Alexander may terminate this Agreement or any Work Order without
cause at any time during the term of the Agreement on sixty (60) day’s prior written notice to Alexander
or Client, as appropriate. Either party may terminate this Agreement or any Work Order for material
breach upon thirty (30) days’ written notice specifying the nature of the breach, if such breach has not
been substantially cured within the thirty (30) day period. During the 30-day cure period for termination
due to breach, each party will continue to perform its obligations under the Agreement. If the
termination notice is not due to a breach, or if the cure period has expired without a substantial cure of
the breach, then the parties shall promptly meet to prepare a close-out schedule, and Alexander shall
cease performing all work not necessary for the orderly close-out of the Services or required by laws or
regulations. If Alexander determines, in its sole discretion, that its continued performance of the
Services contemplated by one or more Work Orders would constitute a potential or actual violation of
regulatory standards of integrity, then Alexander may terminate the applicable Work Order(s) by giving
written notice stating the effective date (which may be less than thirty days from the notice date) of
such termination. Either party may terminate this Agreement or any Work Orders immediately upon

provision of written notice if the other party becomes insolvent or files for bankruptcy. Any written
termination notice shall identify the specific Work Order or Work Orders that are being terminated.
If this Agreement or any Work Order is terminated, Client shall pay Alexander for all Services performed
in accordance with this Agreement and any applicable Work Order and reimburse Alexander for all costs
and expenses incurred in performing those Services, including all non-cancelable costs incurred prior to
termination but paid after the termination date. Client shall pay for all the work actually performed in
accordance with this Agreement and the applicable Work Order, even if the parties’ original payment
schedule spreads-out payments for certain services or defers payments for certain services until the end
of the Project.
16.0 Relationship with Affiliates. Client agrees that Alexander may use the services of its corporate
affiliates as subcontractors to fulfill Alexander’s obligations under this Agreement or any Work Order.
Alexander shall remain responsible for all Services performed by its affiliates, and its affiliates shall be
subject to all of the terms, conditions and rights applicable to Alexander under this Agreement or any
Work Order. Any affiliate of Alexander or Client may enter into a Work Order under this Agreement, and
the terms, conditions and rights in this Agreement shall be incorporated into the Work Order and be
binding on such affiliate. The term “affiliate” shall mean all entities controlling, controlled by or under
common control with Alexander.
17.0 Cooperation; Client Delays; Disclosure of Hazards. Client shall forward to Alexander in a timely
manner all documents, materials and information in Client’s possession or control necessary for
Alexander to conduct the Services. Alexander shall not be liable to Client nor be deemed to have
breached this Agreement for errors, delays or other consequences arising from Client’s failure to timely
provide documents, materials or information or to otherwise cooperate with Alexander in order for
Alexander to timely and properly perform its obligations, and any such failure by Client shall
automatically extend any timelines affected by a time period reasonably commensurate to take into
account such failure, unless Client agrees in writing to pay any additional costs that would be required to
meet the original timeline.
18.0 Force Majeure. In the event either party shall be delayed or hindered in or prevented from the
performance of any act required hereunder by reasons of strike, lockouts, labor troubles, inability to
procure materials or services, failure of power or restrictive government or judicial orders, or decrees,
riots, insurrection, war, Acts of God, inclement weather or other reason or cause beyond that party’s
control, then performance of such act (except for the payment of money owed) shall be excused for the
period of such delay.
19.0 Notices and Deliveries. Any notice required or permitted to be given hereunder by either party
hereunder shall be in writing and shall be deemed given on the date received if delivered personally or
by a reputable overnight delivery service, or three (3) days after the date postmarked if sent by
registered or certified mail, return receipt requested, postage prepaid to the following addresses:
If to:
Alexander Risk Consulting Group
Attention: [insert name]
Address: [insert address]

If to:
[insert client’s name]
Attention: [insert name]
Address: [insert address]
20.0 Data Protection. Alexander and Client agree to comply with all applicable privacy laws and
21.0 Binding Agreement and Assignment. This Agreement shall be binding upon and inure to the
benefit of Client and Alexander and their respective successors and permitted assignees. Except as
stated above, neither party may assign any of its rights or obligations under this Agreement to any party
without the express, written consent of the other party.
22.0 Choice of Law, Waiver and Enforceability. This Agreement shall be construed, governed,
interpreted, and applied in accordance with the laws of the State of Pennsylvania, exclusive of its
conflicts of law provisions. The failure to enforce any right or provision herein shall not constitute a
waiver of that right or provision. Any waiver of a breach of a provision shall not constitute a waiver of
any subsequent breach of that provision. If any provisions herein are found to be unenforceable on the
grounds that they are overly broad or in conflict with applicable laws, it is the intent of the parties that
such provisions be replaced, reformed, or narrowed so that their original business purpose can be
accomplished to the extent permitted by law, and that the remaining provisions shall not in any way be
affected or impaired thereby.
23.0 Survival. The rights and obligations of Client and Alexander, which by intent or meaning have
validity beyond such termination (including, but not limited to, rights with respect to inventions,
confidentiality, discoveries and improvements, indemnification, and liability limitations), shall survive
the termination of this Agreement or any Work Order.
24.0 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof shall be settled by arbitration administered by the American Arbitration Association (“AAA”)
under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator shall be
binding and may be entered in any court having jurisdiction thereof. Such arbitration shall be filed and
conducted at the office of the AAA closest to the Alexander office having responsibility for the Project
and shall be conducted in English by one arbitrator mutually acceptable to the parties selected in
accordance with AAA Rules. The arbitrator shall not have the power to award any punitive damages, or
any damages excluded by this Agreement.

25.0 Entire Agreement, Headings and Modification. Client and Alexander entered into a prior Master
Services Agreement effective December 14, 1998, which this Agreement shall supersede and replace in
its entirety. This Agreement, together with the applicable Work Orders, contains the entire
understandings of the parties with respect to the subject matter herein, and supersedes all previous
agreements (oral and written), negotiations and discussions. The descriptive headings of the sections of
this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any provision hereof. Any modifications to the provisions herein must be in writing and
signed by the parties.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto through their duly
authorized officers on the date(s) set forth below.

Alexander Risk Consulting Group [insert client name]

By:/s/ ________________________ By:/s/ ________________________
(signature) (signature)
Print Name: [insert name] Print Name: [insert name]
Title: [insert Title] Title: [insert Title]
Date: [insert date] Date: [insert date]


This Work Order (“Work Order”) is between [insert name of client] (“Client”) and Alexander Risk
Consulting Group (“Alexander”) and relates to the Master Services Agreement dated [insert date] (the
“Master Agreement”), which is incorporated by reference herein. Pursuant to the Master Agreement,
Alexander has agreed to perform certain services in accordance with written work orders, such as this
one, entered into from time-to-time.
The parties hereby agree as follows:
1. Work Order. This document constitutes a “Work Order” under the Master Agreement and this Work
Order and the services contemplated herein are subject to the terms and provisions of the Master
2. Services and Payment of Fees and Expenses. The specific services contemplated by this Work Order
(the “Services”) and the related payment terms and obligations are set forth on the following
attachments, which are incorporated herein by reference:

3. Term. The term of this Work Order shall commence on the date of execution and shall continue until
the services described in Attachment 1 are completed unless this Work Order is terminated in
accordance with the Master Agreement. If the Master Agreement is terminated or expires, but this
Work Order is not terminated or completed, then the terms of the Master Agreement shall continue to
apply to this Work Order until the Work Order is either terminated or completed.
4. Subcontractors. Any subcontractors or consultants (other than Alexander’ affiliates) that will be used
by Alexander in performing the Services are listed below:
[Insert names of any subcontractors or consultants, other than Alexander’ affiliates, that will be used]
5. Amendments. No modification, amendment, or waiver of this Work Order shall be effective unless in
writing and duly executed and delivered by each party to the other.

6. Currency Exchange. [Insert currency exchange provision in all Work Orders in which Alexander will
earn fees or incur expenses in excess of [insert amount] U.S. Dollars in a currency differing from the
invoice and payment currency]
7. Inflation and Cost Adjustment. [Insert cost adjustment provision and inflation provision, if
Alexander Risk Consulting Group [insert client name]

By:/s/ ________________________ By:/s/ ________________________
(signature) (signature)
Print Name: [insert name] Print Name: [insert name]
Title: [insert Title] Title: [insert Title]
Date: [insert date] Date: [insert date]

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