Master Services Agreement (MSA)

MASTER SERVICES AGREEMENT

This Master Services Agreement ("MSA") is entered into as of [DATE] between [PROVIDER] and [CLIENT].

1. STRUCTURE. This MSA governs all services; specific work is described in Statements of Work ("SOWs") that reference this MSA.

2. FEES & INVOICING. Fees are set in each SOW. Invoices are due within [30] days; undisputed late amounts accrue [1]% monthly interest.

3. INTELLECTUAL PROPERTY. Deliverables created for Client are assigned to Client on payment; Provider retains its pre-existing and general know-how.

4. CONFIDENTIALITY. Each party protects the other's confidential information for [3] years.

5. WARRANTIES. Services are performed in a professional, workmanlike manner consistent with industry standards.

6. INDEMNIFICATION. Each party indemnifies the other for third-party claims arising from its breach, gross negligence, or willful misconduct.

7. LIMITATION OF LIABILITY. Neither party is liable for indirect or consequential damages; total liability is capped at fees paid in the prior [12] months, excluding confidentiality and indemnity obligations.

8. TERM & TERMINATION. Either party may terminate for material, uncured breach on [30] days' notice; SOWs in progress are paid through termination.

9. GOVERNING LAW. [STATE].

IMMUNITY NOTICE (18 U.S.C. § 1833(b)). Notwithstanding anything in this Agreement, you may not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. If you sue for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the proceeding, provided you file any document containing it under seal and do not otherwise disclose it except by court order.

PROVIDER: ____________________  DATE: __________
CLIENT: ______________________  DATE: __________

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