[{"id":"776787d1-04b1-4e2e-97cd-8c313d6e713b","order":10,"text":"MASTER SERVICES AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"81ee804f-e2a8-4f27-93cd-76683789cefc","order":20,"text":"This Master Services Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"c5e2eae1-e21d-4c6f-a1a5-4c4d0afb02e9","order":30,"text":"[Provider Legal Name], a [Entity Type] organized and existing under the laws of [State of Formation], with its principal place of business located at [Provider Address] ([City, State ZIP]) (the “Provider”);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7a58b24-3b25-4be1-ae20-94489120111e","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"10d3064a-a791-46aa-9f44-8438cc3bce31","order":40,"text":"[Provider Legal Name], an individual sole proprietor residing at [Provider Address] ([City, State ZIP]) (the “Provider”);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7a58b24-3b25-4be1-ae20-94489120111e","value":"ENTITY","type":"remove","operator":"="}]},{"id":"a89a9c0e-ecaf-4766-8c0b-b9aaee40c56a","order":50,"text":"and","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63eeb6e9-e356-44ff-adfd-5502bf070c17","order":60,"text":"[Client Legal Name], a [Entity Type] organized and existing under the laws of [State of Formation], with its principal place of business located at [Client Address] ([City, State ZIP]) (the “Client”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"45f11cc2-7247-42c4-8f3e-e466f829b721","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"6c331dbd-a444-4f3d-a95b-569316a67768","order":70,"text":"[Client Legal Name], an individual residing at [Client Address] ([City, State ZIP]) (the “Client”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"45f11cc2-7247-42c4-8f3e-e466f829b721","value":"ENTITY","type":"remove","operator":"="}]},{"id":"2ce8f47b-b244-4cd0-8351-634f70eeadb5","order":80,"text":"Provider and Client are each referred to herein as a “Party” and collectively as the “Parties.”","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b81b05cf-1038-4f84-836f-de7870090de0","order":90,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ec6c676e-6ebd-4564-9c2f-6e65ae33a088","order":100,"text":"WHEREAS, Provider is engaged in the business of providing [brief description of Provider’s business / services] and possesses the requisite expertise, skills, personnel, and resources to perform the services contemplated hereunder;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0ad3e41-0d18-4881-a25e-42b970e634d4","order":110,"text":"WHEREAS, Client desires to engage Provider, and Provider desires to be engaged by Client, to perform such professional services as the Parties may from time to time agree under one or more Statements of Work executed pursuant to this Agreement; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50487550-583b-4f18-ba3c-ff37e55b708c","order":120,"text":"WHEREAS, the Parties wish to set forth the terms and conditions that will govern the engagement of Provider by Client throughout the term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"cebd5aea-603f-4aa2-8631-37b0a2fa2552","order":130,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"db1074bd-888b-4076-bd07-fe5f6afca025","order":140,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S01"},{"id":"320fe7e5-cb9d-4733-ac67-29a4aff2e5a9","order":150,"text":"Capitalized terms used in this Agreement shall have the meanings set forth below or as otherwise defined herein:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a5fcffc-0bc6-4f40-9749-88aecf9743af","order":160,"text":"“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6c86fa35-500c-4978-ae03-474c6db73bdc","order":170,"text":"“Confidential Information” has the meaning set forth in Section 8.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"20ff639e-5fb8-41c7-8a5f-111e1842b06b","order":180,"text":"“Deliverables” means any work product, materials, documents, reports, designs, software, code, data, or other items, tangible or intangible, that Provider is required to deliver to Client under any SOW.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"18158e33-0afc-426f-a21b-284110e2d491","order":190,"text":"“Fees” means the compensation payable to Provider for the Services and Deliverables, as set forth in each SOW.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9b6a8509-0272-4222-aa56-3cc0f1fd1ef9","order":200,"text":"“Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, rights of publicity, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide, whether registered or unregistered, and all applications for and renewals or extensions of such rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b448c821-e4a3-483e-b0d5-cf47db76e9c6","order":210,"text":"“Pre-Existing Materials” means all materials, software, tools, methodologies, processes, know-how, data, and other intellectual property owned, licensed, or developed by Provider prior to, or independently of, this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"435e0a1a-7a5e-4823-bce8-e1fc080ad12a","order":220,"text":"“Services” means the professional services to be performed by Provider for Client pursuant to one or more SOWs entered into under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a714c94c-df97-4950-8bac-40c3076ff74d","order":230,"text":"“Statement of Work” or “SOW” means a written document executed by the Parties, in the form of Schedule A or substantially similar form, describing specific Services, Deliverables, schedule, Fees, and other terms applicable to a particular engagement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"NO","type":"remove","operator":"="}]},{"id":"f27c143f-4eb6-4c96-8874-a49ec1263379","order":240,"text":"“Statement of Work” or “SOW” means a written document executed by the Parties, in such form as the Parties may mutually agree, describing specific Services, Deliverables, schedule, Fees, and other terms applicable to a particular engagement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"remove","operator":"="}]},{"id":"3eae9b9b-157d-4a64-a174-6d1537560af6","order":250,"text":"2. SERVICES AND STATEMENTS OF WORK","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S02"},{"id":"976d3a1c-3683-48b7-8af9-21b3ad7815a9","order":260,"text":"Engagement. Subject to the terms and conditions of this Agreement, Client hereby engages Provider, and Provider hereby accepts such engagement, to perform the Services described in one or more SOWs executed by the Parties from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3460661f-e83e-4f4c-bfeb-66fee787c21e","order":270,"text":"Statements of Work. Each SOW shall be substantially in the form of Schedule A attached hereto and shall, at a minimum, set forth: (a) a description of the Services and Deliverables; (b) the schedule and milestones for performance; (c) the Fees and payment schedule; (d) any specific acceptance criteria; and (e) any Service-specific terms. Each SOW shall be incorporated by reference into and form part of this Agreement upon execution. In the event of any conflict between this Agreement and a SOW, the terms of this Agreement shall control, except that a SOW may expressly supersede a specific provision of this Agreement by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"NO","type":"remove","operator":"="}]},{"id":"6fdf3f90-c850-458a-8d70-2ceb920bdc6f","order":280,"text":"Statements of Work. Each SOW shall, at a minimum, set forth: (a) a description of the Services and Deliverables; (b) the schedule and milestones for performance; (c) the Fees and payment schedule; (d) any specific acceptance criteria; and (e) any Service-specific terms. Each SOW shall be incorporated by reference into and form part of this Agreement upon execution. In the event of any conflict between this Agreement and a SOW, the terms of this Agreement shall control, except that a SOW may expressly supersede a specific provision of this Agreement by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"remove","operator":"="}]},{"id":"74bb699c-0e92-4e93-93c2-5d656ffdd9ee","order":290,"text":"Performance Standard. Provider shall perform the Services in a professional and workmanlike manner, in accordance with generally recognized industry standards for similar services, by qualified personnel exercising the degree of skill, care, and diligence reasonably expected of experienced professionals in Provider’s field.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07b7c2c0-b25a-4216-85f9-c11b3bbc8b97","order":300,"text":"Subcontracting. Provider may engage subcontractors to perform any portion of the Services with Client’s prior written consent, not to be unreasonably withheld; provided, however, that Provider shall remain fully responsible for all acts and omissions of its subcontractors as if such acts and omissions were Provider’s own, and shall ensure that each subcontractor is bound by written obligations of confidentiality and intellectual property assignment substantially equivalent to those set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5ff8d66-94ce-43f0-880c-27027dfcb2c0","order":310,"text":"Independent Contractor. Provider is and shall remain at all times an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create any employer-employee, agency, partnership, joint venture, or fiduciary relationship between the Parties. Provider is solely responsible for all federal, state, and local taxes, withholdings, unemployment insurance, workers’ compensation insurance, and any other benefits or obligations with respect to itself and its personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"06a4c4af-ce7e-434b-a250-7eaef1d0c490","order":320,"text":"Cooperation. Client shall provide Provider with timely access to such personnel, information, materials, facilities, and resources as are reasonably required to enable Provider to perform the Services. Provider shall not be liable for any delay or non-performance to the extent caused by Client’s failure to provide such cooperation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bde40370-5c60-41dd-9e8a-3c89cc67cf35","order":330,"text":"3. FEES AND PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S03"},{"id":"60bd97b2-40d6-4c1c-b381-cc2c16e64549","order":340,"text":"Fees. Client shall pay Provider the Fees set forth in each SOW. Unless otherwise specified in the applicable SOW, Fees shall be invoiced on [payment structure] basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77bf2c6e-545e-47ad-ac32-7ad756e5acd3","order":350,"text":"Invoices and Payment Terms. Provider shall submit invoices to Client in accordance with the schedule set forth in each SOW. Client shall pay each undisputed invoice within [Payment term in days] days after the date of the invoice (the “Payment Period”). All payments shall be made in [Currency] by wire transfer or such other method as the Parties may agree.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35389b86-5089-435d-ba72-ddeccd4e068b","order":360,"text":"Disputed Amounts. If Client in good faith disputes any portion of an invoice, Client shall (a) pay the undisputed portion in accordance with the immediately preceding paragraph, and (b) provide Provider with written notice of the disputed amount and the reasons therefor within ten (10) business days of receipt of the invoice. The Parties shall work together in good faith to resolve any such dispute within thirty (30) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"914a6f73-ec9e-413c-80f3-6a57d3bf74d1","order":370,"text":"Late Payments. Any undisputed amounts not paid when due shall accrue interest at the lesser of [Late fee rate]% per month or the maximum rate permitted by applicable law, from the due date until paid in full. Provider may, upon ten (10) days’ written notice, suspend performance of the Services until all undisputed past-due amounts are paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0f90a0e7-16a2-47d4-87b5-4b0c18a3b5b5","value":"YES","type":"add","operator":"="}]},{"id":"69f2b720-2ab3-4fa4-a655-96cb5fb45e7b","order":380,"text":"Taxes. All Fees are exclusive of any sales, use, value added, withholding, or similar taxes (other than taxes on Provider’s net income), which shall be the responsibility of Client. If Provider is required by law to collect or pay any such taxes, Client shall reimburse Provider promptly upon receipt of an invoice therefor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e116dbb0-8953-495d-a6e9-20fcff08f734","order":390,"text":"Expenses. Client shall reimburse Provider for all reasonable, pre-approved out-of-pocket expenses actually incurred by Provider in connection with the performance of the Services, including, without limitation, travel, lodging, and meals, provided that Provider submits documentation reasonably satisfactory to Client. Expenses in excess of [USD amount] shall require Client’s prior written approval.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"14d3c19c-4d59-49b5-b792-f0122341b6d5","value":"YES","type":"add","operator":"="}]},{"id":"7cd3b1aa-d281-4f5f-b0e4-8604c31f8dd9","order":400,"text":"4. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S04"},{"id":"939131e5-aecc-4c75-9ef0-59944c34b5d3","order":410,"text":"Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [Initial Term], unless earlier terminated in accordance with this Section 4 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive renewal terms of [Renewal Term] each (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either Party provides written notice of non-renewal at least [Notice period] days prior to the end of the then-current Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e8de4b97-7610-4194-87ef-ee7fc041265b","value":"PERPETUAL","type":"remove","operator":"="}]},{"id":"0fb3a7a3-0eeb-4655-a939-a3180e8dbdbc","order":420,"text":"Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 4 (the “Term”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e8de4b97-7610-4194-87ef-ee7fc041265b","value":"FIXED","type":"remove","operator":"="}]},{"id":"86f92679-e613-4e87-84af-d87145e0719a","order":430,"text":"Termination for Convenience. Either Party may terminate this Agreement, in whole or in part, or any SOW for any reason or no reason upon [Notice period] days’ prior written notice to the other Party. Termination for convenience shall not relieve Client of its obligation to pay for Services performed and Deliverables accepted, or expenses incurred, through the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f238e50d-7d45-4cf9-b946-ddd1fae46316","order":440,"text":"Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice to the other Party if: (a) the other Party materially breaches this Agreement or the applicable SOW and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail; (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law (whether voluntary or involuntary, which involuntary petition is not dismissed within sixty (60) days); or (c) the other Party ceases to do business in the ordinary course.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"098588b1-fc33-47f8-85aa-b655a76459b9","order":450,"text":"Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all outstanding SOWs shall, at the election of the non-terminating Party, either be terminated or continue in effect until completed; (b) each Party shall return or destroy, at the disclosing Party’s option, all Confidential Information of the other Party in its possession or control; (c) Client shall pay all undisputed amounts owed to Provider for Services performed and Deliverables accepted through the effective date of termination; and (d) Provider shall, at Client’s expense and request, provide reasonable transition assistance for a period not to exceed ninety (90) days following the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d7e1116-09cc-4dca-8c38-70542a9bdd08","order":460,"text":"Survival. The following provisions shall survive any termination or expiration of this Agreement: Definitions; Fees and Payment (with respect to amounts accrued prior to termination); Effect of Termination; Survival; Intellectual Property; Representations and Warranties; Limitation of Liability; Confidentiality; Indemnification; Governing Law and Dispute Resolution; and Miscellaneous; together with any other provision that by its nature is intended to survive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"503ae9a8-866a-4ea3-a352-2f4f57e8744d","order":470,"text":"5. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S05"},{"id":"979c80b6-5064-424b-80ea-1bbe273d26e8","order":480,"text":"Ownership of Deliverables. Subject to Client’s full payment of all Fees due under the applicable SOW, all Deliverables specifically created by Provider for Client under a SOW shall be deemed “works made for hire” under the United States Copyright Act, and Client shall be the sole and exclusive owner of all right, title, and interest, including all Intellectual Property Rights, in and to such Deliverables. To the extent any Deliverable does not qualify as a “work made for hire,” Provider hereby irrevocably assigns to Client all of Provider’s right, title, and interest, including all Intellectual Property Rights, in and to such Deliverables, effective upon payment in full. Provider shall execute such further documents as Client may reasonably request to perfect Client’s ownership.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d6ee8b-10e5-4974-8ea6-0d631e6a5948","value":"PROVIDER","type":"remove","operator":"="}]},{"id":"6cafded1-a457-4392-8179-47034c187c1b","order":490,"text":"Ownership and License of Deliverables. Provider shall own all right, title, and interest, including all Intellectual Property Rights, in and to the Deliverables. Subject to Client’s full and timely payment of all Fees due under the applicable SOW, Provider hereby grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of the Deliverables solely for Client’s internal business purposes. Client shall have no right to sublicense, sell, or otherwise distribute the Deliverables to third parties without Provider’s prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d6ee8b-10e5-4974-8ea6-0d631e6a5948","value":"CLIENT","type":"remove","operator":"="}]},{"id":"00027a4f-5ac3-472a-a961-3709b63af749","order":500,"text":"Pre-Existing Materials. Provider retains all right, title, and interest, including all Intellectual Property Rights, in and to any Pre-Existing Materials, regardless of whether such materials are incorporated into the Deliverables. To the extent any Pre-Existing Materials are incorporated into or required for use of the Deliverables, Provider hereby grants Client a non-exclusive, perpetual, worldwide, royalty-free, fully paid-up license to use, reproduce, and modify such Pre-Existing Materials solely as part of and to the extent necessary for Client’s use of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d84d5d19-9dd3-4c05-ad3a-ed6fba3d08ea","order":510,"text":"Residuals. Notwithstanding anything to the contrary in this Agreement, Provider shall be free to use any general know-how, ideas, concepts, methods, techniques, and skills acquired or developed in the course of performing the Services (collectively, “Residuals”), provided that such use does not involve any disclosure of Confidential Information of Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffbfcad9-fd04-411e-9103-6f43be6b8388","order":520,"text":"Client Materials. Client shall retain all right, title, and interest, including all Intellectual Property Rights, in and to any materials, data, content, or other items provided by Client to Provider in connection with the Services (collectively, “Client Materials”). Client hereby grants Provider a non-exclusive, royalty-free, limited license to use the Client Materials solely as necessary to perform the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f82a268-8623-41bb-ae07-2944c2099bf8","order":530,"text":"Feedback. If Client provides any suggestions, comments, or feedback regarding the Services or Deliverables (“Feedback”), Provider shall be free to use such Feedback for any purpose without obligation or attribution to Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2e54274b-01c6-4d9b-9f7d-431b38a1c66e","order":540,"text":"6. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S06"},{"id":"e252ee9b-0a74-48b0-b253-d69f01289f49","order":550,"text":"Mutual Representations. Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate or other power and authority to enter into and perform its obligations under this Agreement; (c) the execution and performance of this Agreement have been duly authorized by all necessary corporate or other action; (d) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms; and (e) its performance hereunder will not violate any other agreement to which it is a party or any applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b7fc39c-0c22-436a-a005-515fc9df68a9","order":560,"text":"Provider Warranties. Provider further represents and warrants to Client that: (a) the Services shall be performed in a professional and workmanlike manner in accordance with industry standards; (b) the Deliverables shall, when delivered, conform in all material respects to the specifications set forth in the applicable SOW; (c) the Deliverables shall not, to Provider’s knowledge, infringe or misappropriate any Intellectual Property Rights of any third party, except to the extent any infringement arises from Client Materials or Client’s modifications to the Deliverables; and (d) Provider has the right to grant the licenses and rights set forth in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d717a1d2-d7ce-4613-9683-2d98ae7bfe6f","order":570,"text":"Warranty Remedy. If any Deliverable fails to conform to the foregoing express warranty for conformity to specifications, Client shall notify Provider in writing within thirty (30) days after delivery of such Deliverable, describing the non-conformity in reasonable detail. Provider’s sole obligation, and Client’s sole and exclusive remedy, shall be for Provider to use commercially reasonable efforts to correct or re-perform the non-conforming Deliverable at no additional charge. If Provider is unable, after reasonable efforts, to correct the non-conformity, Client’s exclusive remedy shall be a refund of the Fees actually paid for the non-conforming Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"a58f06f2-217c-439e-b750-19ad38c67dc3","order":580,"text":"Warranty Remedy. If any Deliverable fails to conform to the foregoing express warranty for conformity to specifications, Client shall notify Provider in writing within sixty (60) days after delivery of such Deliverable, describing the non-conformity in reasonable detail. Provider shall, at its sole cost, promptly correct or re-perform the non-conforming Deliverable. If Provider is unable, after reasonable efforts, to correct the non-conformity within thirty (30) days after notice, Client may, at its election, (a) accept the Deliverable “as is” with an equitable reduction in Fees, or (b) reject the Deliverable and receive a refund of the Fees actually paid for the non-conforming Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"23a31542-7b0f-4fb3-ad7e-4450fbf3c031","order":590,"text":"Warranty Remedy. If any Deliverable fails to conform to the foregoing express warranty for conformity to specifications at any time within ninety (90) days after delivery, Client shall notify Provider in writing of the non-conformity. Provider shall, at its sole cost and expense, promptly correct, replace, or re-perform the non-conforming Deliverable to bring it into conformity. If Provider fails to do so within thirty (30) days after notice, Client may, at its sole discretion and in addition to all other rights and remedies available at law or in equity: (a) have the non-conformity corrected by a third party at Provider’s expense; (b) accept the Deliverable with an equitable reduction in Fees; or (c) reject the Deliverable and receive a full refund of all Fees paid in respect thereof, together with any consequential expenses reasonably and directly incurred by Client as a result of the non-conformity, subject to the limitations of Section 7.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="}]},{"id":"c9318301-35cd-4c9e-abd3-a26156f2959e","order":600,"text":"Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL MEET CLIENT’S REQUIREMENTS NOT SPECIFICALLY SET FORTH IN AN SOW.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0dfac8de-f5b5-4101-b6f4-569371e8e559","order":610,"text":"7. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S07"},{"id":"3612ca9d-76cb-4f1f-9b35-4b58fe147da0","order":620,"text":"Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80fbf10f-c902-42c3-a1a1-f6662bc6e76a","order":630,"text":"Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"4a5ed40e-58a0-4d38-a741-ce468effa4be","order":640,"text":"Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"c75e8e07-dbf6-4666-a3b2-5e19021f8fa7","order":650,"text":"Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. CLIENT’S LIABILITY HEREUNDER SHALL NOT BE CAPPED WITH RESPECT TO ITS PAYMENT OBLIGATIONS.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="}]},{"id":"2a820c0a-568e-434e-b336-96f63e419f57","order":660,"text":"Exceptions. The foregoing limitations shall not apply to: (a) a Party’s indemnification obligations under Section 9; (b) a Party’s breach of its confidentiality obligations under Section 8; (c) Client’s obligation to pay Fees due and payable hereunder; (d) either Party’s gross negligence, willful misconduct, or fraud; or (e) infringement or misappropriation by either Party of the other Party’s Intellectual Property Rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a84a2d8-3e02-4351-9407-cee41baeb0e1","order":670,"text":"Basis of the Bargain. The Parties acknowledge that the limitations and exclusions set forth in this Section 7 are a fundamental element of the bargain between the Parties, and that the Fees would be substantially higher absent such limitations and exclusions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e4439a98-ba6a-4b09-aeec-569441fd782a","order":680,"text":"8. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S08"},{"id":"78f5fb89-effc-4d36-8dce-6ba590398cdf","order":690,"text":"Definition. “Confidential Information” means any non-public information, in whatever form or medium, disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether before or after the Effective Date, that is identified as confidential at the time of disclosure or that, by its nature or the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, technical data, source code, product roadmaps, pricing, marketing strategies, the terms of this Agreement, and any SOWs hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6ccabeb-8c88-436c-868d-58e34e2cbd7d","order":700,"text":"Obligations. The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (c) restrict access to the Confidential Information to its employees, agents, advisors, and subcontractors who have a need to know such information and who are bound by written obligations of confidentiality at least as protective as those set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f096768c-42e7-4d7e-980b-3f65ec515eb4","order":710,"text":"Exclusions. The obligations in this Section 8 shall not apply to information that the Receiving Party can demonstrate by written records: (a) was rightfully in its possession without obligation of confidentiality prior to disclosure by the Disclosing Party; (b) is or becomes generally available to the public other than through breach of this Agreement; (c) is rightfully obtained from a third party without obligation of confidentiality; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a38d8e01-c4bd-4d1f-afbb-766e16416978","order":720,"text":"Compelled Disclosure. If the Receiving Party is required by law, court order, or governmental authority to disclose any Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s expense, to enable the Disclosing Party to seek a protective order or other appropriate remedy. Any disclosure shall be limited to the minimum required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"52f9240e-b2c9-4c32-8618-deb3a362f3a9","order":730,"text":"Return or Destruction. Upon expiration or termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, all Confidential Information in its possession or control, and shall certify such destruction in writing if requested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27a647d9-18d6-4c16-ac8a-aad28919ca46","order":740,"text":"Duration. The obligations of confidentiality set forth in this Section 8 shall continue for a period of five (5) years from the date of disclosure, except that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations shall continue for so long as such information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04620d86-9868-472f-996f-22084bd7857b","order":750,"text":"Injunctive Relief. The Parties acknowledge that any breach of this Section 8 may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity, without the necessity of posting a bond or other security.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a81e2967-637f-4230-a6f9-87c47e046d7e","order":760,"text":"Data Protection. To the extent Provider processes any personal data (as defined under applicable data protection laws including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, the EU General Data Protection Regulation, and the UK General Data Protection Regulation) on behalf of Client, the Parties shall comply with the Data Processing Addendum attached as Schedule B hereto, which is hereby incorporated by reference. Provider shall act solely as a service provider or data processor with respect to such personal data, shall process such data only on documented instructions from Client and solely to provide the Services, and shall implement and maintain appropriate administrative, technical, and physical safeguards consistent with applicable law and industry standards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2291092a-d50e-4639-b469-dde62842053d","value":"YES","type":"add","operator":"="}]},{"id":"1aef8df2-f717-4d52-bd37-9884110d4a34","order":770,"text":"9. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S09"},{"id":"ccaabaaf-940e-4bc2-9bf3-f8f9af6ba0e0","order":780,"text":"By Provider. Provider shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Client Indemnitees”), from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) any allegation that the Services or Deliverables, as delivered by Provider, infringe or misappropriate any United States patent issued as of the Effective Date, or any copyright or trade secret of a third party of which Provider had actual knowledge as of the date of delivery (excluding any Claim arising from Client Materials, Client’s combination of the Deliverables with items not supplied by Provider, or Client’s unauthorized modifications); (b) Provider’s willful misconduct or fraud; or (c) Provider’s breach of its obligations of confidentiality hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"e53d984e-5cbe-480a-9cb2-528c4387f022","order":790,"text":"By Provider. Provider shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Client Indemnitees”), from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) any allegation that the Services or Deliverables, as delivered by Provider, infringe or misappropriate any Intellectual Property Right of a third party (excluding any Claim arising from Client Materials or Client’s unauthorized modifications); (b) Provider’s gross negligence or willful misconduct; or (c) Provider’s breach of its obligations of confidentiality or data protection hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"CLIENT","type":"remove","operator":"="}]},{"id":"afd39a09-f7b7-4951-871e-bf6e8057c1c5","order":800,"text":"By Provider. Provider shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Client Indemnitees”), from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) any allegation that the Services or Deliverables infringe or misappropriate any Intellectual Property Right or other proprietary right of a third party; (b) any breach by Provider of any representation, warranty, covenant, or obligation under this Agreement; (c) Provider’s negligence, gross negligence, willful misconduct, or fraud; (d) Provider’s violation of any applicable law or regulation; (e) any bodily injury, death of any person, or damage to real or tangible personal property caused by Provider’s acts or omissions or those of its personnel; or (f) Provider’s breach of its obligations of confidentiality or data protection hereunder. The foregoing obligations apply regardless of whether Provider had knowledge of the infringement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"PROVIDER","type":"remove","operator":"="},{"field":"43664dc3-5216-4e5c-a166-c5643f731b3c","value":"BALANCED","type":"remove","operator":"="}]},{"id":"0b2a7cbd-f020-4937-9a11-f3d1e321fee4","order":810,"text":"IP Indemnification — Additional Remedies. If a Deliverable becomes, or in Provider’s reasonable opinion is likely to become, the subject of an IP infringement claim, Provider may, at its option and expense: (a) procure for Client the right to continue using the Deliverable; (b) modify the Deliverable to make it non-infringing while preserving substantially equivalent functionality; (c) replace the Deliverable with a non-infringing equivalent; or (d) if none of the foregoing is commercially reasonable, terminate the affected SOW and refund the unamortized portion of the Fees paid for the affected Deliverable, with such amortization calculated on a straight-line basis over a three-year useful life. The foregoing states Provider’s entire liability and Client’s sole remedy for IP infringement Claims.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83f4c251-6a25-40d2-aed0-4bd0003e05e0","order":820,"text":"By Client. Client shall defend, indemnify, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Provider Indemnitees”), from and against any and all Claims arising out of or relating to: (a) Client Materials, including any allegation that Client Materials infringe or misappropriate any Intellectual Property Right of a third party; (b) Client’s unauthorized modifications to the Deliverables; (c) Client’s use of the Deliverables in a manner not contemplated by this Agreement or the applicable SOW; or (d) Client’s gross negligence or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7cf6f857-6826-4071-b351-d62c00ec62c1","order":830,"text":"Procedure. The Party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of the Claim (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced); (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that no settlement that imposes any non-monetary obligation, admission of liability, or restriction on the Indemnified Party may be entered into without the Indemnified Party’s prior written consent; and (c) provide reasonable cooperation in the defense at the Indemnifying Party’s expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"479db65e-6cec-49bc-9c89-b031b0b7c413","order":840,"text":"10. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3421ee6c-2f87-4935-bac1-d8e5d96eec64","value":"YES","type":"add","operator":"="}],"sectionNum":"S10"},{"id":"2cc530e4-0c86-4393-8319-7d1a8421e134","order":850,"text":"Provider shall, throughout the Term and for a period of two (2) years thereafter, maintain in full force and effect, at its sole cost and expense, the following insurance coverages with insurers having an A.M. Best rating of A- or better: (a) commercial general liability insurance with limits of not less than [USD limit] per occurrence and in the aggregate; (b) professional liability / errors and omissions insurance with limits of not less than [USD limit] per claim and in the aggregate; (c) cyber liability insurance with limits of not less than [USD limit] per claim and in the aggregate; and (d) workers’ compensation insurance in amounts required by applicable law and employer’s liability insurance. Upon request, Provider shall furnish certificates of insurance evidencing such coverages and shall provide at least thirty (30) days’ prior written notice of any cancellation or material reduction in coverage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"3421ee6c-2f87-4935-bac1-d8e5d96eec64","value":"YES","type":"add","operator":"="}]},{"id":"5c19d992-ced2-4063-88d1-67d9857acf3b","order":860,"text":"11. NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1d07ddf2-4947-4bfd-9c55-f9da6cd0edd0","value":"YES","type":"add","operator":"="}],"sectionNum":"S11"},{"id":"bd45d6fa-b685-447d-b386-273092f99dcd","order":870,"text":"During the Term and for a period of [Duration in months] months thereafter, neither Party shall directly or indirectly solicit for employment or engagement, or hire or engage, any employee or independent contractor of the other Party with whom such Party had material contact in connection with this Agreement, without the other Party’s prior written consent. The foregoing shall not prohibit (a) general solicitations not specifically targeted at such personnel (including general advertising and recruitment through search firms not directed at the other Party’s personnel), or (b) the hiring of any person who responds to such general solicitation. In the event of a breach of this Section, the breaching Party shall pay to the other Party, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of the annual base compensation of the solicited personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"1d07ddf2-4947-4bfd-9c55-f9da6cd0edd0","value":"YES","type":"add","operator":"="}]},{"id":"e6c27910-9e49-4d37-b421-16d6e85a5f67","order":880,"text":"12. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S12"},{"id":"32b1cb3b-edc7-49ea-80e8-a71a64ed3bcb","order":890,"text":"Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating hereto, including the formation, breach, termination, validity, or enforceability hereof, shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict of laws principles. The Parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f0f989a-7588-45cc-8d49-4664da3cc86f","order":900,"text":"Informal Resolution. Before initiating any formal proceeding, the Parties shall attempt in good faith to resolve any dispute through informal negotiation between senior executives of each Party with authority to settle the dispute. Such negotiation shall commence within fifteen (15) days after written notice from one Party to the other of the existence of a dispute. If the dispute is not resolved within thirty (30) days after the commencement of negotiations, either Party may proceed in accordance with the applicable jurisdiction or arbitration provision below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5c89ed2-0540-4d35-a962-fe632f39c375","order":910,"text":"Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement that is not resolved through informal negotiation as set forth in the preceding paragraph shall be brought exclusively in the state or federal courts located in [County], [State], and each Party hereby irrevocably consents to the exclusive personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69a98cf3-c6dd-4f62-bddb-318f987b6510","value":"ARBITRATION","type":"remove","operator":"="}]},{"id":"72e70ce5-c009-44e5-b048-4175b4a2a97d","order":920,"text":"Arbitration. Any dispute arising out of or relating to this Agreement that is not resolved through informal negotiation as set forth in the preceding paragraph shall be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted in [Seat of Arbitration] before a single arbitrator with substantial experience in commercial transactions of the type contemplated by this Agreement. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each Party shall bear its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing Party in the event of bad-faith conduct. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information pending the outcome of arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"69a98cf3-c6dd-4f62-bddb-318f987b6510","value":"COURTS","type":"remove","operator":"="}]},{"id":"6f5b9572-2976-43fc-90b5-e4661c6d873a","order":930,"text":"Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eea5af05-4605-46b3-9564-16f03943a554","order":940,"text":"Equitable Relief. Notwithstanding any other provision of this Agreement, each Party shall have the right to seek immediate injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any actual or threatened breach of this Agreement that would cause irreparable harm.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4be290e4-b26c-468e-98f5-be3b7d6cd424","order":950,"text":"Limitation Period. Any action or claim arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues, except for actions for non-payment, which may be brought at any time permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dfcea6af-74da-435b-a1e1-730fb0c0e660","order":960,"text":"13. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S13"},{"id":"1c790f19-1a6e-4d38-94b2-2407af9f3abd","order":970,"text":"Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations hereunder (other than the obligation to pay amounts due) to the extent such delay or failure is caused by acts of God, war, terrorism, civil unrest, fire, flood, earthquake, pandemic, epidemic, governmental action, labor disturbances, or other causes beyond the reasonable control of the affected Party (each, a “Force Majeure Event”). The affected Party shall give prompt written notice to the other Party of the Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice without further liability, except for amounts accrued prior to such termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"16a49d5d-08e4-4f5f-a0ea-0ebdd43f4ba6","value":"YES","type":"add","operator":"="}]},{"id":"fc3907f6-ade0-454a-a116-91d87d1c36b9","order":980,"text":"Notices. All notices, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by overnight courier with tracking; (c) sent by certified or registered mail, return receipt requested; or (d) sent by email with confirmation of transmission, in each case to the addresses set forth in the preamble of this Agreement or to such other address as a Party may designate by notice given in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f9c8a86-5ae8-4cc6-9339-1629efd90b25","order":990,"text":"Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement, without consent, to (a) an Affiliate or (b) a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity interests, provided that the assignee assumes in writing all of the assigning Party’s obligations hereunder. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4bed38e0-dec7-4b96-8afd-3b2bc0b38308","order":1000,"text":"Entire Agreement. This Agreement, together with any SOWs and Schedules executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, communications, and proposals, whether oral or written, between the Parties relating to such subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ea3e041-903b-4e14-b699-c889b5becd6d","order":1010,"text":"Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ef37f5a-1c77-4a3c-91ce-d4917a417b07","order":1020,"text":"Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the waiving Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5fda7f0-0332-405a-85c5-61817c51c393","order":1030,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves, to the extent possible, the original economic and legal intent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f08f54e8-7642-4e2e-85c4-4f0e07118497","order":1040,"text":"No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any third party any legal or equitable rights, benefits, or remedies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6ee6007-9818-4f11-8eec-f0a8ffd6a618","order":1050,"text":"Publicity. Neither Party shall use the other Party’s name, logo, or trademarks, or refer to the other Party directly or indirectly in any media release, public announcement, or public disclosure relating to this Agreement, without the other Party’s prior written consent; provided, however, that Provider may include Client’s name and a general description of the Services in Provider’s customer lists, marketing materials, portfolio, and website, subject to Client’s reasonable approval.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69147c29-863b-49ab-af51-86c900335a65","order":1060,"text":"Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including DocuSign, Adobe Sign, or PDF) shall be deemed original signatures and shall have the same legal effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e22340c-fb52-45cd-9cdc-1a107d433838","order":1070,"text":"Headings; Construction. The headings used in this Agreement are for convenience only and shall not affect its interpretation. The words “including,” “includes,” and “include” shall be deemed to be followed by the phrase “without limitation.” References to a Section or Schedule are to a Section of, or a Schedule to, this Agreement unless otherwise indicated. The Parties have each had the opportunity to consult with counsel of their choice, and the rule of construction that ambiguities be resolved against the drafter shall not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"97053752-d298-48ba-8b99-c5a3658d6082","order":1080,"text":"IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"00c694b3-2713-459f-94a5-40a143dd620f","order":1090,"text":"PROVIDER","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ca8c4fa9-e916-4487-abd1-7a7454d833c6","order":1100,"text":"By: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"16bd4e04-5cc6-4008-85aa-9886ce2d71d6","order":1110,"text":"Name: [Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"bdd42fb7-0042-4235-90c3-0297d0ce9d01","order":1120,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4c3549e7-f414-4bea-ab1b-e2e50ec1c6b9","order":1130,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"9b5c2e3f-aecd-49d4-b59d-b114c7ca59b5","order":1140,"text":"CLIENT","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6df3c2bb-fa54-4f2e-ba13-ea98a34c947a","order":1150,"text":"By: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"706c24fa-b1c3-4d01-ba15-84c6f587087b","order":1160,"text":"Name: [Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f7dcfe80-75f6-4b57-ae4c-17d5c87a1127","order":1170,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9c0b8858-89a6-4001-86cf-cf4e188a918a","order":1180,"text":"Date: [Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"eac8311c-0f5e-4cf8-a763-cd5744402749","order":1190,"text":"SCHEDULE A — FORM OF STATEMENT OF WORK","fontSize":"18","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"dc4ec817-c7d0-4fe3-9304-2e4c1e08afa7","order":1200,"text":"This Statement of Work No. [SOW No.] (this “SOW”), dated as of [SOW Date], is entered into pursuant to, and is governed by, the Master Services Agreement dated as of [Effective Date] (the “Agreement”) between Provider and Client. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"786e12c0-b5c2-4f7b-866e-ca9f06589298","order":1210,"text":"1. Description of Services. Provider shall perform the following Services for Client: [Detailed description of Services].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"cd9a394f-1a98-4be1-9134-c4a1ccaf9ba1","order":1220,"text":"2. Deliverables. Provider shall deliver to Client the following Deliverables in accordance with the schedule set forth below: [List of Deliverables and acceptance criteria].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"9e975de8-99e3-457a-b2ca-5d03f15cfc05","order":1230,"text":"3. Schedule. Provider shall commence the Services on [Start Date] and shall complete the Services and deliver all Deliverables by [End Date], subject to any extensions mutually agreed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"27acc45d-41f1-4785-9792-62936eba46d0","order":1240,"text":"4. Fees. Client shall pay Provider total Fees of [USD amount] for the Services and Deliverables under this SOW, payable in accordance with the following schedule: [Payment milestones].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"28e2b0fb-d17b-4ddf-9f57-5fa3d7efb0b9","order":1250,"text":"5. Acceptance. Client shall have ten (10) business days after delivery of each Deliverable to review and either accept or reject such Deliverable in writing, identifying any material non-conformity in reasonable detail. If Client does not provide such notice within the review period, the Deliverable shall be deemed accepted. Upon receipt of notice of rejection, Provider shall use commercially reasonable efforts to correct the non-conformity within fifteen (15) business days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"80b95c70-8671-4e2f-aa8a-c418b31ce057","order":1260,"text":"6. Key Personnel. The following individuals are designated as Key Personnel for this SOW: [Names and roles]. Provider shall not replace Key Personnel without Client’s prior written consent, except in cases of departure from Provider’s organization, long-term illness, or similar circumstances beyond Provider’s reasonable control, in which case Provider shall promptly propose a substitute of comparable qualifications.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"23118376-3ffa-4be0-9e69-27cc831d7a7b","order":1270,"text":"7. Conflict. In the event of any conflict between this SOW and the Agreement, the Agreement shall control unless this SOW expressly states that it supersedes a specific provision of the Agreement by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"9209f06f-789b-49a0-ad41-655f0815b983","order":1280,"text":"Agreed and accepted as of the date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"fa343d5d-c76f-474c-9fd7-c27ee617fe72","order":1290,"text":"PROVIDER: By: [Signature] | Name: [Name] | Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]},{"id":"c065ee0e-c9b2-48f0-a333-9dd835ffc5ae","order":1300,"text":"CLIENT: By: [Signature] | Name: [Name] | Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"8a8b3f74-5ebe-46d7-8b58-c896b5b9d741","value":"YES","type":"add","operator":"="}]}]