Master Services Agreement
v1.0 - 2022
This Master Services Agreement ("Agreement") is effective as of the date of acceptance of any Statement of Work ("SOW") between the parties.
This Agreement establishes the general terms and conditions under which professional services will be delivered to a client ("Customer"). Each party may be referred to individually as a "Party" and collectively as the "Parties".
By entering into a Statement of Work referencing this Agreement, the Parties agree to be bound by the terms outlined herein.
Table of Contents
Services
Personnel
Independent Contractor
Consideration and Terms of Payment
Confidentiality
Indemnification
Proprietary Rights
Warranties
Term and Termination
Notices
Limitation of Liability
Force Majeure
Non-Solicitation & Non-Competition
Arbitration
Cooperation
General
1. Services
1.1 The Provider agrees to deliver services as specified in each mutually agreed Statement of Work (SOW). This Agreement serves as a framework and governs all present and future SOWs.
1.2 Each SOW will include:
1.2.1 Description of services
1.2.2 Fees and payment terms
1.2.3 Skillsets of assigned personnel
1.2.4 Duration and location of services
1.3 All changes to the scope, pricing, or schedule must be made through a Change Request and documented via an amendment to the SOW.
1.4 The Customer shall facilitate timely performance by providing necessary access, resources, and support as specified in the SOW.
1.5 All modifications to this Agreement are managed exclusively through SOWs.
2. Personnel
2.1 The Provider shall assign qualified personnel ("Personnel") to perform the services as per the SOW.
2.2 Personnel will work under the Provider's supervision and may be substituted with equally skilled individuals if required.
2.3 While on Customer premises, Personnel must comply with all relevant policies, including working hours and security measures.
2.4 The Customer will provide access, workspaces, and amenities necessary for service delivery.
3. Independent Contractor
3.1 The Provider operates as an independent contractor.
3.2 Personnel are not employees of the Customer, and the Provider is responsible for all employment-related obligations.
3.3 Neither Party is the agent of the other, and may not bind the other Party without written authorization.
4. Consideration and Terms of Payment
4.1 The Customer agrees to pay the Provider based on rates and terms outlined in the SOW.
4.2 Invoices are issued monthly or as specified in the SOW, and are due within 30 days of the invoice date.
4.3 Late payments exceeding 60 days incur a 5% fee.
4.4 Payments are due without any deduction or offset.
4.5 Rates are subject to a 5% annual increase for projects exceeding 12 months.
5. Confidentiality
5.1 Each Party shall keep all non-public information obtained in the performance of this Agreement confidential.
5.2 Disclosure is allowed only as required by law or with the disclosing party's written consent.
5.3 Exceptions include information:
5.3.1 Already in the public domain
5.3.2 Previously known to the receiving Party
5.3.3 Rightfully received from a third party
5.3.4 Independently developed by the receiving Party
5.4 Upon termination, all confidential materials must be returned or destroyed.
5.5 No public announcements shall be made without prior written consent.
6. Indemnification
6.1 The Provider shall indemnify the Customer for:
6.1.1 IP infringement arising from the Provider's deliverables
6.1.2 Breach of contract by the Provider
6.1.3 Claims that Provider personnel are Customer employees
6.2 The Customer shall indemnify the Provider for third-party claims involving Customer-supplied materials.
6.3 Each Party shall indemnify the other for death or injury resulting from their negligence.
7. Proprietary Rights
7.1 Customer retains ownership of all intellectual property it provides.
7.2 The Provider retains ownership of its developed IP and grants the Customer a non-exclusive, internal-use license.
8. Warranties
8.1 Each Party warrants it has authority to enter this Agreement.
8.2 Both Parties will comply with applicable laws.
8.3 The Provider disclaims warranties for third-party products unless otherwise stated.
8.4 Implied warranties are excluded to the extent permitted by law.
9. Term and Termination
9.1 This Agreement remains effective until terminated by either Party.
9.2 Termination requires 30 days' written notice.
9.3 Immediate termination is allowed for material breach or insolvency.
9.4 Upon termination:
9.4.1 The Customer pays for services rendered
9.4.2 Confidential data is returned or destroyed
10. Notices
10.1 Notices must be in writing and delivered by hand, courier, or registered mail.
10.2 Notices are deemed received:
10.2.1 Immediately if hand-delivered
10.2.2 Within three working days if mailed
11. Limitation of Liability
11.1 Neither Party is liable for indirect or consequential damages.
11.2 The Provider’s total liability is limited to the fees paid under the applicable SOW.
11.3 Liability exclusions do not apply to death, personal injury, or fraud.
12. Force Majeure
12.1 A Party is not liable for delays due to events beyond reasonable control.
12.2 If such an event lasts more than two weeks, the other Party may terminate this Agreement.
13. Non-Solicitation & Non-Competition
13.1 For one year after termination, neither Party may solicit or hire the other’s employees without written consent.
14. Arbitration
14.1 Disputes will first be resolved amicably.
14.2 If unresolved, disputes will be settled by arbitration under UK law.
14.3 Arbitration will be conducted in English and the outcome will be binding.
15. Cooperation
15.1 The Provider agrees to cooperate with investigations involving fraud, breaches, or unlawful activities.
16. General
16.1 This Agreement supersedes all prior agreements.
16.2 Modifications must be made via an SOW.
16.3 Neither Party may assign rights without consent.
16.4 Invalid provisions do not affect the remainder of the Agreement.
16.5 No waiver of rights shall be implied.
16.6 This Agreement is governed by UK law.
16.7 In case of conflict, the SOW takes precedence.
16.8 The following sections survive termination: 4.3, 4.4, 5, 6, 7, 8, 11, 14, 15, 16.