Master Services Agreement A Master Services Agreement defines the terms for ongoing services between parties, specifying service scope, payment terms, and responsibilities, often used for service providers.
This Master Services Agreement ("Agreement") is entered into as of the last date of signature below (the "Effective Date"), by and between TechSolutions Inc., a company organized under the laws of the United States, having its principal place of business at [Address] ("Provider") and InnovateX Inc., a company organized under the laws of the United States, having its principal place of business at [Address] ("Client").
1.1. Description of Services
Provider shall perform IT consulting and support services as requested by Client, including but not limited to system maintenance, software upgrades, and cybersecurity services (collectively, the "Services"), subject to the terms and conditions of this Agreement.
1.2. Service Orders
The specific Services provided under this Agreement, including any deliverables and corresponding timetables (collectively, "Service Orders"), shall be mutually agreed upon in writing and executed by both parties.
2.1. Payment Terms
Client shall pay Provider for the Services in accordance with the pricing set forth in the applicable Service Order. Unless otherwise agreed in writing by both parties, Provider shall invoice Client monthly for Services rendered.
2.2. Late Payments
If Client fails to pay any undisputed amounts within thirty (30) days of the invoice date, Provider may charge a late fee equal to the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law on the overdue amount, calculated daily from the due date until paid in full.
3.1. Performance Standards
Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards for the provision of similar services. Provider shall make commercially reasonable efforts to ensure that the Services are available and operational in accordance with any performance standards or service levels specified in the applicable Service Order.
3.2. Service Level Credits
If Provider fails to meet the agreed-upon performance standards or service levels, Client may be entitled to service level credits as specified in the applicable Service Order.
This Agreement shall begin on the Effective Date and continue for a term of one (1) year, unless terminated earlier in accordance with the termination provisions herein. This Agreement will automatically renew for successive one (1) year terms unless either party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then-current term.
4.2. Termination for Convenience
Either party may terminate this Agreement for any reason upon written notice to the other party, provided that such termination shall be effective no sooner than thirty (30) days following receipt of such notice.
4.3. Termination for Cause
Either party may terminate this Agreement for cause if the other party breaches a material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.
4.4. Effects of Termination
Upon termination or expiration of this Agreement, (a) both parties shall promptly return or destroy all Confidential Information (as defined below) of the other party in its possession or control, and (b) the Provider shall cease providing the Services. Any provisions of this Agreement which by their nature should survive termination or expiration, including but not limited to payment obligations, confidentiality, and limitation of liability, will continue in effect after the termination or expiration of this Agreement.
Each party agrees to hold in confidence and not disclose, use, or disseminate any information designated as confidential or proprietary by the disclosing party, or which a reasonable person would understand to be confidential ("Confidential Information"), except as necessary to perform its obligations or exercise its rights under this Agreement or as required by applicable law, regulation, or legal process. The receiving party shall protect the disclosing party's Confidential Information using the same degree of care it uses to safeguard its own confidential information, but in no event less than a reasonable standard of care.
This Agreement, and any disputes arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United States and the state in which the Client is located, without reference to its conflict of law principles.
7.1. Independent Contractor
Provider shall perform the Services as an independent contractor, and nothing in this Agreement shall be construed as creating an employer-employee relationship, joint venture, or partnership between the parties. Neither party shall have the authority to bind the other without express written consent.
Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned.
All notices, requests, consents, and other communications required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally or sent by email, facsimile, or certified or registered mail, postage prepaid and return receipt requested, to the address for each party set forth in this Agreement or to such other address as either party may designate from time to time by notice to the other party as provided in this paragraph.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision were never a part of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.
7.5. Entire Agreement
This Agreement, together with all Service Orders entered into hereunder, constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate by their duly authorized representatives as of the Effective Date.
Provider: TechSolutions Inc.
Client: InnovateX Inc.
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