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Master Services Agreement

This Master Services Agreement is made on [AGREEMENT DATE] ("Effective Date") between [SERVICE PROVIDER NAME], a [PROVIDER JURISDICTION] corporation with its principal place of business at [PROVIDER ADDRESS] ("[PARTY A]") and [CUSTOMER NAME], a [CUSTOMER JURISDICTION] corporation with its principal place of business at [CUSTOMER ADDRESS] ("[PARTY B]").

The parties agree to the terms and conditions of this agreement.

 Provision of Services. [PARTY A] shall provide the [DESCRIPTION OF SERVICES] services to [PARTY B] generally in accordance with the terms of this agreement and, for each specific service, in accordance with the applicable Statement of Work (the "Services").

3. Services under Statements of Work

3.1. Statements of Work. Each Service obligation will be the subject of its own Statement of Work setting forth, among other things, the following:

(a) a full description of the particular Service,

(b) the applicable Fees and payment schedule,

(c) a description of the Deliverables and the related Acceptance Criteria,

(d) the materials to be provided by each party, and

(e) a timeline, if applicable.

3.2. Performance. The Service Provider shall provide the Services to the Client in the time and manner specified in the relevant Statement of Work.

3.3. Start Date. The Service Provider has no obligation to begin providing any particular Service until the applicable Statement of Work has been signed.

3.4. Deliverables. By accepting a Statement of Work, the Service Provider agrees to provide the Deliverables that are detailed in it. The Client will advise the Service Provider in a timely manner whether the Service has met the Acceptance Criteria described in the applicable Statement of Work.

3.5. SOWs as Separate Agreements. Upon signature by both parties, a Statement of Work will become a part of this agreement but may be enforced as a separate and independent agreement between the parties. In particular, neither party is required to terminate this agreement or any other Statement of Work in order to enforce its rights under a particular Statement of Work.

3.6. Capacity Issues. If the Service Provider determines that the activities to be performed by it exceed the reasonable capacity of the resources immediately available to it,

(a) the Client, acting reasonably, shall prioritize its requirements for Services, and

(b) the Service Provider shall endeavor to perform the Services in keeping with the order of priority so specified by the Client.

3.7. Obtaining Consents. If the performance of a Service requires that a Consent be obtained, each party shall use reasonable efforts to obtain it and to negotiate, if applicable, the payment of the related Consent Fee. The Client shall pay up to an aggregate amount of $[MAXIMUM AGGREGATE CONSENT FEES] for any Consent Fee. The Service Provider will be liable to pay any Consent Fees in excess of that amount.

3.8. Impracticability. A Service Provider will not be required to provide any Service to the extent that the performance of the Service

(a) becomes impracticable as a result of a cause or causes outside the reasonable control of the Service Provider, including unfeasible technological requirements, or

(b) would require the Service Provider to violate any applicable Laws or would result in the breach of any contract by which it is bound relating to the Services.

Services under Statements of Work

Statements of Work. Each Service obligation will be the subject of its own Statement of Work setting forth, among other things, the following:

a full description of the particular Service,

the applicable fees and payment schedule,

a description of the deliverables and the related acceptance criteria,

the materials to be provided by each party, and

a timeline, if applicable.

Performance[PARTY A] shall provide the Services to [PARTY B] in the time and manner specified in the relevant Statement of Work.

Start Date[PARTY A] has no obligation to begin providing any particular Service until the applicable Statement of Work has been signed.

Deliverables. By accepting a Statement of Work, [PARTY A] agrees to provide the deliverables that are detailed in it. [PARTY B] will advise [PARTY A] in a timely manner whether the Service has met the acceptance criteria described in the applicable statement of work.

SOWs as Separate Agreements. Upon signature by both parties, a statement of work will become a part of this agreement but may be enforced as a separate and independent agreement between the parties. In particular, neither party is required to terminate this agreement or any other statement of work in order to enforce its rights under a particular statement of work.

Management

Service Provider Manager. For each Statement of Work, [PARTY A] will appoint a relationship manager to manage the relationship established by this agreement (the "[PARTY A] Relationship Manager") who will:

have overall managerial responsibility for the Services;

attend all [PARTY B]'s regularly scheduled executive level meetings and planning sessions as requested by [PARTY B];

serve as Service Provider's primary liaison with [PARTY B];

coordinate, oversee, and monitor [PARTY A]'s performance of the Services with the applicable [PARTY A] managers responsible for such performance; and

write and speak English fluently.

Customer Relationship Manager[PARTY B] will appoint a relationship manager to manage the relationship established by this agreement (the "[PARTY B] Relationship Manager") who will:

have overall managerial responsibility for [PARTY B]'s responsibilities under this agreement;

serve as the primary liaison with [PARTY A] Relationship Manager; and

be able to call upon the experience, expertise, and resources of [PARTY B] as may reasonably be needed to properly perform its duties.

Relationship Manager Communications. Promptly following the Effective Date, each Party shall provide the other Party with the name, telephone number, facsimile number and electronic mail address of their respective Relationship Manager for all matters relating to this agreement. In addition to [PARTY A] Relationship Manager, [PARTY A] shall provide the name, telephone number, facsimile number and electronic mail address of [PARTY A] contacts to whom any outage or latency problems are to be directed. All significant communications relating to this agreement will be directed to the principal contact person for each Party. Either Party may change their principal contact person at any time during the term of this agreement by notifying the other Party of such change.

Periodic Reports and Meetings[PARTY A] agrees to provide [PARTY B] with daily reports of its performance under this agreement in form and substance acceptable to [PARTY B][PARTY B] will provide [PARTY A] with periodic feedback regarding [PARTY A]'s performance at such times and in such form, as [PARTY B] deems appropriate. The Parties agree to meet on a quarterly basis during the term of this agreement at a time and location determined by [PARTY B] to review and discuss the performance of the Services under this agreement and related matters such as planning, forecasting, new services and such other matters as [PARTY B] deems appropriate. Minutes shall be kept by [PARTY B] of what is discussed at each such meeting, and copies of such minutes shall be distributed to the Parties as soon as reasonably possible after each meeting.

5. Personnel Providing Services

5.1. Skilled Personnel. The Service Provider shall retain and employ Personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Services in accordance with the standards and levels of service required under this agreement.

5.2. Supervision of Personnel. The Service Provider will be responsible for all Personnel assigned to provide Services to the Client.

5.3. Background Checks. The Service Provider shall, where permitted by applicable Law and with applicable consents from the affected individuals, complete background checks on all Personnel who have or will access to any Client Data or who are directly engaged in performing any of the Services. At the Client's request and at its cost, the Service Provider shall update any background checks.

5.4. Additional Checks. At the Client's request, the Service Provider shall perform additional criminal records and credit checks on Personnel. Such additional checks will be at the Client's cost, unless it is a requirement under a particular Statement of Work.

5.5. Failing Background Check. The Service Provider shall not permit any individual who fails a background check to provide or continue to provide Services under any Statement of Work or to have access to any Client Data.

5.6. Assignment of Personnel. The Service Provider shall assign Personnel to a Statement of Work on such basis (such as full-time or otherwise) as needed to ensure that the Services contemplated under the Statement of Work are provided in an efficient and timely manner.

5.7. Key Personnel. The Service Provider shall not without good cause replace, without the Client's consent, any Personnel identified in a Statement of Work as "key personnel."

5.8. Review of Staffing Levels. The parties shall regularly review all staffing levels across all Statement of Works to identify appropriate staffing assignments, adjustments, and corrective actions, if required. The parties shall cooperate to minimize any adverse impact on the scheduled timelines and projected costs of any Statement of Work that may be affected.

5.9. Replacement Request. The Client may request replacement of any Personnel assigned to a Project for good cause. In that case, the Service Provider shall, within [five] Business Days following receipt of the Client's request, use commercially diligent efforts to provide substitute Personnel of sufficient skill, knowledge, and training, subject to their availability.

5.10. Exclusivity of Personnel. Unless the parties agree otherwise in writing, no Personnel will be assigned to projects for the Service Provider's other clients during the time they are providing the Services for the Client; they will be dedicated exclusively to the Client's Services.

5.11. Obligations as Employer. The Service Provider is responsible for setting compensation rates and methods of pay for the Personnel. The Service Provider shall

(a) determine and pay all wages and salaries,

(b) provide benefits, as are deemed necessary or desirable,

(c) comply with all applicable Laws, and

(d) file all applicable reports with the appropriate Governmental Authorities

relating to the Services as required by applicable Law.

5.12. Client Input. The Client shall direct the daily responsibilities of Personnel only to the extent necessary to perform the Services and for security purposes, but not in the capacity as engaging Personnel for work. The Client shall not evaluate, test, counsel, or discipline Personnel.

Personnel Providing Services

Skilled Personnel[PARTY A] shall retain and employ personnel who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Services in accordance with the standards and levels of service required under this agreement.

Supervision of Personnel[PARTY A] will be responsible for all personnel assigned to provide Services to [PARTY B].

Key Personnel[PARTY A] shall not without good cause replace, without [PARTY B]'s consent, any Personnel identified in a statement of work as "key personnel."

Replacement Request[PARTY B] may request replacement of any personnel assigned to a project for good cause. In that case, [PARTY A] shall, within [five] Business Days following receipt of [PARTY A]'s request, use commercially diligent efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Background Checks[PARTY A] shall, where permitted by applicable law and with applicable consents from the affected individuals, complete background checks on all personnel who have or will access to any [PARTY B] Data or who are directly engaged in performing any of the Services. At [PARTY B]'s request and at its cost, [PARTY A] shall update any background checks.

Definition of [PARTY B] Data[PARTY B] Data means all Information of, about, or relating to [PARTY B] and includes

information that [PARTY B] provides to [PARTY A] in connection with [PARTY A]'s performance of the Services, and

information [PARTY A] learns about [PARTY B] arising directly or indirectly from [PARTY A]'s performance of the Services.

 Subcontractors[PARTY A] shall not subcontract any Services without the prior written consent of [PARTY B] and subject to such additional terms, including adjustments to billing rates, as [PARTY B] shall reasonably request.

1. Standards of Service

1.1. Service Levels. The Service Provider shall meet or exceed the service levels set forth in the [applicable] Statement of Work.

1.2. Responsibility for Work. The Service Provider is responsible for the performance and project management of

(a) its own work in providing the Services, and

(b) the work performed by any Approved Subcontractors.

1.3. Sufficient Resources. The Service Provider shall maintain sufficient resources to perform its obligations under this agreement.

1.4. Client Policies. If the Client does not have published policies, procedures, or practices, the Service Provider shall use reasonable efforts to provide Services in accordance with [indutsry standards] [the Client's policies, procedures, and practices in effect as of the Effective Date].

1.5. Service Level Credits. In the event the Service Provider fails to meet any service level, then the Client shall be entitled to a credit in the amount set forth in the [applicable] Statement of Work that may be applied against future fees and charges chargeable by the Service Provider.

1.6. Earn-back Credits. In the event that the Service Provider meets the Expected Service Level as described in the applicable Statement of Work that may be applied to future fees and charges payable by the Client.

Standards of Service

Service Levels[PARTY A] shall

ensure that each Service is provided to [PARTY B] on time, on budget, promptly, efficiently, and otherwise in accordance with the applicable statement of work, and

otherwise provide the Services in a professional and ethical manner, generally consistent with past practice and consistent with the level of care and skill that a reasonably prudent and qualified service provider would exercise in comparable circumstances.

Sufficient Resources[PARTY A] shall maintain sufficient resources to perform its obligations under this agreement.

Responsibility for Work[PARTY A] is responsible for the performance and project management of

its own work in providing the Services, and

the work performed by any approved subcontractors.

Customer Policies. If [PARTY B] does not have published policies, procedures, or practices, [PARTY A] shall use reasonable efforts to provide Services in accordance with [PARTY B]'s policies, procedures, and practices in effect as of the Effective Date.

Performance Metrics[PARTY B] may set specific performance metrics for a given Service in the corresponding statement of work.

Additional Services

Requesting Additional Services. [PARTY A] may request Additional Services from [PARTY B] by providing written notice.

Amendment to Include Additional Services. If [PARTY B] agrees to provide Additional Services

the parties shall amend this agreement and the [SERVICES ATTACHMENT] to include the Additional Services, so that

after the amendment, all references to Services in this agreement will include such requested and agreed on Additional Services

Additional Services Definition. “Additional Services” means services similar in nature but outside the scope of the Services listed in the [SERVICES ATTACHMENT], attached to this agreement.

 Improvement Opportunities

Identification. [PARTY A] shall implement formal processes to proactively identify, investigate, and analyze opportunities to implement improvement opportunities and identify issues that could adversely affect the overall success of the parties' relationship.

Objectives. The overall objectives of the identification and implementation of improvement opportunities are to

continually improve the quality of the deliverables, and suggest new deliverables (including new predictive models that could assist [PARTY B] to enable [PARTY B] to maintain or enhance their competitive advantages),

continually improve the quality of the Services and suggest new Services,

drive additional revenues to, or cost savings for, [PARTY B] through technological innovation,

optimize [PARTY A]'s business and technical assets through shared or leveraged services, expanded re-use, and consolidation, and

provide increased business operational and technical resilience to continue the timely delivery of Services despite unforeseen external events.

Implementation

If [PARTY A] determines that an improvement opportunity is technically possible and could result in meeting one or more of the objectives, and (i) if its implementation would require an amendment to this agreement, then it will be implemented in accordance with a change order, but (ii) if its implementation would not require a change order, then [PARTY A] shall promptly implement it.

[PARTY A] shall give Notice to [PARTY B] promptly following the implementation of an improvement opportunity. The parties, acting reasonably, shall decide upon the appropriate adjustment to the Services and applicable specifications or other performance standards to reflect the implementation of the improvement opportunity following its implementation.

Tracking. [PARTY A] shall deliver quarterly written reports to [PARTY B] sufficient to enable it to track the implementation of improvement opportunities and reconcile the expected potential savings with actual related savings.

 Fees[PARTY B] shall pay the required fees under each statement of work to [PARTY A] monthly.

9. Subscription Fees. The Customer shall pay to the Company the subscription fees set forth in Schedule [C].

1. Payments

1.1. Payment Terms. Payments are due and payable in full within [30] days after the date of the [invoice] [Product shipment].

1.2. Payment Net of Taxes. The fees do not include any taxes, import or export fees, duties, or similar charges, all of which are [payee]'s responsibility.

1.3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

1.4. No Refunds. The fees are non-refundable. 

1.5. Collection Enforcement. The [payee] will be liable for all legal and other expenses associated with collecting any overdue fees.

1. Payments

1.1. Payment Terms. Payments are due and payable in full within [30] days after the date of the [invoice] [Product shipment].

1.2. Payment Net of Taxes. The fees do not include any taxes, import or export fees, duties, or similar charges, all of which are [payee]'s responsibility.

1.3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

Payment

Payment Terms. Payments are due in full within [30] Business Days after the date of the [invoice / Product shipment].

Payment Does Not Include Taxes or Other Fees. The [Fees] do not include any taxes, import or export fees, duties, or similar charges, all of which are [PARTY B]'s responsibility.

Payment Obligations

 Invoices[PARTY A] shall invoice [PARTY B] monthly for all fees and other amounts that [PARTY B] owes under this agreement. [PARTY B] shall pay the invoice amounts within [30] days of the invoice date.

Payment Net of Taxes. All payments owed by [PARTY B] are exclusive of taxes. [PARTY B] shall pay, and [PARTY A] shall collect and remit, any taxes payable.

Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

1.  Payment Obligations

1.1. Invoices. The Service Provider shall invoice the Client monthly for all fees and other amounts that the Client owes under this agreement. The Client shall pay the invoice amounts within [30] days of the invoice date.

1.2. Client's Right of Set-off. The Client may set off against the Fees or any other amounts payable under this agreement, on a dollar-for-dollar basis, any amount owing by the Service Provider, but only if the Client provides the Service Provider with reasonable prior Notice of its intention to do so, together with an explanation of the basis upon which it is exercising its right. Any exercise of this right of set-off will correspondingly reduce the amount that the Client owes to the Service Provider.

1.3. Payment Net of Taxes. All payments owed by the Client are exclusive of taxes. The Client shall pay, and the Service Provider shall collect and remit, any taxes payable.

1.4. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

Changes

Change Orders. [PARTY B] may request changes to the specifications, deliverables, or schedules.

Additional Time or Expense. If the proposed change will require a delay in delivery of the Services or would result in additional expense, then:

[PARTY A] shall submit a proposal for the requested changes, detailing the time and expense; and

[PARTY B] may elect to either:

withdraw its proposed change, or

require [PARTY A] to deliver the Services with the proposed change, subject to the delay and/or additional expense.

Acceptance. If [PARTY A] cannot, or chooses not to accept the change order, then [PARTY A] may elect to terminate the agreement.

Term. This agreement begins on [EFFECTIVE DATE], and will continue until terminated.

Term. This agreement begins on [EFFECTIVE DATE] and will continue until [TERMINATION CONDITION OR EVENT], unless terminated earlier.

Term

Initial Term. The "Initial Term" of this agreement begins on [EFFECTIVE DATE] and will continue for [TERM YEARS] years, unless terminated earlier.

Renewal Term. Following the Initial Term, the [PARTY B] may renew this agreement for successive "Renewal Terms" of [RENEWAL YEARS] length, unless terminated earlier, by giving the [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] business days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

 Term. The term of this agreement begins on [EFFECTIVE DATE], and will continue for [TERM YEARS] years, unless terminated earlier ("Term").

Term

Initial Term. The "Initial Term" of this agreement will begin on [EFFECTIVE DATE] and continue for [TERM MONTHS] months, unless terminated earlier.

Renewal Terms

Following the Initial Term. At the expiration of the Initial Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM] months length ("Renewal Term"), unless terminated earlier.

Following a Renewal Term. At the expiration of the then current Renewal Term, this agreement will automatically renew for a another Renewal Term, unless terminated earlier.

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then current Renewal Term.

 Service Provider's Warranties

Warranty as to Services and Work Product. [PARTY A] warrants that the Services and all work product will substantially comply in all material respects with the specifications and other requirements set forth in the applicable Statements of Work.

No Breach of Third Party Rights[PARTY A] warrants that none of the Services or work product will infringe, violate, interfere with, or harm any rights of any person, except to the extent that any claim of infringement, etc., arises as a result of

[PARTY A]'s compliance with the Specifications,

use of the work product other than in accordance with applicable specifications or documentation relating to the work product,

modification or alteration of the Work Product after delivery by [PARTY A],

use of the work product in combination with other products or systems not reasonably anticipated in the specifications, or

infringement arising from materials provided to [PARTY A] by or on behalf of the Client in connection with the development of the work product.

Disclaimer. The warranties contained in this agreement are the only ones that [PARTY A] makes under this agreement. To the fullest extent permissible under applicable law, [PARTY A] disclaims all other warranties, express or implied (including warranties of merchantability, fitness for a particular purpose, and non-infringement).

Confidentiality

Confidentiality Obligations. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidentiality

Confidentiality Obligations. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information that the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

as permitted by this agreement; or

as required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

 Non-Disclosure of Agreement and Purpose. Neither party may disclose to any third-party the existence of this agreement[, the Transaction, or the Purpose,] without prior written consent of the other party.

Confidentiality Obligations

Non-Disclosure of Transaction, Agreement, and Purpose. Neither party may disclose to any third  party the existence of this agreement, the Transaction, or the Purpose, without written consent of the other party.

Confidential Information

Hold Confidential Information in Confidence. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Confidential Information Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure of Confidential Information. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

permitted by this agreement; or

required by Law.

Notice on Disclosure of Confidential Information. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

1.  Insurance 

1.1. Insurance Requirement. The [PARTY B] shall maintain for the duration of the agreement the insurance necessary to cover the [PARTY B]'s obligations and responsibilities under this agreement, or any amount required by law, whichever is less.

1.2. Proof of Insurance. At the [PARTY A]'s request, the [PARTY B] will provide the [PARTY A] with certificates or other acceptable proof of [PARTY B]'s insurance, describing the coverage of the [PARTY B]'s insurance, and notice of any material change to the [PARTY B]'s insurance. 

1.3. Additional Insurance. The [PARTY A] may require the [PARTY B] to obtain a reasonable amount of additional insurance. The [PARTY A] will provide details of and reasons for the additional insurance.

1.4. Additional Insured. The [PARTY B] will, within [ADDITIONAL INSURED NOTIFICATION DAYS] business days' of the effective date of this agreement, have the insurance company of the [PARTY B]'s policy add the [PARTY A] as an additional insured to the [PARTY B]'s policy. The [PARTY B] will also have the insurance company send a certificate to the [PARTY A] that is proof of the [PARTY A] has been added to the [PARTY B]'s policy, and that confirms that before any cancelation, modification, or reduction in coverage of the policy, the insurance company will give the [PARTY A] 30 business days' prior written notice of the proposed cancellation, modification, or reduction.

1.5. No Contribution. Any insurance carried by the [PARTY A] will not be subject to contribution.

Insurance

Mutual Insurance. [PARTY A] shall maintain for the duration of this agreement the types of insurance customary and appropriate for such agreements, in the amount necessary or required by law, whichever is less, to cover its obligations and responsibilities under this agreement.

Proof of Insurance. On [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY A] shall promptly notify [PARTY B].

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination on Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

there is a material breach, inaccuracy in, or failure to perform of any representation, warranty, covenant, or agreement made by the other party, and

the breach continues for a period of [BREACH CONTINUATION DAYS] business days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination on Failure of Condition Precedent. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either:

any of the conditions precedent set out in [CONDITIONS PRECEDENT ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE]; and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with; or

any of the conditions specifically applicable to the other party under its [CONDITIONS PRECEDENT] have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination on Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination by Law or Order. Either party may terminate this agreement with immediate effect if:

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited; or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination on Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after the injured party delivers notice to the breaching party reasonably detailing the breach or default.

Termination on Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, on the other party's failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination on Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach or default.

Termination on Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

 Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall refund to [PARTY B] any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. [PARTY B] will immediately pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall cease all use of the Service upon the effective date of the termination.

Recovery of Your Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep, after which time [PARTY B] will have no further access to the Service.

Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall immediately pay to [PARTY B] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Return of Property. Upon termination or expiration of this agreement, [PARTY B] shall return to [PARTY A] all [PARTY A] property, both originals and copies, under its direct or indirect control.

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Overview

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