Master Services Agreement (Alaska)

MASTER SERVICES AGREEMENT

STATE OF ALASKA

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This Master Services Agreement ("Agreement") is entered into as of the Effective Date set forth below.

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PARTIES

SERVICE PROVIDER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________], Alaska [____]

Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

State of Formation: [________________________________]

Alaska Business License No.: [________________________________]

Federal Tax ID (EIN): [________________________________]

("Provider")

CLIENT:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________], Alaska [____]

Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship ☐ Individual

State of Formation/Residence: [________________________________]

Federal Tax ID (EIN) or SSN: [________________________________]

("Client")

EFFECTIVE DATE: [__/__/____]

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TABLE OF CONTENTS

1. Definitions
2. Scope of Services
3. Statements of Work
4. Term and Renewal
5. Compensation and Payment
6. Service Levels and Performance Standards
7. Personnel and Staffing
8. Intellectual Property Rights
9. Confidentiality
10. Data Protection and Security
11. Representations and Warranties
12. Indemnification
13. Limitation of Liability
14. Insurance Requirements
15. Termination
16. Effects of Termination
17. Dispute Resolution
18. Alaska Choice of Law and Venue
19. General Provisions
20. Signature and Execution
21. Exhibit A: Statement of Work Template
22. Exhibit B: Service Level Agreement Template

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ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written confirmation that a Deliverable conforms to the applicable Acceptance Criteria, or deemed acceptance as provided in this Agreement.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards that Deliverables must meet, as set forth in the applicable Statement of Work.

1.3 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.

1.4 "Alaska Business Day" means any day other than Saturday, Sunday, or a day on which banks in Anchorage, Alaska are authorized or required by law to close.

1.5 "Background IP" means Intellectual Property owned or licensed by a party prior to the Effective Date or developed by a party outside the scope of this Agreement.

1.6 "Change Order" means a written document executed by both parties that modifies an existing Statement of Work.

1.7 "Client Data" means all data, information, content, and materials provided by Client to Provider or collected, processed, or generated by Provider on behalf of Client in connection with the Services.

1.8 "Client Materials" means all documents, data, information, materials, equipment, and other resources provided by Client to Provider for use in performing the Services.

1.9 "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to trade secrets, business plans, financial information, customer lists, technical data, and proprietary methodologies.

1.10 "Deliverables" means the tangible and intangible work product, materials, reports, documents, software, and other items to be delivered by Provider to Client as specified in a Statement of Work.

1.11 "Effective Date" means the date first written above or the date of last signature, whichever is later.

1.12 "Fees" means the compensation payable to Provider for the Services, as set forth in the applicable Statement of Work.

1.13 "Force Majeure Event" means an event beyond the reasonable control of a party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, volcanic activity, tsunamis, severe weather conditions, accidents, epidemics, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

1.14 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under Alaska law, federal law, and applicable international treaties.

1.15 "Key Personnel" means the individuals identified in a Statement of Work as essential to the performance of the Services.

1.16 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable privacy laws.

1.17 "Provider Materials" means tools, methodologies, software, frameworks, libraries, know-how, and other materials owned or licensed by Provider that are used in performing the Services or incorporated into Deliverables.

1.18 "Services" means the professional services to be performed by Provider for Client as described in this Agreement and applicable Statements of Work.

1.19 "Service Level" means a measurable performance standard for the Services, as specified in the applicable Statement of Work or Service Level Agreement.

1.20 "Statement of Work" or "SOW" means a written document executed by both parties that describes specific Services, Deliverables, timelines, Fees, and other terms for a particular project or engagement.

1.21 "Subcontractor" means any third party engaged by Provider to perform any portion of the Services.

1.22 "Term" means the period during which this Agreement is in effect, as set forth in Article 4.

1.23 "Trade Secret" means information as defined in the Alaska Uniform Trade Secrets Act (AS 45.50.910 et seq.).

1.24 "Work Product" means all Deliverables and other materials created by Provider in the course of performing the Services under this Agreement.

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ARTICLE 2: SCOPE OF SERVICES

2.1 General Scope. Provider agrees to perform the Services described in this Agreement and in each Statement of Work executed by the parties. Services shall be performed in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

2.2 Professional Standards. Provider shall perform all Services:

(a) In accordance with the highest professional standards in Provider's industry;

(b) Using personnel with appropriate qualifications, skills, and experience;

(c) In compliance with all applicable federal, state, and local laws, including Alaska state law;

(d) In accordance with the specifications and requirements set forth in each Statement of Work;

(e) In a timely manner consistent with the schedules and milestones set forth in each Statement of Work.

2.3 No Implied Services. Provider shall have no obligation to perform any services other than those expressly set forth in this Agreement and applicable Statements of Work. Any additional services requested by Client shall be subject to a separate Statement of Work or Change Order.

2.4 Order of Precedence. In the event of any conflict or inconsistency among the documents forming this Agreement, the following order of precedence shall apply (highest to lowest):

(a) Any amendments to this Agreement, in reverse chronological order;

(b) This Master Services Agreement;

(c) The applicable Statement of Work;

(d) Any exhibits, schedules, or attachments, in the order listed.

2.5 Client Cooperation. Client acknowledges that Provider's ability to perform the Services is dependent upon Client's timely cooperation, including:

(a) Providing access to necessary personnel, facilities, systems, and information;

(b) Making timely decisions and providing approvals;

(c) Providing accurate and complete Client Materials;

(d) Designating a Client project manager with authority to act on Client's behalf;

(e) Performing Client responsibilities identified in each Statement of Work.

2.6 Provider Access. Client shall provide Provider with reasonable access to Client's facilities, systems, personnel, and information as necessary for Provider to perform the Services. Such access shall be subject to Client's reasonable security and confidentiality requirements.

2.7 Remote Performance. Given Alaska's unique geographic considerations, the parties acknowledge that certain Services may be performed remotely. Remote performance shall be permitted unless the applicable Statement of Work expressly requires on-site presence.

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ARTICLE 3: STATEMENTS OF WORK

3.1 SOW Requirements. Each Statement of Work shall include, at a minimum:

(a) A description of the Services to be performed;

(b) A description of the Deliverables, if any;

(c) Acceptance Criteria for each Deliverable;

(d) The project timeline, including milestones and deadlines;

(e) Fees and payment schedule;

(f) Any Service Levels applicable to the Services;

(g) Key Personnel, if applicable;

(h) Client responsibilities and dependencies;

(i) Any project-specific terms that modify or supplement this Agreement.

3.2 SOW Execution. Each Statement of Work shall be executed by authorized representatives of both parties and shall be attached to and incorporated into this Agreement. No Statement of Work shall be effective unless executed by both parties.

3.3 Multiple SOWs. The parties may execute multiple Statements of Work under this Agreement. Each Statement of Work shall be a separate engagement, and termination of one Statement of Work shall not affect any other Statement of Work.

3.4 Change Orders. Either party may request changes to a Statement of Work by submitting a written Change Order request. No change shall be effective unless documented in a Change Order executed by both parties. Change Orders shall specify:

(a) The changes to the Services or Deliverables;

(b) The impact on the project timeline;

(c) Any adjustment to Fees;

(d) Any other affected terms.

3.5 Acceptance Process. Unless otherwise specified in a Statement of Work:

(a) Provider shall deliver each Deliverable to Client with a notice of delivery;

(b) Client shall have ten (10) Alaska Business Days to review each Deliverable and provide written notice of acceptance or rejection;

(c) Rejection notices shall specify in reasonable detail the deficiencies or non-conformities;

(d) Provider shall have a reasonable period to cure any deficiencies;

(e) If Client fails to provide notice within the acceptance period, the Deliverable shall be deemed accepted.

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ARTICLE 4: TERM AND RENEWAL

4.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of:

☐ One (1) year
☐ Two (2) years
☐ Three (3) years
☐ Other: [________________________________]

("Initial Term"), unless earlier terminated in accordance with this Agreement.

4.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically renew for successive periods of [________________________________] unless either party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term.

☐ Terminate unless the parties execute a written renewal agreement.

4.3 SOW Term. Each Statement of Work shall specify its own term, which may extend beyond the Initial Term or any renewal term of this Agreement. The terms of this Agreement shall continue to apply to each Statement of Work for the duration of such Statement of Work.

4.4 Survival. The following provisions shall survive expiration or termination of this Agreement: Articles 1 (Definitions), 8 (Intellectual Property Rights), 9 (Confidentiality), 10 (Data Protection and Security), 11 (Representations and Warranties) to the extent of any ongoing warranty period, 12 (Indemnification), 13 (Limitation of Liability), 16 (Effects of Termination), 17 (Dispute Resolution), 18 (Alaska Choice of Law and Venue), and 19 (General Provisions), and any other provisions that by their nature should survive.

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ARTICLE 5: COMPENSATION AND PAYMENT

5.1 Fees. Client shall pay Provider the Fees set forth in each Statement of Work. Unless otherwise specified, Fees shall be:

☐ Fixed price: $[________________________________]
☐ Time and materials at the rates set forth in Exhibit [____]
☐ Monthly retainer: $[________________________________]
☐ Milestone-based as set forth in the applicable Statement of Work
☐ Other: [________________________________]

5.2 Expenses. Unless otherwise specified in a Statement of Work:

(a) Expenses in excess of $[________________________________] require Client's prior written approval;

(b) Approved expenses shall be reimbursed at actual cost with no markup;

(c) Provider shall submit expense documentation with each invoice;

(d) Travel expenses shall be reimbursed in accordance with Client's travel policy;

(e) Given Alaska's unique geography, travel costs within Alaska may exceed typical amounts and shall be reimbursed at actual reasonable cost.

5.3 Invoicing. Provider shall submit invoices to Client:

☐ Monthly in arrears
☐ Upon completion of milestones
☐ Upon delivery and acceptance of Deliverables
☐ Other: [________________________________]

Each invoice shall include reasonable detail of Services performed, hours worked (for time and materials engagements), and expenses incurred.

5.4 Payment Terms. Client shall pay all undisputed invoices within:

☐ Thirty (30) days
☐ Forty-five (45) days
☐ Sixty (60) days
☐ Other: [________________________________]

of receipt of a proper invoice.

5.5 Late Payments. Undisputed amounts not paid when due shall bear interest at the rate of ten and one-half percent (10.5%) per annum or the maximum rate permitted by Alaska law (AS 45.45.010), whichever is less, from the due date until paid.

5.6 Disputed Invoices. If Client disputes any portion of an invoice in good faith, Client shall:

(a) Pay the undisputed portion within the applicable payment period;

(b) Provide written notice of the dispute with reasonable detail within fifteen (15) days of receipt of the invoice;

(c) Work in good faith with Provider to resolve the dispute.

5.7 Taxes. All Fees are exclusive of taxes. Client shall be responsible for all sales, use, excise, value-added, and similar taxes arising from this Agreement, excluding taxes based on Provider's income. Note: Alaska has no state sales tax, but local jurisdictions may impose sales taxes. Client shall be responsible for any applicable local taxes.

5.8 Withholding. If Client is required by law to withhold any taxes from payments to Provider, Client shall:

(a) Deduct such taxes from the payment;

(b) Pay the withheld amount to the appropriate taxing authority;

(c) Provide Provider with official receipts or other documentation of payment.

5.9 Right to Suspend. If any undisputed amount remains unpaid for more than thirty (30) days after the due date, Provider may, upon ten (10) days' written notice to Client, suspend performance of the Services until all overdue amounts are paid in full.

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ARTICLE 6: SERVICE LEVELS AND PERFORMANCE STANDARDS

6.1 Service Level Agreements. If specified in a Statement of Work, Provider shall perform the Services in accordance with the Service Levels set forth therein or in an attached Service Level Agreement.

6.2 Service Level Metrics. Service Levels may include, without limitation:

(a) Availability and uptime requirements;

(b) Response time requirements;

(c) Resolution time requirements;

(d) Quality metrics and error rates;

(e) Reporting requirements.

6.3 Service Level Credits. If Provider fails to meet a Service Level:

(a) Client shall be entitled to Service Level credits as specified in the applicable Statement of Work or Service Level Agreement;

(b) Service Level credits shall be Client's sole and exclusive remedy for Provider's failure to meet Service Levels, unless such failure constitutes a material breach of this Agreement;

(c) Service Level credits shall be applied against future invoices or, if no future invoices are expected, refunded to Client.

6.4 Chronic Failure. If Provider fails to meet the same Service Level for three (3) consecutive months or any three (3) months in a six (6) month period, Client may terminate the affected Statement of Work upon thirty (30) days' written notice without liability.

6.5 Exceptions. Provider shall not be responsible for Service Level failures caused by:

(a) Client's acts or omissions;

(b) Third-party services or systems not under Provider's control;

(c) Force Majeure Events;

(d) Scheduled maintenance performed in accordance with this Agreement;

(e) Client's failure to meet its obligations under this Agreement;

(f) Communication infrastructure limitations unique to remote Alaska locations.

6.6 Reporting. Provider shall provide Client with monthly reports on Service Level performance, including any failures and the root cause analysis thereof.

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ARTICLE 7: PERSONNEL AND STAFFING

7.1 Qualified Personnel. Provider shall assign personnel with appropriate qualifications, skills, training, and experience to perform the Services. All personnel shall be properly licensed, certified, or accredited as required by applicable law.

7.2 Key Personnel. If Key Personnel are identified in a Statement of Work:

(a) Provider shall not remove or reassign Key Personnel without Client's prior written consent, which shall not be unreasonably withheld;

(b) If Key Personnel become unavailable due to resignation, termination, illness, or other circumstances beyond Provider's reasonable control, Provider shall promptly notify Client and propose qualified replacement personnel;

(c) Client shall have the right to interview and approve or reject proposed replacement Key Personnel within ten (10) Alaska Business Days.

7.3 Removal of Personnel. Client may request removal of any Provider personnel for reasonable cause. Provider shall remove such personnel promptly upon receipt of written notice and shall assign qualified replacement personnel.

7.4 Background Checks. Upon Client's request, Provider shall conduct background checks on personnel assigned to perform Services, including:

☐ Criminal history check
☐ Employment verification
☐ Education verification
☐ Professional license verification
☐ Credit check (where permitted by law)
☐ Drug screening

Background checks shall be conducted in compliance with applicable Alaska and federal law.

7.5 Subcontractors. Provider may engage Subcontractors to perform portions of the Services, subject to the following conditions:

(a) Provider shall obtain Client's prior written consent before engaging any Subcontractor, which consent shall not be unreasonably withheld;

(b) Provider shall be responsible for the acts and omissions of its Subcontractors as if they were Provider's own;

(c) All Subcontractors shall be bound by confidentiality and data protection obligations at least as protective as those in this Agreement;

(d) Provider shall provide Client with information about Subcontractors upon request.

7.6 Independent Contractor Status. Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Provider shall be solely responsible for:

(a) Payment of compensation to its personnel;

(b) Withholding and payment of all applicable taxes;

(c) Compliance with workers' compensation, unemployment insurance, and other employment laws;

(d) Providing employee benefits to its personnel.

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ARTICLE 8: INTELLECTUAL PROPERTY RIGHTS

8.1 Background IP. Each party shall retain all right, title, and interest in its Background IP. Neither party grants the other any rights in its Background IP except as expressly set forth in this Agreement.

8.2 Client Materials. Client retains all right, title, and interest in Client Materials. Client grants Provider a limited, non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the Services during the Term.

8.3 Work Product Ownership. Ownership of Work Product shall be determined as follows:

☐ Option A - Client Ownership: All Work Product shall be considered "work made for hire" as defined in 17 U.S.C. § 101. To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in such Work Product, including all Intellectual Property rights therein. Provider shall execute all documents and take all actions reasonably necessary to perfect Client's ownership.

☐ Option B - Provider Ownership with License: Provider shall retain all right, title, and interest in the Work Product. Provider grants Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, display, and create derivative works of the Work Product for Client's internal business purposes.

☐ Option C - Joint Ownership: Work Product shall be jointly owned by the parties. Each party shall have the right to use, license, and exploit the Work Product without consent of or accounting to the other party.

8.4 Provider Materials License. To the extent Provider Materials are incorporated into or necessary to use the Deliverables, Provider grants Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use such Provider Materials solely in connection with the Deliverables.

8.5 Third-Party Materials. Provider shall identify any third-party materials incorporated into Deliverables and shall obtain all necessary licenses for Client's use thereof. Provider shall provide Client with copies of applicable license terms.

8.6 Open Source Software. Provider shall not incorporate any open source software into Deliverables without Client's prior written consent. If open source software is approved for use, Provider shall:

(a) Identify all open source components and applicable licenses;

(b) Ensure compliance with open source license terms;

(c) Not incorporate any open source software with "copyleft" or similar provisions that would require Client to disclose or license Client's proprietary software.

8.7 Moral Rights. To the extent permitted by law, Provider waives and shall cause its personnel to waive all moral rights in the Work Product.

8.8 IP Warranties. Provider represents and warrants that:

(a) Provider has the right to grant the licenses granted herein;

(b) The Services and Deliverables do not and will not infringe, misappropriate, or violate any third party's Intellectual Property rights;

(c) The Work Product is original and has not been copied from any third party.

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ARTICLE 9: CONFIDENTIALITY

9.1 Confidentiality Obligations. Each party (the "Receiving Party") agrees to:

(a) Hold in strict confidence all Confidential Information of the other party (the "Disclosing Party");

(b) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent;

(c) Use Confidential Information only for the purposes of this Agreement;

(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;

(e) Limit access to Confidential Information to those employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those herein.

9.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Was known to the Receiving Party prior to disclosure, as evidenced by written records;

(c) Is independently developed by the Receiving Party without use of Confidential Information;

(d) Is rightfully obtained from a third party without breach of any confidentiality obligation;

(e) Is approved for disclosure by the Disclosing Party in writing.

9.3 Required Disclosures. The Receiving Party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the Receiving Party:

(a) Gives the Disclosing Party prompt written notice (to the extent legally permitted);

(b) Cooperates with the Disclosing Party's efforts to seek protective treatment;

(c) Discloses only the minimum information required.

9.4 Trade Secrets. Trade secrets, as defined under the Alaska Uniform Trade Secrets Act (AS 45.50.910 et seq.), shall be protected indefinitely or until they no longer qualify as trade secrets. The Receiving Party shall take all reasonable measures to maintain the secrecy of trade secrets.

9.5 Return of Confidential Information. Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall:

(a) Return or destroy all Confidential Information and all copies thereof;

(b) Certify in writing that all Confidential Information has been returned or destroyed;

(c) Notwithstanding the foregoing, the Receiving Party may retain copies as required by law or for archival purposes, subject to ongoing confidentiality obligations.

9.6 Confidentiality Period. Except for trade secrets, the confidentiality obligations under this Article shall continue for a period of:

☐ Three (3) years
☐ Five (5) years
☐ Seven (7) years
☐ Other: [________________________________]

following the expiration or termination of this Agreement.

9.7 Injunctive Relief. Each party acknowledges that a breach of this Article may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive relief without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

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ARTICLE 10: DATA PROTECTION AND SECURITY

10.1 Data Security. Provider shall implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, use, disclosure, alteration, or destruction, including:

(a) Access controls and authentication mechanisms;

(b) Encryption of data in transit and at rest;

(c) Regular security assessments and penetration testing;

(d) Security awareness training for personnel;

(e) Incident response and disaster recovery procedures.

10.2 Security Standards. Provider shall maintain security practices consistent with:

☐ SOC 2 Type II
☐ ISO 27001
☐ NIST Cybersecurity Framework
☐ Industry-standard practices
☐ Other: [________________________________]

10.3 Personal Data. If Provider processes Personal Data on behalf of Client:

(a) Provider shall process Personal Data only in accordance with Client's documented instructions;

(b) Provider shall not use Personal Data for any purpose other than performing the Services;

(c) The parties shall execute a Data Processing Addendum if required by applicable privacy law;

(d) Provider shall assist Client in responding to data subject requests.

10.4 Security Incidents. In the event of any actual or suspected security incident involving Client Data, Provider shall:

(a) Notify Client within twenty-four (24) hours of discovery;

(b) Investigate the incident and take immediate steps to mitigate harm;

(c) Provide Client with information necessary to comply with notification obligations;

(d) Cooperate with Client's investigation and remediation efforts;

(e) Implement measures to prevent recurrence.

10.5 Audits. Upon reasonable notice, Client may audit Provider's compliance with the security and data protection requirements of this Agreement. Such audits:

(a) Shall occur no more than once per year unless a security incident has occurred;

(b) Shall be conducted during normal business hours;

(c) Shall not unreasonably interfere with Provider's operations;

(d) May be conducted by Client or a qualified third-party auditor bound by confidentiality obligations.

10.6 Data Location. Client Data shall be stored and processed only in the following locations:

☐ United States only
☐ United States and approved international locations
☐ As specified in the applicable Statement of Work
☐ No restrictions

10.7 Data Return and Deletion. Upon termination of this Agreement or upon Client's request:

(a) Provider shall return all Client Data to Client in a standard, usable format;

(b) Provider shall securely delete all Client Data from Provider's systems within thirty (30) days;

(c) Provider shall certify in writing that all Client Data has been deleted;

(d) Provider may retain copies as required by law, subject to ongoing confidentiality and security obligations.

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ARTICLE 11: REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations. Each party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;

(b) It has full power and authority to enter into this Agreement and perform its obligations hereunder;

(c) The execution and performance of this Agreement does not conflict with any other agreement to which it is a party;

(d) This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

11.2 Provider Representations. Provider represents and warrants that:

(a) Provider has the expertise, resources, and personnel necessary to perform the Services;

(b) The Services shall be performed in a professional and workmanlike manner consistent with industry standards;

(c) The Deliverables shall conform to the specifications and Acceptance Criteria set forth in the applicable Statement of Work;

(d) The Deliverables shall be free from material defects for a period of ninety (90) days following Acceptance (the "Warranty Period");

(e) The Services and Deliverables shall comply with all applicable laws and regulations;

(f) Provider has obtained all licenses, permits, and authorizations required to perform the Services;

(g) The Services and Deliverables do not and will not infringe any third party's Intellectual Property rights;

(h) The Deliverables shall not contain any viruses, malware, or other harmful code;

(i) Provider shall comply with the Alaska Unfair Trade Practices and Consumer Protection Act (AS 45.50.471 et seq.) in all dealings with Client.

11.3 Warranty Remedies. If any Deliverable fails to conform to the warranties in Section 11.2 during the Warranty Period, Provider shall, at no additional cost to Client:

(a) Repair or re-perform the non-conforming Services or Deliverables; or

(b) If repair or re-performance is not commercially practical, refund the Fees paid for the non-conforming Services or Deliverables.

11.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY ALASKA LAW.

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ARTICLE 12: INDEMNIFICATION

12.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Client Indemnitees") from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any claim that the Services or Deliverables infringe, misappropriate, or violate any third party's Intellectual Property rights;

(b) Provider's breach of this Agreement;

(c) Provider's gross negligence or willful misconduct;

(d) Any claim by Provider's personnel or Subcontractors for wages, benefits, or employment-related matters;

(e) Provider's violation of applicable law;

(f) Personal injury or property damage caused by Provider's personnel in connection with the Services.

12.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Provider Indemnitees") from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Client's use of the Services or Deliverables in violation of this Agreement;

(b) Client Materials or Client Data provided to Provider, including any claim that such materials infringe any third party's rights;

(c) Client's breach of this Agreement;

(d) Client's gross negligence or willful misconduct.

12.3 IP Infringement Remedies. If the Services or Deliverables are held to infringe or Provider believes they may infringe a third party's Intellectual Property rights, Provider shall, at its option and expense:

(a) Procure the right for Client to continue using the Services or Deliverables;

(b) Modify the Services or Deliverables to make them non-infringing while maintaining substantially equivalent functionality; or

(c) If neither (a) nor (b) is commercially practical, terminate the affected Services or Deliverables and refund any Fees paid for the infringing portion.

12.4 Indemnification Procedures. The indemnified party shall:

(a) Provide prompt written notice of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent prejudiced);

(b) Give the indemnifying party sole control of the defense and settlement of the claim;

(c) Provide reasonable cooperation in the defense at the indemnifying party's expense;

(d) Not settle or compromise any claim without the indemnifying party's prior written consent.

12.5 Exclusions. Provider shall have no indemnification obligation for claims arising from:

(a) Modifications to the Deliverables made by Client or third parties;

(b) Client's combination of the Deliverables with non-Provider products or services;

(c) Client's use of the Deliverables in violation of this Agreement;

(d) Client's specifications or instructions that caused the infringement.

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ARTICLE 13: LIMITATION OF LIABILITY

13.1 Limitation on Damages. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED:

☐ The total Fees paid or payable by Client to Provider during the twelve (12) months preceding the claim;

☐ $[________________________________];

☐ Other: [________________________________].

13.3 Excluded Claims. The limitations in Sections 13.1 and 13.2 shall not apply to:

(a) A party's indemnification obligations under Article 12;

(b) A party's breach of its confidentiality obligations under Article 9;

(c) Provider's breach of its data protection obligations under Article 10;

(d) A party's gross negligence or willful misconduct;

(e) A party's infringement or misappropriation of the other party's Intellectual Property rights;

(f) Client's obligation to pay Fees;

(g) Liability that cannot be limited under applicable Alaska law.

13.4 Essential Purpose. The parties acknowledge that the limitations set forth in this Article are an essential element of the bargain and that the pricing and other terms of this Agreement reflect such limitations. The limitations shall apply regardless of whether any limited remedy fails of its essential purpose.

13.5 Time Limitation. No action arising out of or relating to this Agreement may be brought more than two (2) years after the cause of action accrues, except for claims for breach of confidentiality, which may be brought within the applicable statute of limitations under Alaska law.

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ARTICLE 14: INSURANCE REQUIREMENTS

14.1 Required Insurance. Provider shall maintain the following insurance coverage during the Term and for a period of two (2) years thereafter:

(a) Commercial General Liability: $[________________________________] per occurrence and $[________________________________] aggregate, covering bodily injury, property damage, personal injury, and advertising injury;

(b) Professional Liability / Errors and Omissions: $[________________________________] per claim and $[________________________________] aggregate, covering negligent acts, errors, and omissions in the performance of professional services;

(c) Workers' Compensation: As required by Alaska law (AS 23.30.010 et seq.), with employer's liability coverage of at least $[________________________________];

(d) Cyber Liability / Technology Errors and Omissions: $[________________________________] per occurrence, covering data breaches, network security failures, and technology-related claims;

(e) Commercial Auto Liability: $[________________________________] combined single limit, if Provider uses vehicles in connection with the Services;

(f) Umbrella / Excess Liability: $[________________________________], providing additional coverage above the primary policies.

14.2 Insurance Requirements. All required insurance policies shall:

(a) Be issued by insurance companies with an A.M. Best rating of A- or better;

(b) Be primary and non-contributory to any insurance maintained by Client;

(c) Include Client as an additional insured on General Liability and Umbrella policies;

(d) Provide for thirty (30) days' advance written notice to Client of cancellation or material change;

(e) Include a waiver of subrogation in favor of Client.

14.3 Certificates. Provider shall provide Client with certificates of insurance evidencing the required coverage upon request and upon each policy renewal.

14.4 No Limitation. The insurance requirements in this Article shall not limit Provider's liability under this Agreement.

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ARTICLE 15: TERMINATION

15.1 Termination for Convenience.

☐ Applicable: Either party may terminate this Agreement or any Statement of Work for convenience upon [____] days' prior written notice to the other party.

☐ Not Applicable: This Agreement may only be terminated as otherwise provided in this Article.

15.2 Termination for Cause. Either party may terminate this Agreement or any Statement of Work immediately upon written notice if the other party:

(a) Materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach;

(b) Becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or for reorganization;

(c) Ceases to conduct business in the normal course.

15.3 Termination for Non-Payment. Provider may terminate this Agreement or any Statement of Work upon fifteen (15) days' written notice if Client fails to pay any undisputed amount when due and does not cure such failure within such notice period.

15.4 Termination for Force Majeure. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Statement of Work upon written notice without liability.

15.5 Termination for Chronic Service Level Failures. Client may terminate any Statement of Work as provided in Section 6.4.

15.6 Termination for Change of Control. Either party may terminate this Agreement upon ninety (90) days' written notice if the other party undergoes a change of control, meaning a change in more than fifty percent (50%) of the voting securities or membership interests, or a merger, consolidation, or sale of substantially all assets.

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ARTICLE 16: EFFECTS OF TERMINATION

16.1 Payment Obligations. Upon termination or expiration of this Agreement:

(a) Client shall pay all Fees for Services performed through the effective date of termination;

(b) If terminated for Client's convenience or Client's breach, Client shall also pay Provider for:

(i) Non-cancellable commitments made by Provider in reliance on this Agreement;

(ii) Reasonable wind-down costs;

(c) If terminated for Provider's breach, Provider shall refund any prepaid Fees for Services not yet performed.

16.2 Delivery of Work Product. Upon termination or expiration, Provider shall deliver to Client:

(a) All completed Deliverables;

(b) All work in progress, in its then-current state;

(c) All Client Materials and Client Data;

(d) Documentation necessary for Client to use the Deliverables.

16.3 Transition Assistance. Upon Client's request, Provider shall provide reasonable transition assistance for a period of up to ninety (90) days following termination to facilitate Client's transition to a successor provider. Transition assistance shall be provided at Provider's then-current rates unless otherwise agreed.

16.4 Return of Property. Each party shall promptly return or destroy all property, materials, and Confidential Information belonging to the other party.

16.5 Survival. Termination or expiration of this Agreement shall not affect any rights, obligations, or liabilities that accrued prior to termination, including the right to recover damages for breach occurring before termination.

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ARTICLE 17: DISPUTE RESOLUTION

17.1 Informal Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations. Either party may initiate informal negotiations by providing written notice describing the dispute. The parties shall meet within ten (10) Alaska Business Days to attempt to resolve the dispute.

17.2 Escalation. If the dispute is not resolved within thirty (30) days of the initial meeting, either party may escalate the dispute to senior executives of each party. The executives shall meet within fifteen (15) Alaska Business Days to attempt to resolve the dispute.

17.3 Mediation. If the dispute is not resolved through executive escalation within thirty (30) days, either party may initiate mediation by providing written notice to the other party. Mediation shall be conducted:

(a) In Anchorage, Alaska (or another location agreed by the parties);

(b) Before a single mediator mutually selected by the parties;

(c) In accordance with the mediation rules of the American Arbitration Association;

(d) With each party bearing its own costs and sharing equally the mediator's fees.

17.4 Arbitration.

☐ Applicable: If mediation fails to resolve the dispute within sixty (60) days, either party may initiate binding arbitration. Arbitration shall be conducted:

(a) In Anchorage, Alaska (or another Alaska location agreed by the parties);

(b) Before a single arbitrator selected in accordance with the rules of the American Arbitration Association;

(c) In accordance with the Commercial Arbitration Rules of the American Arbitration Association;

(d) The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction;

(e) The arbitrator shall have authority to award any remedy available under Alaska law, including injunctive relief, but shall not have authority to award punitive damages except as expressly permitted by Alaska law.

☐ Not Applicable: Disputes not resolved through mediation may be submitted to a court of competent jurisdiction as provided in Article 18.

17.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm, including enforcement of confidentiality or intellectual property provisions.

17.6 Continued Performance. During the pendency of any dispute, the parties shall continue to perform their respective obligations under this Agreement unless and until this Agreement is terminated.

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ARTICLE 18: ALASKA CHOICE OF LAW AND VENUE

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

18.2 Alaska UCC. To the extent applicable, commercial transactions under this Agreement shall be governed by the Alaska Uniform Commercial Code (AS 45.01 through AS 45.29).

18.3 Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in:

☐ The Superior Court of the State of Alaska, Third Judicial District (Anchorage); or

☐ The United States District Court for the District of Alaska.

18.4 Consent to Jurisdiction. Each party hereby irrevocably consents to the personal jurisdiction and venue of the courts specified in Section 18.3 and waives any objection based on inconvenient forum.

18.5 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY ALASKA LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.6 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

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ARTICLE 19: GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement, including all Statements of Work and exhibits, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.

19.2 Amendments. This Agreement may not be amended or modified except by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

19.3 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section shall be void.

19.4 Notices. All notices under this Agreement shall be in writing and shall be deemed given:

(a) Upon personal delivery;

(b) One (1) Alaska Business Day after deposit with a nationally recognized overnight courier;

(c) Three (3) Alaska Business Days after deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested;

(d) Upon confirmed transmission by email (with a copy sent by another method).

Notices shall be sent to the addresses set forth on the first page of this Agreement or to such other address as a party may designate in writing.

19.5 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to a Force Majeure Event. The affected party shall:

(a) Provide prompt notice to the other party;

(b) Use reasonable efforts to mitigate the effects of the Force Majeure Event;

(c) Resume performance as soon as reasonably practicable.

19.6 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent to the maximum extent possible.

19.7 Waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof. No waiver of any breach shall constitute a waiver of any subsequent breach.

19.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures and scanned copies shall be deemed originals for all purposes.

19.9 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

19.10 Construction. This Agreement shall be construed without regard to any presumption against the party that drafted it. The terms "include" and "including" mean "including without limitation."

19.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted assigns. Nothing in this Agreement shall create any third-party beneficiary rights.

19.12 Publicity. Neither party shall use the other party's name, logo, or trademarks in any publicity, advertising, or marketing materials without the other party's prior written consent.

19.13 Export Compliance. Each party shall comply with all applicable export control laws and regulations in the performance of this Agreement.

19.14 Anti-Corruption. Each party shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Neither party shall make any payment or give anything of value to any government official or employee to influence official action or obtain an improper advantage.

19.15 Records. Provider shall maintain accurate books and records relating to the Services for a period of three (3) years following termination. Client may audit such records upon reasonable notice to verify compliance with this Agreement.

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ARTICLE 20: SIGNATURE AND EXECUTION

IN WITNESS WHEREOF, the parties have executed this Master Services Agreement as of the Effective Date.

SERVICE PROVIDER:

Entity Name: [________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Entity Name: [________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Under Master Services Agreement dated [__/__/____]

Between [________________________________] ("Provider")

And [________________________________] ("Client")

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1. SOW Effective Date: [__/__/____]

2. Project Name: [________________________________]

3. Project Description:

[________________________________]

[________________________________]

[________________________________]

4. Scope of Services:

4.1 Provider shall perform the following Services:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

4.2 The following items are expressly excluded from the scope of this SOW:

☐ [________________________________]

☐ [________________________________]

5. Deliverables:

Deliverable	Description	Acceptance Criteria	Due Date
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]

6. Project Timeline and Milestones:

Milestone	Description	Target Date
Project Kickoff	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]
Final Delivery	[________________________________]	[__/__/____]

7. Key Personnel:

Role	Name	Responsibilities
Provider Project Manager	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
Client Project Manager	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

8. Client Responsibilities:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

9. Fees and Payment:

9.1 Fee Structure:

☐ Fixed Price: $[________________________________]

☐ Time and Materials: See rate card below

☐ Monthly Retainer: $[________________________________]

☐ Milestone-Based: See milestone payment schedule below

9.2 Rate Card (if applicable):

Role	Hourly Rate
[________________________________]	$[________________________________]
[________________________________]	$[________________________________]
[________________________________]	$[________________________________]

9.3 Milestone Payment Schedule (if applicable):

Milestone	Payment Amount	Due Upon
[________________________________]	$[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[________________________________]
[________________________________]	$[________________________________]	[________________________________]

9.4 Estimated Total: $[________________________________]

9.5 Not-to-Exceed Amount: $[________________________________]

10. Service Levels (if applicable):

☐ See attached Service Level Agreement

☐ Service Levels specified below:

[________________________________]

11. Assumptions and Dependencies:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

12. Change Control:

All changes to this SOW must be documented in a written Change Order signed by both parties.

13. SOW-Specific Terms:

[________________________________]

14. SOW Term:

This SOW shall commence on [__/__/____] and shall continue until [__/__/____] or until all Services are completed, whichever occurs first.

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AGREED AND ACCEPTED:

Provider: [________________________________]

Signature: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Client: [________________________________]

Signature: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT B: SERVICE LEVEL AGREEMENT TEMPLATE

SERVICE LEVEL AGREEMENT

Under Statement of Work No. [____] dated [__/__/____]

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1. Service Level Definitions:

1.1 "Availability" means the percentage of time the Services are operational and accessible during a calendar month.

1.2 "Downtime" means any period during which the Services are not available, excluding Scheduled Maintenance and Excused Downtime.

1.3 "Scheduled Maintenance" means planned maintenance performed during the Maintenance Window.

1.4 "Maintenance Window" means [________________________________] (e.g., Sundays 2:00 AM - 6:00 AM Alaska Time).

1.5 "Excused Downtime" means downtime caused by Force Majeure Events, Client's acts or omissions, third-party services not under Provider's control, or communication infrastructure limitations in remote Alaska locations.

1.6 "Response Time" means the elapsed time between Client's submission of a support request and Provider's initial acknowledgment.

1.7 "Resolution Time" means the elapsed time between Client's submission of a support request and Provider's resolution of the issue.

2. Service Availability:

Service Level	Target	Measurement Period
Availability	[____]%	Monthly
Planned Downtime	Maximum [____] hours/month	Monthly

Availability Calculation: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100

3. Support Response and Resolution Times:

Priority Level	Description	Response Time	Resolution Time
Priority 1 - Critical	Service is down or major functionality is unavailable	[____] hours	[____] hours
Priority 2 - High	Significant functionality is impaired	[____] hours	[____] hours
Priority 3 - Medium	Minor functionality is impaired with workaround available	[____] hours	[____] Alaska Business Days
Priority 4 - Low	General questions or minor issues	[____] Alaska Business Days	[____] Alaska Business Days

4. Support Hours:

☐ 24x7x365

☐ Alaska Business Days: [________________________________] (e.g., 8:00 AM - 5:00 PM Alaska Time)

☐ Other: [________________________________]

5. Service Level Credits:

5.1 Availability Credits:

Availability	Credit
[____]% - [____]%	[____]% of Monthly Fees
[____]% - [____]%	[____]% of Monthly Fees
Below [____]%	[____]% of Monthly Fees

5.2 Response/Resolution Time Credits:

Failure	Credit
Priority 1 Response Time Miss	$[________________________________] per occurrence
Priority 1 Resolution Time Miss	$[________________________________] per occurrence
Priority 2 Response Time Miss	$[________________________________] per occurrence
Priority 2 Resolution Time Miss	$[________________________________] per occurrence

5.3 Maximum Monthly Credits: [____]% of Monthly Fees

5.4 Credits are Client's sole and exclusive remedy for Service Level failures.

6. Reporting:

Provider shall provide monthly Service Level reports including:

☐ Availability statistics

☐ Downtime incidents and root cause analysis

☐ Support ticket summary

☐ Response and resolution time metrics

☐ Credits earned (if any)

7. Escalation Procedures:

Level	Contact	Timeframe
Level 1	[________________________________]	[________________________________]
Level 2	[________________________________]	[________________________________]
Level 3	[________________________________]	[________________________________]

8. Exclusions:

Service Level commitments do not apply during:

☐ Scheduled Maintenance

☐ Emergency maintenance (with reasonable notice)

☐ Force Majeure Events

☐ Client-caused issues

☐ Third-party service failures

☐ Communication infrastructure limitations in remote areas

9. Review and Adjustment:

The parties shall review Service Levels quarterly and may adjust them by mutual written agreement.

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AGREED AND ACCEPTED:

Provider: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

Client: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

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This Master Services Agreement template is provided for informational purposes only and does not constitute legal advice. This document should be reviewed and customized by a qualified attorney licensed in Alaska before use. Laws and regulations may change, and the applicability of this template to specific situations may vary.