Master Services Agreement (Colorado)

MASTER SERVICES AGREEMENT

STATE OF COLORADO

MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein. This Agreement establishes the terms and conditions under which Provider will perform professional services for Client, subject to the laws of the State of Colorado.

PARTY INFORMATION

SERVICE PROVIDER:

CLIENT:

EFFECTIVE DATE: [__/__/____]

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. Colorado 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

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 set forth in the applicable Statement of Work against which Deliverables will be evaluated.

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 ownership interest.

1.4 "Agreement" means this Master Services Agreement, including all Exhibits, Schedules, and Statements of Work incorporated herein.

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

1.6 "Business Day" means any day other than a Saturday, Sunday, or day on which banks located in Denver, Colorado are authorized or required by law to close.

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

1.8 "Client Data" means all data, information, content, and materials provided by or on behalf of Client to Provider in connection with the Services, including Personal Data.

1.9 "Client Materials" means all materials, documentation, specifications, data, and other information provided by Client to Provider for use in performing the Services.

1.10 "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.11 "Deliverable" means any work product, report, documentation, software, or other tangible item to be provided by Provider to Client as specified in a Statement of Work.

1.12 "Effective Date" means the date set forth in the Party Information section above.

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

1.14 "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply.

1.15 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications therefor.

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

1.17 "Open Source Software" means any software that is subject to a license identified as an open source license by the Open Source Initiative (opensource.org) or any substantially similar license.

1.18 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) and other applicable data protection laws.

1.19 "Provider Materials" means all tools, methodologies, frameworks, software, documentation, and other materials owned or licensed by Provider that are used in performing the Services but are not created specifically for Client.

1.20 "Services" means the professional services to be performed by Provider for Client as described in one or more Statements of Work.

1.21 "Service Level" means the performance standards and metrics set forth in a Statement of Work or Service Level Agreement.

1.22 "Statement of Work" or "SOW" means a document executed by both parties that describes specific Services to be performed, Deliverables to be provided, timelines, Fees, and other project-specific terms.

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

1.24 "Work Product" means all Deliverables, inventions, discoveries, improvements, and other work created by Provider specifically for Client in the performance of the Services.

ARTICLE 2: SCOPE OF SERVICES

2.1 Services Generally. Provider agrees to perform the Services described in one or more Statements of Work executed by both parties. Each Statement of Work shall be subject to the terms and conditions of this Agreement.

2.2 Order of Precedence. In the event of any conflict between the terms of this Agreement and any Statement of Work, the terms of this Agreement shall control unless the Statement of Work expressly states that it is amending a specific provision of this Agreement.

2.3 Professional Standards. Provider shall perform all Services in a professional and workmanlike manner, consistent with industry standards and practices applicable to the type of services being performed.

2.4 Compliance with Laws. Provider shall perform the Services in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation the laws of the State of Colorado.

2.5 No Implied Obligations. Provider shall have no obligation to perform any services except as expressly set forth in an executed Statement of Work. No purchase order or similar document issued by Client shall create any binding obligation on Provider unless expressly accepted in writing by Provider.

2.6 Coordination and Communication. Provider shall maintain regular communication with Client regarding the status of Services, promptly notify Client of any issues that may affect timelines or deliverables, and coordinate with Client personnel as reasonably required.

ARTICLE 3: STATEMENTS OF WORK

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

(a) A description of the Services to be performed;
(b) The Deliverables to be provided, if any;
(c) Acceptance Criteria for each Deliverable;
(d) Project timeline, milestones, and deadlines;
(e) Fees and payment schedule;
(f) Key Personnel assignments, if applicable;
(g) Client obligations and dependencies;
(h) Service Levels, if applicable; and
(i) Any project-specific terms that supplement this Agreement.

3.2 SOW Execution. No Statement of Work shall be binding unless executed by authorized representatives of both parties. The form attached as Exhibit A may be used for Statements of Work but is not required.

3.3 SOW Amendments. Any changes to an executed Statement of Work must be documented in a Change Order signed by both parties. Requested changes may affect project timelines and Fees, which shall be addressed in the Change Order.

3.4 Multiple SOWs. The parties may execute multiple Statements of Work under this Agreement. Each Statement of Work shall be a separate contractual obligation, and termination or expiration of one Statement of Work shall not affect any other Statement of Work unless otherwise specified.

ARTICLE 4: TERM AND RENEWAL

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

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

4.2 Renewal Terms. Following the Initial Term, this Agreement shall:

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

☐ Expire unless the parties execute a written renewal agreement.

4.3 SOW Survival. If any Statement of Work extends beyond the expiration or termination of this Agreement, this Agreement shall continue in effect solely with respect to such Statement of Work until completion or termination of that Statement of Work.

4.4 Early Termination. Either party may terminate this Agreement prior to the end of the term as provided in Article 15 (Termination).

ARTICLE 5: COMPENSATION AND PAYMENT

5.1 Fee Structure. Fees for Services shall be set forth in each Statement of Work and may be structured as:

☐ Time and Materials: Provider shall be compensated at the hourly or daily rates specified in the Statement of Work for actual time spent performing Services.

☐ Fixed Price: Provider shall be compensated a fixed amount for completion of the Services or Deliverables specified in the Statement of Work.

☐ Milestone-Based: Provider shall be compensated upon achievement of milestones specified in the Statement of Work.

☐ Retainer: Client shall pay a recurring retainer fee as specified in the Statement of Work for ongoing Services.

☐ Hybrid: A combination of the above as specified in the Statement of Work.

5.2 Rate Schedule. Unless otherwise specified in a Statement of Work, the following rates shall apply:

5.3 Expenses. Reimbursable expenses shall be:

☐ Not reimbursable; all expenses are included in Fees.
☐ Reimbursable at cost with prior written approval for expenses exceeding $[________].
☐ Reimbursable at cost plus [____]% administrative fee with prior written approval.

5.4 Invoicing. Provider shall submit invoices to Client:

☐ Monthly, in arrears, for Services performed during the preceding month.
☐ Upon achievement of milestones specified in the Statement of Work.
☐ Upon completion and acceptance of Deliverables.
☐ Other: [________________________________]

5.5 Invoice Requirements. Each invoice shall include:

(a) Invoice number and date;
(b) Reference to this Agreement and applicable Statement of Work;
(c) Description of Services performed or Deliverables completed;
(d) Time period covered;
(e) Itemization of hours by personnel (for time and materials);
(f) Itemization of reimbursable expenses with supporting documentation;
(g) Total amount due; and
(h) Payment instructions.

5.6 Payment Terms. Client shall pay all undisputed amounts within [____] days of receipt of a proper invoice. Payment shall be made by:

☐ Check
☐ ACH/Wire Transfer
☐ Credit Card
☐ Other: [________________________________]

5.7 Late Payments. Amounts not paid when due shall bear interest at the rate of [____]% per month (but not to exceed the maximum rate permitted under C.R.S. § 5-12-101 et seq.) from the due date until paid. Provider may suspend performance of Services if any undisputed amount remains unpaid for more than [____] days after the due date, upon [____] days' prior written notice to Client.

5.8 Disputed Invoices. If Client disputes any portion of an invoice, Client shall provide written notice of the dispute within [____] days of receipt of the invoice, specifying the disputed amount and the reason for the dispute. Client shall pay all undisputed amounts by the due date. The parties shall work in good faith to resolve any disputes.

5.9 Taxes. All Fees are exclusive of taxes. Client shall be responsible for all sales, use, excise, value-added, and other taxes imposed on the Services, excluding taxes based on Provider's income. If Provider is required to collect any such taxes, they will be added to invoices and paid by Client.

ARTICLE 6: SERVICE LEVELS AND PERFORMANCE STANDARDS

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

6.2 Performance Metrics. Service Levels may include metrics for:

(a) Availability and uptime (for hosted services);
(b) Response times for support requests;
(c) Resolution times for incidents;
(d) Deliverable quality and defect rates;
(e) Project milestone completion; and
(f) Other performance criteria as specified.

6.3 Measurement and Reporting. Provider shall measure and report on Service Level performance:

☐ Weekly
☐ Monthly
☐ Quarterly
☐ As specified in the Statement of Work

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

☐ Client shall be entitled to service credits as specified in the applicable Service Level Agreement.
☐ Service credits shall be Client's sole and exclusive remedy for Service Level failures except in cases of Chronic Failure.
☐ Service credits shall not exceed [____]% of the monthly Fees for the affected Services.

6.5 Chronic Failure. If Provider fails to meet the same Service Level for [____] consecutive measurement periods, or fails to meet Service Levels in [____] out of any [____] consecutive measurement periods, Client may:

(a) Require Provider to implement a corrective action plan at Provider's expense;
(b) Terminate the affected Statement of Work without penalty; or
(c) Terminate this Agreement upon [____] days' written notice.

6.6 Exclusions. Service Levels shall not apply to performance issues caused by:

(a) Client's acts or omissions;
(b) Client's failure to meet its obligations under this Agreement;
(c) Force Majeure Events;
(d) Scheduled maintenance windows communicated in advance; or
(e) Third-party services or systems outside Provider's control.

ARTICLE 7: PERSONNEL AND STAFFING

7.1 Qualified Personnel. Provider shall assign personnel who are qualified by training and experience to perform the Services. Provider represents that all personnel assigned to perform Services shall have the skills, qualifications, and experience appropriate for their assigned roles.

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

(a) Provider shall not reassign or remove Key Personnel without Client's prior written consent, except in cases of termination of employment, illness, or other circumstances beyond Provider's reasonable control;
(b) Provider shall promptly notify Client of any change in Key Personnel availability;
(c) Provider shall propose replacement personnel of comparable qualifications for Client's approval; and
(d) Client's approval of replacement personnel shall not be unreasonably withheld.

7.3 Personnel Removal. Client may request removal of any Provider personnel from the engagement for reasonable cause, provided that Client gives Provider written notice specifying the reasons for the request. Provider shall promptly remove such personnel and assign a qualified replacement.

7.4 Background Checks. Upon Client's request and subject to applicable law, Provider shall conduct or cause to be conducted background checks on personnel assigned to perform Services:

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

7.5 Non-Solicitation. During the term of this Agreement and for [____] months thereafter, neither party shall directly solicit for employment any employee of the other party who was involved in performing or receiving Services under this Agreement, without the prior written consent of the other party. This provision shall not restrict either party from (a) hiring any person who responds to a general public advertisement or (b) hiring any person who approaches the hiring party on their own initiative.

7.6 Subcontractors. Provider may use Subcontractors to perform portions of the Services, provided that:

(a) Provider shall remain fully responsible for all Services performed by Subcontractors;
(b) Provider shall ensure that all Subcontractors are bound by confidentiality and data protection obligations at least as protective as those in this Agreement;
(c) Prior written consent from Client is:
☐ Required for all Subcontractors
☐ Required only for Subcontractors who will access Client Data or Confidential Information
☐ Not required, but Provider shall notify Client of Subcontractors upon request

ARTICLE 8: INTELLECTUAL PROPERTY RIGHTS

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

8.2 Work Product Ownership. All Work Product created by Provider specifically for Client under this Agreement shall be:

☐ Option A - Client Ownership: Owned by Client. Provider hereby assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein. To the extent any Work Product does not qualify as "work made for hire" under applicable law, Provider irrevocably assigns all rights therein to Client. Provider shall execute any documents reasonably requested by Client to evidence or perfect such assignment.

☐ Option B - Provider Ownership with License: Owned by Provider. Provider grants Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, copy, modify, and create derivative works of the Work Product for Client's internal business purposes.

☐ Option C - Joint Ownership: Jointly owned by the parties. Each party shall have an undivided interest in the Work Product and may use, license, and exploit the Work Product without the consent of or accounting to the other party.

8.3 Provider Materials. Provider retains all right, title, and interest in Provider Materials. To the extent any Provider Materials are incorporated into or necessary for use of Deliverables, Provider grants Client a non-exclusive, perpetual, royalty-free license to use such Provider Materials solely in connection with Client's use of the Deliverables.

8.4 Client Materials. Client retains all right, title, and interest in Client Materials. Client grants Provider a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services during the term of this Agreement.

8.5 Open Source Software. Provider shall not incorporate any Open Source Software into any Deliverable without:

☐ Prior written disclosure to Client of the Open Source Software and applicable license.
☐ Prior written approval from Client.

If approved Open Source Software is included in Deliverables, Provider shall provide Client with a list of all Open Source Software components and their applicable licenses.

8.6 Feedback. Any suggestions, ideas, enhancement requests, or other feedback provided by Client regarding the Services or Provider Materials ("Feedback") shall be:

☐ Owned by Provider, who may freely use and incorporate Feedback into Provider's products and services without obligation to Client.
☐ Licensed to Provider on a non-exclusive, perpetual, royalty-free basis.

8.7 Third-Party Materials. Provider shall not incorporate any third-party materials into Deliverables unless (a) Provider has obtained all necessary rights and licenses to do so and to grant Client the rights set forth herein, or (b) Provider has disclosed such materials to Client and Client has obtained the necessary licenses directly.

ARTICLE 9: CONFIDENTIALITY

9.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation:

(a) Business plans, strategies, and forecasts;
(b) Financial information and pricing;
(c) Customer and vendor lists and information;
(d) Technical data, know-how, and inventions;
(e) Software, source code, and documentation;
(f) Personnel information;
(g) The terms and conditions of this Agreement; and
(h) Client Data.

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 rightfully known to the Receiving Party prior to disclosure without restriction;
(c) Is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(e) Is disclosed with the prior written approval of the Disclosing Party.

9.3 Obligations. The Receiving Party shall:

(a) Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care;
(b) Use the Confidential Information solely for the purposes of this Agreement;
(c) Not disclose the Confidential Information to any third party except as permitted herein;
(d) Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and
(e) Promptly notify the Disclosing Party of any unauthorized access, use, or disclosure.

9.4 Permitted Disclosures. The Receiving Party may disclose Confidential Information:

(a) To its Affiliates, attorneys, accountants, and advisors who have a need to know and are bound by confidentiality obligations;
(b) As required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) to allow the Disclosing Party to seek a protective order; or
(c) With the Disclosing Party's prior written consent.

9.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information and certify such destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain (a) copies of Confidential Information in accordance with its standard backup and archival procedures, and (b) copies required to be retained by law or professional standards, subject to the ongoing confidentiality obligations herein.

9.6 Duration. The confidentiality obligations under this Article shall survive termination or expiration of this Agreement for a period of [____] years, except that confidentiality obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law, including the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.).

9.7 Equitable Relief. Each party acknowledges that a breach of this Article may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

ARTICLE 10: DATA PROTECTION AND SECURITY

10.1 Data Protection Compliance. To the extent Provider processes Personal Data on behalf of Client, Provider shall:

(a) Process Personal Data only in accordance with Client's documented instructions;
(b) Comply with all applicable data protection laws, including without limitation the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.);
(c) Implement and maintain appropriate technical and organizational measures to protect Personal Data;
(d) Assist Client in responding to data subject rights requests;
(e) Notify Client promptly of any data protection inquiries or complaints from regulators; and
(f) Enter into a Data Processing Addendum if required by applicable law.

10.2 Security Measures. Provider shall implement and maintain security measures that include, at minimum:

(a) Administrative safeguards (security policies, employee training, access controls);
(b) Technical safeguards (encryption, firewalls, intrusion detection, secure development practices);
(c) Physical safeguards (facility security, secure disposal of media); and
(d) Compliance with:
☐ SOC 2 Type II
☐ ISO 27001
☐ NIST Cybersecurity Framework
☐ Other: [________________________________]

10.3 Security Assessments. Upon Client's reasonable request and subject to confidentiality obligations, Provider shall:

(a) Complete security questionnaires or assessments;
(b) Provide copies of relevant security certifications or audit reports;
(c) Permit Client or Client's designated third party to conduct security audits, with reasonable advance notice and during normal business hours; and
(d) Promptly remediate any material security deficiencies identified.

10.4 Data Breach Notification. In the event of a Security Incident involving Client Data, Provider shall:

(a) Notify Client within [____] hours of confirming the Security Incident;
(b) Investigate the Security Incident and provide Client with information about the nature and scope of the incident;
(c) Take reasonable steps to mitigate the effects of the Security Incident;
(d) Cooperate with Client in Client's compliance with data breach notification obligations under C.R.S. § 6-1-716 and other applicable laws;
(e) Preserve evidence related to the Security Incident; and
(f) Provide regular updates until the Security Incident is resolved.

"Security Incident" means any unauthorized access, acquisition, use, or disclosure of Client Data or Confidential Information, or any security breach affecting systems used to process such data.

10.5 Data Location. Client Data shall be stored and processed:

☐ Only within the United States.
☐ Only within the following jurisdictions: [________________________________]
☐ Provider may determine the location, subject to applicable data protection laws.

10.6 Return and Deletion of Data. Upon termination or expiration of this Agreement, or upon Client's written request, Provider shall, at Client's option:

(a) Return all Client Data in a mutually agreed format; and/or
(b) Securely delete all Client Data and certify such deletion in writing.

Provider shall complete such return or deletion within [____] days of the request. Provider may retain copies of Client Data as required by law or for legitimate business purposes (such as backup archives), subject to the ongoing confidentiality and security obligations of this Agreement.

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 will not violate any other agreement to which it is a party;
(d) This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and
(e) It shall comply with all applicable laws in performing its obligations under this Agreement.

11.2 Provider Representations. Provider represents and warrants that:

(a) Provider has the expertise, resources, and qualified personnel to perform the Services;
(b) The Services shall be performed in a professional and workmanlike manner, consistent with industry standards;
(c) Deliverables shall conform to the Acceptance Criteria for a period of [____] days following Acceptance (the "Warranty Period");
(d) Deliverables shall be free from material defects in design and workmanship;
(e) Provider has and shall maintain all licenses, permits, and authorizations necessary to perform the Services;
(f) The Services and Deliverables, as provided by Provider, shall not infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(g) No Deliverable shall contain any virus, malware, Trojan horse, worm, or other malicious code; and
(h) Provider shall not use any tools, software, or methodologies in performing the Services that would prevent Client from fully benefiting from the Deliverables.

11.3 Warranty Remedies. If any Deliverable fails to conform to the warranties during the Warranty Period, Provider shall, at its expense and as Client's sole remedy:

(a) Repair or re-perform the non-conforming Deliverable; or
(b) If Provider is unable to repair or re-perform after reasonable attempts, refund the Fees paid for the non-conforming Deliverable.

11.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

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, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any claim that the Services or Deliverables, as provided by Provider, infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(b) Provider's breach of any representation, warranty, or obligation under this Agreement;
(c) Provider's violation of applicable law;
(d) The negligence or willful misconduct of Provider or its personnel; or
(e) Any claim by Provider's employees or Subcontractors related to their employment or engagement.

12.2 IP Infringement Remedies. If any Deliverable is, or in Provider's reasonable opinion is likely to become, the subject of an infringement claim, Provider shall, at its expense:

(a) Obtain the right for Client to continue using the Deliverable;
(b) Modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or
(c) Replace the Deliverable with a non-infringing alternative of substantially equivalent functionality.

If none of the foregoing options is commercially reasonable, Provider may terminate the affected Statement of Work and refund to Client all Fees paid for the infringing Deliverable.

12.3 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, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Client Materials, including any claim that Client Materials infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(b) Client's breach of any representation, warranty, or obligation under this Agreement;
(c) Client's use of Deliverables in a manner not authorized by this Agreement or applicable documentation;
(d) Client's violation of applicable law; or
(e) The negligence or willful misconduct of Client.

12.4 Indemnification Procedure. The indemnified party shall:

(a) Provide prompt written notice of any claim for which indemnification is sought;
(b) Grant the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that admits liability or imposes obligations on the indemnified party without the indemnified party's prior written consent;
(c) Provide reasonable cooperation in the defense of the claim at the indemnifying party's expense; and
(d) Not settle or compromise any claim without the indemnifying party's prior written consent.

Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure.

ARTICLE 13: LIMITATION OF LIABILITY

13.1 Limitation on Consequential Damages. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 13.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Limitation on Total Liability. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 13.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED:

☐ The total Fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

☐ The total Fees paid or payable by Client to Provider under the applicable Statement of Work.

☐ $[________________________________]

13.3 Exclusions from Limitations. The limitations set forth 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 and security obligations under Article 10;
(d) A party's infringement, misappropriation, or violation of the other party's Intellectual Property Rights;
(e) Damages arising from a party's gross negligence, willful misconduct, or fraud;
(f) Client's obligation to pay Fees for Services performed; and
(g) Liability that cannot be limited under applicable law.

13.4 Essential Purpose. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 14: INSURANCE REQUIREMENTS

14.1 Required Coverage. Provider shall maintain, at its own expense, the following insurance coverage during the term of this Agreement and for [____] years thereafter:

14.2 Policy Requirements. All insurance policies shall:

(a) Be issued by insurers with an A.M. Best rating of A- VII or better;
(b) Be primary and non-contributory with respect to any insurance maintained by Client;
(c) Include a waiver of subrogation in favor of Client (except for professional liability);
(d) Provide that coverage shall not be cancelled or materially changed without at least thirty (30) days' prior written notice to Client; and
(e) Name Client as an additional insured on the Commercial General Liability and Umbrella policies.

14.3 Certificates of Insurance. Provider shall provide Client with certificates of insurance evidencing the required coverage:

(a) Upon execution of this Agreement;
(b) Upon renewal of any policy; and
(c) Upon Client's reasonable request.

14.4 No Limitation on Liability. Provider's maintenance of insurance shall not limit or modify Provider's obligations or liability under this Agreement.

ARTICLE 15: TERMINATION

15.1 Termination for Convenience.

☐ Either party may terminate this Agreement or any Statement of Work at any time without cause upon [____] days' prior written notice to the other party.

☐ Client only may terminate this Agreement or any Statement of Work at any time without cause upon [____] days' prior written notice to Provider.

☐ Termination for convenience is not permitted under this Agreement.

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) Commits a material breach of this Agreement that remains uncured for [____] days after written notice specifying the breach;
(b) Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings;
(c) Ceases to conduct business in the normal course; or
(d) Commits a material breach of its confidentiality or data protection obligations (which breach may result in immediate termination without cure period at the non-breaching party's discretion).

15.3 Termination for Non-Payment. Provider may terminate this Agreement or suspend performance of Services if Client fails to pay any undisputed amount within [____] days after receiving written notice that such amount is past due.

15.4 Partial Termination. Either party may terminate an individual Statement of Work without terminating this Agreement, as provided herein or in the applicable Statement of Work.

15.5 Effect of Expiration of Agreement. Upon expiration of this Agreement without renewal:

(a) No new Statements of Work may be executed;
(b) Existing Statements of Work shall continue in accordance with their terms unless terminated; and
(c) This Agreement shall continue to govern existing Statements of Work until their completion or termination.

ARTICLE 16: EFFECTS OF TERMINATION

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

(a) Client shall pay Provider for all Services performed and accepted prior to the effective date of termination;
(b) Client shall pay Provider for all non-cancellable expenses and commitments incurred by Provider prior to notice of termination;
(c) If Client terminates for convenience, Client shall pay Provider for work in progress at a pro-rata amount based on the percentage of completion; and
(d) If Provider terminates for Client's breach, Client shall pay for all Services performed, whether or not accepted.

16.2 Return of Materials. Within [____] days after termination or expiration:

(a) Each party shall return or destroy all Confidential Information of the other party, as directed by the Disclosing Party;
(b) Provider shall deliver to Client all completed Deliverables and work in progress for which Client has paid;
(c) Provider shall return all Client Materials and Client Data; and
(d) Each party shall certify in writing its compliance with this Section upon request.

16.3 Transition Assistance. Upon Client's request, Provider shall provide reasonable transition assistance for a period of up to [____] days following termination or expiration, at Provider's then-current rates or as otherwise agreed.

16.4 Survival. The following provisions shall survive termination or expiration of this Agreement:

(a) Article 1 (Definitions);
(b) Article 8 (Intellectual Property Rights);
(c) Article 9 (Confidentiality);
(d) Article 10 (Data Protection and Security), to the extent Provider retains any Client Data;
(e) Article 11.4 (Disclaimer);
(f) Article 12 (Indemnification);
(g) Article 13 (Limitation of Liability);
(h) Article 16 (Effects of Termination);
(i) Article 17 (Dispute Resolution);
(j) Article 18 (Colorado Choice of Law and Venue); and
(k) Article 19 (General Provisions).

ARTICLE 17: DISPUTE RESOLUTION

17.1 Informal Resolution. Before initiating any formal dispute resolution procedure, the parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations between senior executives of each party. Either party may initiate this process by providing written notice to the other party describing the dispute. The executives shall meet (in person or by teleconference) within [____] Business Days of such notice and shall negotiate in good faith for a period of at least [____] Business Days.

17.2 Mediation. If the dispute is not resolved through executive negotiations, the parties shall submit the dispute to mediation administered by:

☐ JAMS
☐ American Arbitration Association (AAA)
☐ Other: [________________________________]

The mediation shall take place in [________________________________], Colorado. The parties shall share equally the costs of the mediator. Each party shall bear its own attorneys' fees and costs.

17.3 Binding Dispute Resolution. If the dispute is not resolved through mediation within [____] days, the dispute shall be resolved by:

☐ Binding Arbitration: The dispute shall be resolved by binding arbitration administered by [JAMS / AAA / Other: ________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by [one / three] arbitrator(s) in [________________________________], Colorado. The arbitrator(s) shall have expertise in commercial contracts and technology matters. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have no authority to award punitive damages or to modify or disregard any provision of this Agreement.

☐ Litigation: Either party may commence litigation in accordance with Article 18 (Colorado Choice of Law and Venue).

17.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute, including without limitation for breaches or threatened breaches of confidentiality, data protection, or intellectual property provisions.

17.5 Continued Performance. During any dispute, the parties shall continue to perform their respective obligations under this Agreement, except for obligations that are the subject of the dispute, unless and until this Agreement is terminated.

ARTICLE 18: COLORADO CHOICE OF LAW AND VENUE

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

18.2 Statutory Compliance. The parties acknowledge that this Agreement is subject to the requirements of Colorado law, including without limitation:

(a) The Colorado Uniform Commercial Code (C.R.S. § 4-1-101 et seq.) as applicable to transactions in goods and services;
(b) The Colorado Consumer Protection Act (C.R.S. § 6-1-101 et seq.) to the extent applicable;
(c) The Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) with respect to personal data processing;
(d) The Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.) with respect to trade secrets;
(e) The Colorado Data Breach Notification Law (C.R.S. § 6-1-716); and
(f) All other applicable Colorado statutes and regulations.

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

☐ The state courts of Colorado located in [Denver County / ________________________________ County]
☐ The United States District Court for the District of Colorado

The parties consent to the personal jurisdiction of such courts and waive any objection to venue therein.

18.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

ARTICLE 19: GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement, together with all Exhibits, Schedules, and Statements of Work, 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 signed by authorized representatives of both parties. No purchase order or similar document issued by either party shall modify this Agreement unless expressly accepted in writing by the other party.

19.3 Waiver. No failure or delay by either party in exercising any right, power, or remedy shall operate as a waiver thereof. No waiver shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

19.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

19.5 Assignment. Neither party may assign this Agreement or any 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, upon written notice to the other party.

☐ Client may assign this Agreement to an Affiliate upon written notice to Provider.

Any purported assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

19.6 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered upon:

(a) Personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after mailing by certified mail, return receipt requested; or
(d) Upon transmission by email (with confirmation of receipt) if followed by delivery via another method within two (2) Business Days.

Notices shall be sent to the addresses set forth in the Party Information section or to such other address as a party may designate by notice.

19.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to a Force Majeure Event, provided that the affected party:

(a) Gives prompt notice to the other party describing the Force Majeure Event;
(b) Uses reasonable efforts to mitigate the effects of the Force Majeure Event; and
(c) Resumes performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than [____] consecutive days, either party may terminate the affected Statement of Work upon written notice.

19.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have authority to bind the other or incur obligations on behalf of the other.

19.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies on any third party.

19.10 Publicity. Neither party shall use the other party's name, logo, or trademarks in any publicity, advertising, or public statement without the other party's prior written consent, except that:

☐ Provider may include Client's name in its client lists and marketing materials.
☐ Provider may issue a press release regarding the relationship upon Client's prior written approval.

19.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronically transmitted copies shall be deemed originals for all purposes.

19.12 Construction. This Agreement shall be construed without regard to which party drafted it. Headings are for convenience only and shall not affect interpretation. The terms "include," "includes," and "including" shall be deemed to be followed by "without limitation."

19.13 Compliance with Laws. Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement, including without limitation all applicable anti-corruption laws, export control laws, and sanctions regulations.

19.14 Export Compliance. Client shall not export, re-export, or transfer any Deliverables or technical data received from Provider in violation of applicable export control laws and regulations.

ARTICLE 20: SIGNATURE AND EXECUTION

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

SERVICE PROVIDER:

[________________________________]
(Legal Entity Name)

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

[________________________________]
(Legal Entity Name)

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

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

Between [PROVIDER NAME] and [CLIENT NAME]

1. OVERVIEW

SOW Effective Date: [__/__/____]

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]
[________________________________]

2. SCOPE OF SERVICES

2.1 Services to be Performed:

2.2 Deliverables:

2.3 Out of Scope:
[________________________________]
[________________________________]

3. PROJECT TIMELINE

4. KEY PERSONNEL

5. CLIENT OBLIGATIONS

Client shall provide the following:

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

6. FEES AND PAYMENT

Fee Structure:
☐ Time and Materials - Not to exceed $[________] without Change Order
☐ Fixed Price - $[________]
☐ Milestone-Based (see schedule below)

Milestone Payment Schedule (if applicable):

Invoicing: [________________________________]

Payment Terms: Net [____] days

7. ASSUMPTIONS AND DEPENDENCIES

7.1 Assumptions:

• [________________________________]
• [________________________________]
• [________________________________]

7.2 Dependencies:

• [________________________________]
• [________________________________]
• [________________________________]

8. CHANGE CONTROL

Any changes to this SOW must be documented in a Change Order signed by both parties. Requested changes may affect project timeline and Fees.

9. ACCEPTANCE

Review Period: [____] Business Days from delivery of each Deliverable.

Acceptance Process: Client shall review each Deliverable and provide written notice of Acceptance or rejection with specific deficiencies within the Review Period.

Deemed Acceptance: If Client does not respond within the Review Period, the Deliverable shall be deemed accepted.

Warranty Period: [____] days from Acceptance.

10. SOW-SPECIFIC TERMS

[________________________________]
[________________________________]

SIGNATURES

SERVICE PROVIDER:

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT B: SERVICE LEVEL AGREEMENT TEMPLATE

SERVICE LEVEL AGREEMENT

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

Related to Statement of Work No. [____]

1. OVERVIEW

This Service Level Agreement ("SLA") defines the performance standards and metrics for the Services described in the referenced Statement of Work.

Service Description: [________________________________]

SLA Effective Date: [__/__/____]

2. SERVICE AVAILABILITY

2.1 Availability Target: Provider shall maintain Service availability of [____]% during each calendar month, measured as:

Availability % = ((Total Minutes - Downtime Minutes) / Total Minutes) x 100

2.2 Scheduled Maintenance:

• Maintenance Window: [Day(s)] from [____] to [____] [MST/MDT]
• Advance Notice: [____] Business Days
• Scheduled maintenance is excluded from Downtime calculations.

2.3 Emergency Maintenance:

Emergency maintenance may be performed with less notice when necessary to address security vulnerabilities or system integrity issues. Provider shall use reasonable efforts to notify Client in advance when practicable.

3. SUPPORT RESPONSE TIMES

Support Hours:
☐ 24x7x365
☐ Business Hours: [____] to [____] [MST/MDT], Monday through Friday (excluding Colorado state holidays)
☐ Extended Hours: [________________________________]

Support Channels:
☐ Phone: [________________________________]
☐ Email: [________________________________]
☐ Portal: [________________________________]
☐ Other: [________________________________]

4. PERFORMANCE METRICS

5. SERVICE LEVEL CREDITS

5.1 Availability Credits:

5.2 Maximum Credits: Total service credits in any calendar month shall not exceed [____]% of the monthly Fees for the affected Services.

5.3 Credit Request Process:

(a) Client must request credits in writing within [____] days of the end of the applicable month;
(b) Client must provide documentation of the Service Level failure;
(c) Provider shall apply approved credits to Client's next invoice within [____] Business Days; and
(d) Credits are Client's sole and exclusive remedy for Service Level failures except in cases of Chronic Failure.

6. REPORTING

Provider shall provide the following reports:

7. ESCALATION PROCEDURES

8. EXCLUSIONS

Service Levels shall not apply to issues caused by:

☐ Client's acts or omissions
☐ Client-provided equipment, software, or connectivity
☐ Force Majeure Events
☐ Scheduled or emergency maintenance
☐ Third-party service failures outside Provider's control
☐ Client's failure to implement recommended updates or patches
☐ Usage exceeding documented capacity limits

9. CONTINUOUS IMPROVEMENT

The parties shall conduct service reviews:

☐ Monthly
☐ Quarterly
☐ Semi-annually

Reviews shall address Service Level performance, incidents, improvement opportunities, and any proposed changes to this SLA.

10. SIGNATURES

SERVICE PROVIDER:

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: _________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]