MASTER SERVICES AGREEMENT

COMMONWEALTH OF KENTUCKY

This Master Services Agreement ("Agreement" or "MSA") is entered into as of [__/__/____] ("Effective Date") by and between:

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
("Provider")

AND

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship ☐ Individual
State of Formation: [________________________________]
("Client")

Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services in the field of [________________________________];

WHEREAS, Client desires to engage Provider to perform certain services as described in one or more Statements of Work to be executed pursuant to this Agreement;

WHEREAS, the Parties desire to establish the general terms and conditions that will govern their relationship and any Statements of Work executed hereunder;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written confirmation that Deliverables conform to the applicable Acceptance Criteria, or deemed acceptance as provided in Section 4.5.

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 "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.

1.5 "Business Day" means any day other than a Saturday, Sunday, or legal holiday recognized by the Commonwealth of Kentucky.

1.6 "Change Order" means a written document executed by both Parties that modifies the scope, schedule, or fees of a Statement of Work.

1.7 "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.

1.8 "Client Materials" means all documents, data, know-how, methodologies, software, and other materials provided by Client to Provider for use in performing the Services.

1.9 "Confidential Information" has the meaning set forth in Article 8.

1.10 "Consumer" has the meaning set forth in the Kentucky Consumer Data Protection Act (KRS 367.400 et seq.).

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

1.12 "Documentation" means all user manuals, technical manuals, training materials, specifications, and other documentation relating to the Deliverables.

1.13 "Effective Date" means the date first written above.

1.14 "Fees" means all amounts payable by Client to Provider under this Agreement and any Statement of Work.

1.15 "Force Majeure Event" has the meaning set forth in Section 15.10.

1.16 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for registration thereof.

1.17 "Key Personnel" means the Provider personnel identified in a Statement of Work as essential to the performance of the Services.

1.18 "Law" means any federal, state, or local statute, regulation, ordinance, rule, order, decree, or other legal requirement applicable to this Agreement or the Services.

1.19 "Losses" means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees.

1.20 "Open Source Software" means any software that is subject to a license that, as a condition of use, modification, or distribution, requires that the software or derivative works be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.

1.21 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection Laws, including the Kentucky Consumer Data Protection Act.

1.22 "Project Manager" means the individual designated by each Party to serve as the primary point of contact for matters relating to this Agreement.

1.23 "Provider Materials" means all documents, data, know-how, methodologies, software, tools, and other materials developed or owned by Provider prior to or independent of this Agreement.

1.24 "Services" means the professional services to be performed by Provider as described in a Statement of Work.

1.25 "Service Level" means the performance standards and metrics for the Services, as set forth in a Statement of Work or Service Level Agreement.

1.26 "Statement of Work" or "SOW" means a document executed by both Parties that describes the specific Services to be performed, Deliverables to be provided, timeline, and Fees.

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

1.28 "Term" has the meaning set forth in Section 14.1.

1.29 "Warranty Period" means the period specified in the applicable Statement of Work during which Provider warrants the Deliverables, or if not specified, ninety (90) days following Acceptance.

ARTICLE 2: SCOPE OF AGREEMENT

2.1 Master Agreement. This Agreement establishes the general terms and conditions governing the relationship between the Parties. Specific Services shall be described in one or more Statements of Work executed pursuant to this Agreement.

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

(a) A description of the Services to be performed;
(b) The Deliverables to be provided;
(c) The project timeline and milestones;
(d) The Fees and payment schedule;
(e) Acceptance Criteria for Deliverables;
(f) Identification of Key Personnel, if applicable;
(g) Any project-specific terms and conditions;
(h) Signatures of authorized representatives of both Parties.

2.3 Order of Precedence. In the event of any conflict or inconsistency between this Agreement and any Statement of Work, the following order of precedence shall apply:

(a) Amendments to this Agreement, in reverse chronological order;
(b) This Agreement;
(c) The applicable Statement of Work;
(d) Any schedules or exhibits to the Statement of Work.

2.4 Entire Agreement. This Agreement, together with all Statements of Work and any schedules, exhibits, or amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions.

2.5 Purchase Orders. Any terms or conditions contained in any purchase order, acknowledgment, or similar document issued by Client that are different from or in addition to this Agreement shall be null and void and of no force or effect, unless expressly accepted in writing by Provider.

ARTICLE 3: STATEMENT OF WORK PROCESS

3.1 SOW Initiation. Either Party may propose a Statement of Work by submitting a draft to the other Party's Project Manager.

3.2 SOW Negotiation. The Parties shall negotiate in good faith to finalize the terms of each proposed Statement of Work. Neither Party shall be obligated to execute any Statement of Work.

3.3 SOW Execution. A Statement of Work shall become effective only upon execution by authorized representatives of both Parties. Upon execution, the Statement of Work shall be incorporated into and governed by this Agreement.

3.4 SOW Amendments. Any changes to an executed Statement of Work must be made through a written Change Order signed by authorized representatives of both Parties.

3.5 Multiple SOWs. The Parties may execute multiple Statements of Work under this Agreement, which shall be performed concurrently or sequentially as specified therein.

ARTICLE 4: SERVICES AND DELIVERABLES

4.1 Performance of Services. Provider shall perform the Services in accordance with:

(a) The terms and conditions of this Agreement and the applicable Statement of Work;
(b) All applicable Laws and industry standards;
(c) The degree of care, skill, and diligence customarily exercised by professionals performing similar services in Kentucky;
(d) The Service Levels, if any, specified in the applicable Statement of Work.

4.2 Service Location. Unless otherwise specified in a Statement of Work, Provider may perform the Services at its own facilities or such other locations as Provider deems appropriate.

4.3 Provider Personnel. Provider shall:

(a) Assign qualified personnel with appropriate skills and experience to perform the Services;
(b) Ensure all personnel comply with this Agreement and applicable Client policies communicated in writing;
(c) Maintain adequate staffing levels to meet the project timeline;
(d) Replace any personnel who fail to perform satisfactorily upon Client's reasonable request.

4.4 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, except in cases of resignation, termination for cause, or extended illness;
(b) Provider shall promptly notify Client of any departure of Key Personnel;
(c) Provider shall propose replacement personnel with substantially similar qualifications within ten (10) Business Days.

4.5 Acceptance Testing.

(a) Provider shall deliver Deliverables to Client in accordance with the timeline specified in the applicable Statement of Work;
(b) Client shall have [____] Business Days ("Review Period") following delivery to review and test Deliverables against the Acceptance Criteria;
(c) If Deliverables do not conform to the Acceptance Criteria, Client shall provide Provider with a written notice specifying the non-conformities;
(d) Provider shall correct non-conformities and redeliver within [____] Business Days;
(e) If Client fails to provide notice of non-conformity within the Review Period, the Deliverables shall be deemed accepted;
(f) If after [____] correction cycles the Deliverables still fail to conform, Client may, at its option: (i) accept the Deliverables with an equitable reduction in Fees; (ii) extend the correction period; or (iii) terminate the Statement of Work for cause.

4.6 Progress Reports. Provider shall provide Client with regular progress reports as specified in the applicable Statement of Work, or if not specified, on a monthly basis.

ARTICLE 5: CLIENT OBLIGATIONS

5.1 General Cooperation. Client shall:

(a) Provide timely access to Client personnel, facilities, systems, and information reasonably necessary for Provider to perform the Services;
(b) Make decisions and provide approvals in a timely manner;
(c) Designate a Project Manager with authority to make binding decisions on Client's behalf;
(d) Ensure that Client Materials provided to Provider are accurate and complete.

5.2 Client Materials. Client shall provide all Client Materials identified in the applicable Statement of Work by the dates specified therein.

5.3 Client Dependencies. If Client fails to fulfill its obligations under this Agreement or a Statement of Work, and such failure delays or impedes Provider's performance:

(a) Provider shall be excused from performance to the extent caused by Client's failure;
(b) Project timelines shall be equitably adjusted;
(c) Client shall pay any additional costs incurred by Provider as a direct result of Client's failure.

5.4 Compliance. Client shall comply with all applicable Laws in connection with its use of the Services and Deliverables.

5.5 Third-Party Consents. Client shall obtain all necessary consents, licenses, and approvals from third parties required for Provider to access or use Client Materials and systems.

ARTICLE 6: COMPENSATION AND PAYMENT

6.1 Fees. Client shall pay Provider the Fees set forth in each Statement of Work. Fee structures may include:

☐ Time and Materials: Provider shall be compensated at the following hourly rates:

☐ Fixed Price: Client shall pay a fixed fee of $[________________________________] for the Services described in the Statement of Work.

☐ Milestone-Based: Client shall pay upon completion of milestones as follows:

☐ Retainer: Client shall pay a monthly retainer of $[________________________________] for up to [____] hours of Services per month.

6.2 Expenses. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including:

(a) Travel expenses (airfare, lodging, meals, ground transportation);
(b) Third-party software, licenses, or services required for the project;
(c) Shipping and delivery charges;
(d) Other expenses approved in writing by Client.

Provider shall submit expense documentation with invoices.

6.3 Invoicing. Provider shall submit invoices to Client:

☐ Monthly, in arrears, for time and materials engagements
☐ Upon completion of milestones for milestone-based engagements
☐ In advance for fixed-price engagements, as specified in the Statement of Work
☐ Other: [________________________________]

Each invoice shall include:
(a) Invoice number and date;
(b) Statement of Work reference;
(c) Description of Services performed or Deliverables provided;
(d) Time records for time and materials engagements;
(e) Expense documentation for reimbursable expenses;
(f) Total amount due.

6.4 Payment Terms. Client shall pay all undisputed invoices within [____] days of receipt ("Payment Period"). Payment shall be made by:

☐ Check payable to [________________________________]
☐ ACH transfer to account specified in writing by Provider
☐ Wire transfer to account specified in writing by Provider
☐ Credit card (subject to [____]% processing fee)

6.5 Invoice Disputes. If Client disputes any portion of an invoice:

(a) Client shall pay the undisputed portion within the Payment Period;
(b) Client shall provide written notice of the disputed amount and the basis for the dispute within the Payment Period;
(c) The Parties shall negotiate in good faith to resolve the dispute within [____] Business Days;
(d) If the dispute is resolved in Provider's favor, Client shall pay the disputed amount plus interest.

6.6 Late Payments. If Client fails to pay any undisputed amount when due:

(a) Provider may charge interest at the rate of [____]% per month (or the maximum rate permitted by Kentucky Law, whichever is less) on the overdue amount;
(b) Provider may suspend performance of Services upon [____] days' written notice if payment remains outstanding;
(c) Client shall reimburse Provider for all costs of collection, including reasonable attorneys' fees as permitted under Kentucky law.

6.7 Taxes. All Fees are exclusive of taxes. Client shall pay all applicable sales, use, excise, value-added, and other taxes and duties arising from this Agreement, excluding taxes based on Provider's income. If Client is exempt from taxes, Client shall provide Provider with a valid Kentucky exemption certificate.

6.8 Fee Adjustments. For Statements of Work extending beyond one year, Provider may adjust hourly rates or other Fees upon [____] days' written notice, effective at the start of the next contract year. Rate increases shall not exceed [____]% per year.

ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

7.1 Background IP. Each Party shall retain 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 herein.

7.2 Client Materials. Client retains all right, title, and interest in and to the Client Materials. Client grants Provider a limited, non-exclusive, royalty-free license to use, reproduce, modify, and create derivative works of the Client Materials solely for the purpose of performing the Services.

7.3 Ownership of Deliverables. The Parties agree that ownership of Deliverables shall be determined as follows:

☐ Option A - Client Ownership (Work Made for Hire):

(a) All Deliverables created by Provider specifically for Client under this Agreement shall be considered "works made for hire" as defined under the U.S. Copyright Act;
(b) To the extent any Deliverables do not qualify as works made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Deliverables, including all Intellectual Property Rights;
(c) Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's ownership rights;
(d) Provider retains no rights in the Deliverables except as expressly granted herein.

☐ Option B - Provider Ownership with License to Client:

(a) Provider shall retain all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights;
(b) Upon Client's payment in full, Provider grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of the Deliverables for Client's internal business purposes;
(c) Client may not sublicense, sell, or transfer the Deliverables without Provider's prior written consent.

☐ Option C - Joint Ownership:

(a) The Parties shall jointly own all Deliverables created under this Agreement;
(b) Each Party may use, license, and exploit the jointly owned Deliverables without accounting to the other Party;
(c) Neither Party may grant exclusive licenses or assign the jointly owned Deliverables without the other Party's consent.

7.4 Provider Materials. Provider retains all right, title, and interest in and to the Provider Materials. To the extent Provider Materials are incorporated into Deliverables, Provider grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such Provider Materials solely as part of the Deliverables.

7.5 Third-Party Materials. Provider shall obtain all necessary licenses for third-party materials incorporated into Deliverables and shall ensure that Client receives the rights necessary to use the Deliverables as contemplated by this Agreement.

7.6 Open Source Software. Provider shall not incorporate any Open Source Software into Deliverables without:

(a) Disclosing such Open Source Software in the applicable Statement of Work;
(b) Obtaining Client's prior written approval;
(c) Ensuring that the Open Source Software license terms are compatible with Client's intended use of the Deliverables.

7.7 Moral Rights. To the extent permitted by Law, Provider waives and shall cause its personnel to waive all moral rights in the Deliverables.

7.8 Residual Knowledge. Nothing in this Agreement shall restrict Provider's right to use general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired or developed during the performance of the Services, provided that Provider does not disclose Client's Confidential Information.

ARTICLE 8: CONFIDENTIALITY

8.1 Definition. "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes:

(a) Business plans, strategies, and financial information;
(b) Customer and supplier lists and information;
(c) Product and service plans, designs, and specifications;
(d) Technical data, inventions, and know-how;
(e) Source code, algorithms, and software;
(f) Marketing and sales information;
(g) The terms and conditions of this Agreement.

8.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement;
(b) Was known to the Receiving Party prior to disclosure without restriction on disclosure;
(c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
(d) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure;
(e) Is disclosed with the Disclosing Party's prior written consent.

8.3 Obligations. The Receiving Party shall:

(a) Use the Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement;
(b) Not disclose the Confidential Information to any third party except as expressly permitted herein;
(c) Protect the 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;
(d) Limit access to the Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Article 8;
(e) Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

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

(a) To its Affiliates and their employees, contractors, and agents who have a need to know and are bound by confidentiality obligations;
(b) To its professional advisors (attorneys, accountants, consultants) who have a need to know and are bound by professional confidentiality obligations;
(c) As required by Law, provided that the Receiving Party: (i) provides prompt notice to the Disclosing Party (to the extent permitted by Law); (ii) cooperates with the Disclosing Party's efforts to obtain a protective order; and (iii) discloses only the minimum information required.

8.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall:

(a) Return or destroy all Confidential Information and all copies, summaries, and extracts thereof;
(b) Certify in writing that it has complied with this Section 8.5;
(c) Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information: (i) as required by Law; (ii) in routine backup archives; or (iii) in legal files maintained by counsel, provided that all retained copies remain subject to the confidentiality obligations herein.

8.6 Duration. The confidentiality obligations under this Article 8 shall survive for a period of [____] years following the termination or expiration of this Agreement, except that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under Kentucky's Uniform Trade Secrets Act (KRS Chapter 365).

8.7 Injunctive Relief. Each Party acknowledges that a breach of this Article 8 may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief without the need to post bond or prove actual damages.

ARTICLE 9: DATA PROTECTION

9.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection Laws in connection with its performance under this Agreement, including the Kentucky Consumer Data Protection Act (KRS 367.400 et seq.) where applicable.

9.2 Kentucky Consumer Data Protection Act Compliance. If Provider processes Personal Data subject to the Kentucky Consumer Data Protection Act:

(a) Provider shall process Personal Data only on Client's documented instructions;
(b) Provider shall assist Client in meeting its obligations under the Kentucky Consumer Data Protection Act, including responding to consumer rights requests;
(c) Provider shall implement appropriate technical and organizational security measures;
(d) Provider shall provide reasonable assistance with data protection assessments;
(e) Provider shall delete or return Personal Data upon termination, at Client's election.

9.3 Personal Data Processing. If Provider processes Personal Data on behalf of Client:

(a) Provider shall process Personal Data only on Client's documented instructions;
(b) Provider shall ensure that personnel processing Personal Data are bound by confidentiality obligations;
(c) Provider shall implement appropriate technical and organizational security measures;
(d) Provider shall assist Client in responding to data subject requests;
(e) Provider shall assist Client with data protection impact assessments and prior consultations with supervisory authorities;
(f) Provider shall delete or return Personal Data upon termination, at Client's election;
(g) Provider shall make available information necessary to demonstrate compliance;
(h) Provider shall allow and contribute to audits conducted by Client or Client's authorized auditor.

9.4 Subprocessors. Provider shall not engage Subcontractors to process Personal Data without Client's prior written consent. Provider shall ensure that Subcontractors are bound by data protection obligations equivalent to those in this Agreement.

9.5 Data Security. Provider shall maintain administrative, technical, and physical safeguards designed to:

(a) Ensure the confidentiality, integrity, and availability of Personal Data;
(b) Protect against unauthorized access, use, or disclosure;
(c) Protect against anticipated threats or hazards;
(d) Ensure compliance with applicable data protection Laws.

9.6 Security Incident Notification. Provider shall notify Client of any actual or suspected security incident involving Personal Data within [____] hours of becoming aware of such incident. The notification shall include:

(a) Description of the nature of the incident;
(b) Categories and approximate number of affected data subjects;
(c) Categories and approximate number of affected records;
(d) Contact information for further information;
(e) Likely consequences of the incident;
(f) Measures taken or proposed to address the incident.

9.7 Data Processing Addendum. If the Services involve processing Personal Data, the Parties shall execute a Data Processing Addendum setting forth additional terms and conditions.

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

10.1 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) This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms;
(d) Its execution and performance of this Agreement does not violate any Law or breach any other agreement to which it is a party;
(e) It has obtained all necessary consents and approvals to enter into and perform this Agreement.

10.2 Provider Warranties. Provider represents and warrants that:

(a) The Services shall be performed in a professional and workmanlike manner by qualified personnel;
(b) The Deliverables shall conform to the specifications and Acceptance Criteria set forth in the applicable Statement of Work during the Warranty Period;
(c) The Services and Deliverables shall comply with all applicable Laws;
(d) Provider has all rights necessary to grant the licenses and assignments set forth herein;
(e) The Deliverables shall not infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(f) The Deliverables shall be free from material defects in design and workmanship;
(g) The Deliverables shall not contain any virus, malware, or other harmful code;
(h) Provider shall maintain all licenses, permits, and certifications required to perform the Services.

10.3 Warranty Remedies. If Deliverables fail to conform to the warranties in Section 10.2 during the Warranty Period:

(a) Client shall provide Provider with written notice of the non-conformity;
(b) Provider shall, at its sole expense, promptly correct the non-conformity;
(c) If Provider fails to correct the non-conformity within [____] days, Client may, at its option: (i) require Provider to re-perform the Services; (ii) obtain a refund of Fees paid for the non-conforming Deliverables; or (iii) engage a third party to correct the non-conformity at Provider's expense.

10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.

ARTICLE 11: INDEMNIFICATION

11.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns ("Client Indemnitees") from and against any Losses arising out of or resulting from:

(a) Any claim that the Services or Deliverables infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(b) Any claim arising from Provider's breach of this Agreement;
(c) Any claim arising from Provider's negligence, willful misconduct, or violation of Law;
(d) Any claim for bodily injury, death, or property damage caused by Provider or its personnel;
(e) Any claim arising from Provider's failure to comply with data protection Laws, including the Kentucky Consumer Data Protection Act.

11.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns ("Provider Indemnitees") from and against any Losses arising out of or resulting from:

(a) Any claim that the Client Materials infringe, misappropriate, or violate any third party's Intellectual Property Rights;
(b) Any claim arising from Client's breach of this Agreement;
(c) Any claim arising from Client's negligence, willful misconduct, or violation of Law;
(d) Any claim arising from Client's use of the Deliverables in a manner not authorized by this Agreement.

11.3 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 sole expense and option:

(a) Procure for Client the right to continue using the Deliverable;
(b) Modify or replace the Deliverable to make it non-infringing while maintaining substantially equivalent functionality;
(c) If neither (a) nor (b) is commercially practicable, terminate the applicable Statement of Work and refund Fees paid for the infringing Deliverable.

11.4 Indemnification Procedures. The indemnified Party shall:

(a) Promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying Party except to the extent prejudiced);
(b) Grant the indemnifying Party sole control of the defense and settlement of the claim;
(c) Provide reasonable cooperation and assistance at the indemnifying Party's expense;
(d) Not settle or compromise any claim without the indemnifying Party's prior written consent.

11.5 Indemnification Limitations. The indemnification obligations in this Article 11 shall not apply to:

(a) Claims arising from modifications made by the indemnified Party;
(b) Claims arising from the indemnified Party's failure to use updates or corrections provided by the indemnifying Party;
(c) Claims arising from the combination of Deliverables with materials not provided by the indemnifying Party;
(d) Claims to the extent caused by the indemnified Party's negligence or willful misconduct.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Limitation on Consequential Damages. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 8 (CONFIDENTIALITY), ARTICLE 11 (INDEMNIFICATION), AND SECTION 12.4 (EXCLUSIONS), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Direct Damages. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 8 (CONFIDENTIALITY), ARTICLE 11 (INDEMNIFICATION), AND SECTION 12.4 (EXCLUSIONS), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED:

☐ The total Fees paid or payable by Client under this Agreement during the twelve (12) months preceding the claim;
☐ $[________________________________];
☐ The Fees paid or payable under the applicable Statement of Work.

12.3 Application. The limitations in this Article 12 shall apply to all claims and causes of action, whether arising from contract, tort (including negligence), strict liability, or any other theory.

12.4 Exclusions. The limitations in Sections 12.1 and 12.2 shall not apply to:

(a) A Party's breach of Article 8 (Confidentiality);
(b) Provider's indemnification obligations under Section 11.1(a) (IP Infringement);
(c) A Party's willful misconduct or gross negligence;
(d) A Party's violation of applicable Law;
(e) Amounts owed by Client for Services performed;
(f) Any matter that cannot be limited by Kentucky Law.

12.5 Essential Purpose. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS IN THIS ARTICLE 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ARTICLE 13: INSURANCE

13.1 Required Coverage. During the Term and for [____] years thereafter, Provider shall maintain the following insurance coverage:

(a) Commercial General Liability: $[________________________________] per occurrence and $[________________________________] aggregate;
(b) Professional Liability / Errors and Omissions: $[________________________________] per claim and $[________________________________] aggregate;
(c) Workers' Compensation: As required by Kentucky Law (KRS Chapter 342);
(d) Employer's Liability: $[________________________________] per occurrence;
(e) Cyber Liability / Technology Errors and Omissions: $[________________________________] per claim and $[________________________________] aggregate;
(f) Automobile Liability: $[________________________________] combined single limit (if applicable).

13.2 Insurance Requirements. All 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;
(c) Include a waiver of subrogation in favor of Client;
(d) Require at least [____] days' advance written notice of cancellation or material change.

13.3 Additional Insured. Client shall be named as an additional insured on Provider's Commercial General Liability and Umbrella/Excess Liability policies.

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

(a) Prior to commencement of Services;
(b) Upon renewal of any policy;
(c) Within [____] Business Days of Client's request.

13.5 No Limitation. The insurance requirements in this Article 13 shall not limit Provider's liability under this Agreement.

ARTICLE 14: TERM AND TERMINATION

14.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [____] years ("Initial Term"), unless earlier terminated as provided herein.

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

☐ Automatically renew for successive [____]-year periods 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.

14.3 Termination for Convenience.

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

☐ Client may terminate: Client may terminate this Agreement or any Statement of Work for convenience upon [____] days' prior written notice.

☐ No termination for convenience: Neither Party may terminate this Agreement or any Statement of Work for convenience.

14.4 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure such breach within [____] days of receiving written notice thereof (or, if cure cannot be completed within [____] days, fails to commence cure within such period and diligently pursue cure to completion);
(b) The other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver or trustee appointed for a substantial portion of its assets;
(c) The other Party ceases to conduct business in the normal course.

14.5 Termination for Non-Payment. Provider may terminate this Agreement or any Statement of Work upon [____] days' written notice if Client fails to pay any undisputed amount when due.

14.6 Effect of Termination. Upon termination or expiration of this Agreement or any Statement of Work:

(a) Client shall pay Provider for all Services performed and accepted through the termination date, plus any non-cancellable costs incurred by Provider;
(b) Each Party shall return or destroy the other Party's Confidential Information in accordance with Article 8;
(c) Provider shall deliver to Client all completed Deliverables and work in progress, subject to Client's payment in full;
(d) All licenses granted by Provider to Client shall survive, subject to Client's payment in full;
(e) The Parties shall cooperate in the orderly transition of Services.

14.7 Survival. The following provisions shall survive any termination or expiration of this Agreement: Article 1 (Definitions), Article 7 (Intellectual Property Rights), Article 8 (Confidentiality), Article 9 (Data Protection), Article 10 (Representations and Warranties), Article 11 (Indemnification), Article 12 (Limitation of Liability), Section 14.6 (Effect of Termination), Article 15 (General Provisions), Article 16 (Dispute Resolution), and any provisions that by their nature should survive.

ARTICLE 15: GENERAL PROVISIONS

15.1 Relationship of Parties. Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other or incur obligations on behalf of the other.

15.2 Subcontracting. Provider may subcontract portions of the Services with Client's prior written consent, which shall not be unreasonably withheld. Provider shall remain responsible for the acts and omissions of its Subcontractors and shall ensure that Subcontractors are bound by obligations consistent with this Agreement.

15.3 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the other Party's prior written consent, except that 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: (a) the assignee agrees in writing to be bound by this Agreement; and (b) the assigning Party provides prompt notice to the other Party. Any purported assignment in violation of this Section shall be void.

15.4 Notices. All notices under this Agreement shall be in writing and shall be deemed effective upon:

(a) Personal delivery;
(b) The next Business Day if sent by overnight courier;
(c) Three (3) Business Days after mailing by certified mail, return receipt requested;
(d) The date of transmission if sent by email with confirmation of receipt.

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 specify by notice hereunder.

15.5 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless in writing and signed by the waiving Party.

15.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

15.7 Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

15.8 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 shall have the same legal effect as original signatures under Kentucky's Uniform Electronic Transactions Act (KRS Chapter 369).

15.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall confer any rights on any third party.

15.10 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, pandemics, labor strikes, power failures, or telecommunications failures ("Force Majeure Event"). The affected Party shall:

(a) Provide prompt notice to the other Party;
(b) Use reasonable efforts to mitigate the impact;
(c) Resume performance as soon as reasonably practicable.

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

15.11 Publicity. Neither Party shall use the other Party's name, logo, or trademarks in any press release, advertising, or promotional materials without the other Party's prior written consent.

15.12 Export Compliance. Each Party shall comply with all applicable export control Laws and regulations. Client shall not export or re-export any Deliverables or technical data received from Provider to any country, entity, or person prohibited by Law.

15.13 Anti-Corruption. Each Party represents that it has not and shall not, in connection with this Agreement, directly or indirectly offer, pay, promise to pay, or authorize the payment of any money or anything of value to any government official or any other person to secure any improper advantage or to obtain or retain business.

15.14 Non-Solicitation. During the Term and for [____] year(s) thereafter, neither Party shall, without the other Party's prior written consent, directly or indirectly solicit for employment any employee of the other Party who was involved in performing or receiving Services under this Agreement. This restriction does not apply to general solicitations not directed at specific individuals.

15.15 Compliance with Laws. Each Party shall comply with all applicable Laws in the performance of its obligations under this Agreement.

ARTICLE 16: DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.

16.2 Informal Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between designated representatives with authority to settle the dispute. If the dispute is not resolved within [____] Business Days, either Party may escalate the dispute to the executives designated below.

16.3 Executive Escalation. Disputes not resolved through initial negotiations shall be referred to:

For Provider: [________________________________], [Title]
For Client: [________________________________], [Title]

The executives shall meet (in person or by videoconference) within [____] Business Days and attempt to resolve the dispute in good faith.

16.4 Mediation. If the dispute is not resolved through executive escalation within [____] days, either Party may initiate mediation by providing written notice to the other Party. The mediation shall be conducted in [________________________________], Kentucky, by a mutually agreed mediator. The Parties shall share equally the mediator's fees and costs. Each Party shall bear its own attorneys' fees.

16.5 Arbitration or Litigation. If mediation does not resolve the dispute within [____] days of commencement:

☐ Arbitration: The dispute shall be resolved by binding arbitration administered by:

☐ The American Arbitration Association under its Commercial Arbitration Rules
☐ JAMS under its Comprehensive Arbitration Rules
☐ Other: [________________________________]

The arbitration shall be conducted in [________________________________], Kentucky, by a single arbitrator selected in accordance with the applicable rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction pursuant to Kentucky's Uniform Arbitration Act (KRS Chapter 417).

☐ Litigation: Either Party may commence litigation in the state or federal courts located in [________________________________] County, Kentucky. Each Party irrevocably submits to the exclusive jurisdiction of such courts.

16.6 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information without first engaging in informal dispute resolution procedures.

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

16.8 Attorneys' Fees. 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.

16.9 Statute of Limitations. Under KRS 413.090, any action arising out of or relating to this Agreement must be commenced within fifteen (15) years for written contracts or five (5) years for oral contracts, unless otherwise agreed by the Parties.

ARTICLE 17: SIGNATURES

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

PROVIDER:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

This Statement of Work ("SOW") is entered into pursuant to the Master Services Agreement dated [__/__/____] between [________________________________] ("Provider") and [________________________________] ("Client").

1. PROJECT DESCRIPTION

[________________________________]

2. SERVICES

Provider shall perform the following Services:

[________________________________]

3. DELIVERABLES

Provider shall deliver the following Deliverables:

4. ACCEPTANCE CRITERIA

[________________________________]

5. TIMELINE AND MILESTONES

6. FEES AND PAYMENT

☐ Time and Materials: [________________________________]
☐ Fixed Price: $[________________________________]
☐ Milestone-Based: [________________________________]

7. KEY PERSONNEL

8. CLIENT RESPONSIBILITIES

[________________________________]

9. ASSUMPTIONS AND DEPENDENCIES

[________________________________]

10. PROJECT-SPECIFIC TERMS

[________________________________]

11. SERVICE LEVELS (IF APPLICABLE)

[________________________________]

12. SIGNATURES

PROVIDER:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT B: CHANGE ORDER FORM

CHANGE ORDER NO. [____]

Statement of Work Reference: SOW No. [____], dated [__/__/____]

Requested By: ☐ Provider ☐ Client

Date Requested: [__/__/____]

1. DESCRIPTION OF CHANGE

[________________________________]

2. REASON FOR CHANGE

[________________________________]

3. IMPACT ON SCOPE

[________________________________]

4. IMPACT ON SCHEDULE

Original Completion Date: [__/__/____]
Revised Completion Date: [__/__/____]

5. IMPACT ON FEES

Original Fees: $[________________________________]
Additional Fees: $[________________________________]
Revised Total Fees: $[________________________________]

6. APPROVAL

PROVIDER:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

KENTUCKY JURISDICTIONAL NOTES

Contract Law: Kentucky follows traditional common law contract principles. Under KRS Chapter 355 (Uniform Commercial Code), contracts for the sale of goods are governed by UCC Article 2, while service contracts are governed by common law.

Statute of Limitations: Under KRS 413.090, the statute of limitations for breach of written contract is fifteen (15) years, and for oral contracts, five (5) years.

Electronic Signatures: Kentucky recognizes electronic signatures under the Uniform Electronic Transactions Act (KRS Chapter 369), which gives electronic signatures the same legal effect as handwritten signatures.

Arbitration: Kentucky's Uniform Arbitration Act (KRS Chapter 417) governs arbitration agreements and awards.

Kentucky Consumer Data Protection Act: The Kentucky Consumer Data Protection Act (KRS 367.400 et seq.) became effective January 1, 2026, and imposes requirements on controllers and processors of consumer personal data. Businesses should ensure compliance with consumer rights provisions and data protection assessments.

Choice of Law: Kentucky courts generally enforce choice of law provisions unless doing so would violate a fundamental public policy of the Commonwealth.

Trade Secrets: Kentucky has adopted the Uniform Trade Secrets Act (KRS Chapter 365), which provides protection for trade secrets and remedies for misappropriation.

Workers' Compensation: Kentucky requires most employers to maintain workers' compensation insurance under KRS Chapter 342.

This template is provided for informational purposes only and does not constitute legal advice. Consult a licensed Kentucky attorney before use.