MASTER SERVICES AGREEMENT

STATE OF MAINE

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

SERVICE PROVIDER:

Name: [________________________________]

Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Telephone: [________________________________]

Email: [________________________________]

Maine Business Registration No.: [________________________________]

("Provider")

AND

CLIENT:

Name: [________________________________]

Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Telephone: [________________________________]

Email: [________________________________]

("Client")

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

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TABLE OF CONTENTS

1. Definitions
2. Scope of Services
3. Term and Renewal
4. Compensation and Payment Terms
5. Service Levels and Performance Standards
6. Personnel and Subcontractors
7. Intellectual Property Ownership
8. Confidentiality
9. Data Protection
10. Representations and Warranties
11. Indemnification
12. Limitation of Liability
13. Insurance Requirements
14. Termination
15. Consequences of Termination
16. Governing Law and Dispute Resolution
17. General Provisions
18. Signatures
19. Exhibits

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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 this Agreement.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards set forth in an applicable Statement of Work against which Deliverables will be evaluated for Acceptance.

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 "Business Day" means any day other than Saturday, Sunday, or a day on which banks in the State of Maine are authorized or required to be closed.

1.5 "Change Order" means a written document executed by both Parties that modifies the scope, schedule, fees, or other terms of an existing Statement of Work.

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

1.7 "Client Materials" means all materials, information, documentation, software, equipment, and other resources provided by Client to Provider for use in connection with the Services.

1.8 "Confidential Information" means all non-public information disclosed by one Party to the other Party, 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.

1.9 "Deliverables" means any tangible or intangible work product, including reports, documents, software, code, designs, specifications, and other materials, to be delivered by Provider to Client as specified in a Statement of Work.

1.10 "Effective Date" means the date first written above on which this Agreement becomes effective.

1.11 "Fees" means all amounts payable by Client to Provider for Services and Deliverables as set forth in the applicable Statement of Work.

1.12 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, epidemics, or power outages.

1.13 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, including all applications and registrations therefor.

1.14 "Personal Information" has the meaning set forth in Me. Rev. Stat. Ann. tit. 10, § 1347(6), including an individual's first name, or first initial, and last name in combination with any one or more of the following data elements: (a) Social Security number; (b) driver's license number or state identification card number; (c) account number, credit card number, or debit card number, if circumstances exist wherein such a number could be used without additional identifying information, access codes, or passwords; (d) account passwords or personal identification numbers or other access codes; or (e) any of the data elements contained in paragraphs (a) through (d) when not in connection with the individual's first name, or first initial, and last name, if the information if compromised would be sufficient to permit a person to fraudulently assume or attempt to assume the identity of the person whose information was compromised.

1.15 "Pre-Existing Materials" means any materials, including software, tools, methodologies, processes, and know-how, that existed prior to the Effective Date or that are developed by Provider outside the scope of this Agreement.

1.16 "Project Manager" means the individual designated by each Party to serve as the primary point of contact and coordinate activities under this Agreement.

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

1.18 "Service Level Agreement" or "SLA" means the service level metrics, targets, and remedies set forth in Exhibit B or an applicable Statement of Work.

1.19 "Statement of Work" or "SOW" means a written document executed by both Parties that describes specific Services, Deliverables, timelines, Fees, and other project-specific terms, substantially in the form attached as Exhibit A.

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

1.21 "Term" means the period during which this Agreement remains in effect as set forth in Article 3.

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

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ARTICLE 2: SCOPE OF SERVICES

2.1 Services. Provider agrees to perform the Services and provide the Deliverables described in each Statement of Work executed by the Parties during the Term of this Agreement. Each SOW shall reference this Agreement and, upon execution by both Parties, shall be incorporated into and governed by this Agreement.

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

☐ Description of Services to be performed

☐ Deliverables and Acceptance Criteria

☐ Project timeline and milestones

☐ Fees and payment schedule

☐ Client dependencies and responsibilities

☐ Provider personnel assigned to the project

☐ Applicable Service Level requirements

☐ Location(s) where Services will be performed

2.3 Order of Precedence. In the event of any conflict or inconsistency 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 modifying a specific provision of this Agreement.

2.4 Change Orders. Either Party may request changes to the scope of Services under an existing SOW by submitting a written change request. No change shall be effective until both Parties have executed a Change Order specifying:

(a) The nature of the requested change;

(b) The impact on schedule, Fees, and resources;

(c) Any modifications to Acceptance Criteria; and

(d) The signatures of authorized representatives of both Parties.

2.5 No Implied Services. Provider shall have no obligation to perform services or provide deliverables not expressly set forth in an executed Statement of Work. Purchase orders or other ordering documents issued by Client shall not modify or supplement this Agreement unless expressly accepted in writing by Provider.

2.6 Client Responsibilities. Client shall:

(a) Provide timely access to Client personnel, facilities, systems, and information necessary for Provider to perform the Services;

(b) Designate a Project Manager with authority to make decisions on behalf of Client;

(c) Review and provide feedback on Deliverables within the timeframes specified in the applicable SOW;

(d) Obtain all necessary third-party consents and licenses required for Provider to perform the Services; and

(e) Perform all Client responsibilities and dependencies identified in each SOW.

2.7 Client Delays. If Client fails to perform its obligations under this Agreement or an SOW, and such failure delays Provider's performance, Provider shall be entitled to:

(a) An equitable extension of the applicable timeline;

(b) An equitable adjustment in Fees to compensate for additional costs incurred; and

(c) Relief from any Service Level commitments affected by the delay.

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ARTICLE 3: TERM AND RENEWAL

3.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [________________________________] ([____]) years ("Initial Term"), unless earlier terminated in accordance with Article 14.

3.2 Renewal Terms. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of [________________________________] ([____]) year(s) each ("Renewal Term(s)"), unless either Party provides written notice of non-renewal at least [________________________________] ([____]) days prior to the expiration of the then-current Term.

☐ Check here if automatic renewal does NOT apply. If checked, the Agreement shall expire at the end of the Initial Term unless the Parties execute a written extension.

3.3 SOW Term. Each Statement of Work shall specify its own term. Unless otherwise provided in the SOW, if this Agreement expires or is terminated, all outstanding SOWs shall automatically terminate as of the effective date of such expiration or termination.

3.4 Survival. The following provisions shall survive expiration or termination of this Agreement: Article 1 (Definitions), Article 7 (Intellectual Property Ownership), Article 8 (Confidentiality), Section 9.4 (Data Return and Destruction), Article 10 (Representations and Warranties, to the extent of any continuing warranty obligations), Article 11 (Indemnification), Article 12 (Limitation of Liability), Article 15 (Consequences of Termination), Article 16 (Governing Law and Dispute Resolution), and Article 17 (General Provisions).

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fees. Client shall pay Provider the Fees set forth in each Statement of Work. Unless otherwise specified in an SOW, Fees shall be calculated as follows:

☐ Time and Materials: Provider shall be compensated at the hourly rates set forth in the SOW for actual time spent performing Services.

☐ Fixed Fee: Client shall pay the fixed Fee specified in the SOW for the complete performance of the Services.

☐ Milestone-Based: Client shall pay the Fees specified for each milestone upon completion and Acceptance of the applicable milestone Deliverables.

☐ Retainer: Client shall pay a monthly retainer Fee in the amount of $[________________________________] for ongoing Services.

4.2 Rate Schedule. The following hourly rates shall apply to time and materials engagements unless otherwise specified in an SOW:

Role	Hourly Rate
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour

4.3 Expenses. Client shall reimburse Provider for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the Services, including travel, lodging, and meals. Provider shall submit expense documentation with each invoice. Expenses exceeding $[________________________________] individually or $[________________________________] in the aggregate per month require Client's prior written approval.

4.4 Invoicing. Provider shall submit invoices to Client:

☐ Monthly, on or about the [____] day of each month for Services performed in the preceding month

☐ Upon completion of each milestone as specified in the SOW

☐ Upon completion of the Services

☐ Other: [________________________________]

4.5 Invoice Requirements. Each invoice shall include:

(a) Invoice number and date;

(b) Reference to this Agreement and applicable SOW;

(c) Description of Services performed and Deliverables provided;

(d) Time period covered (for time and materials);

(e) Itemized Fees and expenses;

(f) Total amount due; and

(g) Payment instructions.

4.6 Payment Terms. Client shall pay all undisputed invoices within [________________________________] ([____]) days of receipt. All payments shall be made in United States dollars by:

☐ Check payable to [________________________________]

☐ ACH transfer to: [________________________________]

☐ Wire transfer to: [________________________________]

☐ Credit card (subject to [____]% processing fee)

4.7 Invoice Disputes. Client shall notify Provider in writing of any disputed invoice amounts within [________________________________] ([____]) days of receipt of the invoice, specifying in reasonable detail the basis for the dispute. Client shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve any disputes within thirty (30) days. Failure to dispute an invoice within the specified period shall constitute acceptance of the invoice.

4.8 Late Payments. Amounts not paid when due shall bear interest at the rate of [________________________________] percent ([____]%) per month, or the maximum rate permitted by Maine law, whichever is less, calculated from the due date until paid in full. In addition to interest, Provider may recover reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

4.9 Suspension for Non-Payment. If any undisputed amount remains unpaid for more than [________________________________] ([____]) days after the due date, Provider may, upon [________________________________] ([____]) days' prior written notice to Client:

(a) Suspend performance of Services until all overdue amounts are paid in full; and

(b) Retain any Deliverables or work product until all overdue amounts are paid.

4.10 Taxes. All Fees are exclusive of taxes. Client shall be responsible for all sales, use, excise, value-added, and other taxes, duties, and charges imposed by any governmental authority on the Services, excluding taxes based on Provider's net income. If Provider is required to collect or pay any such taxes, Client shall reimburse Provider upon receipt of an invoice therefor.

4.11 Rate Adjustments. Provider may adjust its standard hourly rates annually, effective upon written notice to Client, provided that such adjustments shall not exceed [________________________________] percent ([____]%) per year and shall not apply to existing SOWs unless otherwise agreed.

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ARTICLE 5: SERVICE LEVELS AND PERFORMANCE STANDARDS

5.1 Service Level Agreement. If applicable, Provider shall perform the Services in accordance with the Service Level Agreement attached as Exhibit B or incorporated into the applicable Statement of Work. The SLA shall specify:

(a) Service level metrics and measurement methodology;

(b) Target performance levels;

(c) Reporting requirements;

(d) Service credits or other remedies for failure to meet targets; and

(e) Exclusions and exceptions.

5.2 Performance Standards. Provider shall perform all Services:

(a) In a professional and workmanlike manner consistent with industry standards;

(b) Using personnel with the skills, training, and experience necessary to perform the Services;

(c) In compliance with all applicable laws, regulations, and professional standards;

(d) In accordance with the specifications and requirements set forth in the applicable SOW; and

(e) Within the timeframes specified in the SOW, subject to Client's timely performance of its obligations.

5.3 Service Level Credits. If Provider fails to meet the service levels specified in the SLA, Client shall be entitled to the service credits set forth in the SLA as Client's sole and exclusive remedy for such failure, unless:

(a) The failure was caused by Client, Client's agents, or third parties not under Provider's control;

(b) The failure resulted from a Force Majeure Event;

(c) The failure resulted from scheduled maintenance or emergency maintenance; or

(d) Provider achieves the applicable service level for [________________________________] percent ([____]%) of the measurement periods during the applicable month.

5.4 Chronic Service Failures. If Provider fails to meet any Critical Service Level (as identified in the SLA) for [________________________________] ([____]) consecutive months or [________________________________] ([____]) months in any twelve (12) month period, Client may, in addition to service credits:

(a) Require Provider to develop and implement a corrective action plan within [________________________________] ([____]) days;

(b) Terminate the affected SOW without liability upon [________________________________] ([____]) days' written notice; or

(c) Terminate this Agreement without liability upon [________________________________] ([____]) days' written notice.

5.5 Service Level Reporting. Provider shall provide Client with monthly reports detailing:

(a) Actual performance against each service level metric;

(b) Any service level failures and the root cause analysis;

(c) Service credits earned, if any; and

(d) Corrective actions taken or planned.

5.6 Service Level Review. The Parties shall meet [________________________________] (quarterly/annually/other) to review service level performance and discuss potential adjustments to the SLA.

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ARTICLE 6: PERSONNEL AND SUBCONTRACTORS

6.1 Project Managers. Each Party shall designate a Project Manager to serve as the primary point of contact for matters arising under this Agreement:

Provider Project Manager:

Name: [________________________________]

Title: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

Client Project Manager:

Name: [________________________________]

Title: [________________________________]

Email: [________________________________]

Telephone: [________________________________]

6.2 Key Personnel. Provider shall assign the following Key Personnel to perform the Services:

Name	Role	Allocation
[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[____]%

6.3 Replacement of Key Personnel. Provider shall not remove or replace Key Personnel without Client's prior written consent, which shall not be unreasonably withheld. If Key Personnel become unavailable due to resignation, termination, illness, or other circumstances beyond Provider's reasonable control, Provider shall:

(a) Notify Client within [________________________________] ([____]) Business Days;

(b) Propose a replacement with substantially equivalent qualifications; and

(c) Ensure adequate knowledge transfer from the departing personnel to the replacement.

6.4 Personnel Qualifications. All Provider personnel assigned to perform Services shall:

(a) Possess the skills, qualifications, and experience necessary to perform their assigned duties;

(b) Comply with all applicable Client policies and procedures while on Client premises or accessing Client systems;

(c) Pass any background checks required by Client, at Client's expense; and

(d) Execute confidentiality agreements in a form reasonably acceptable to Client.

6.5 Removal of Personnel. Client may request in writing that Provider remove any Provider personnel from the project based on reasonable concerns regarding performance, conduct, or qualifications. Provider shall remove such personnel within [________________________________] ([____]) Business Days and assign a suitable replacement.

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

(a) Provider shall notify Client in writing of any Subcontractor engagement prior to commencement of work;

(b) Provider shall require each Subcontractor to agree in writing to obligations no less protective of Client than those contained in this Agreement;

(c) Provider shall remain fully responsible for the acts and omissions of its Subcontractors;

(d) Provider shall not subcontract more than [________________________________] percent ([____]%) of the Services without Client's prior written consent; and

(e) Client may object to any Subcontractor within [________________________________] ([____]) Business Days of receiving notice, and Provider shall not use any Subcontractor to which Client has reasonably objected.

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

(a) All employment taxes, withholdings, and benefits for Provider's personnel;

(b) Workers' compensation insurance for Provider's personnel;

(c) Compliance with all employment and labor laws applicable to Provider; and

(d) The means, methods, and manner of performing the Services, subject to the results and deadlines specified in this Agreement and applicable SOWs.

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ARTICLE 7: INTELLECTUAL PROPERTY OWNERSHIP

7.1 Client Materials. Client retains all right, title, and interest in and to Client Materials, including all Intellectual Property Rights therein. Client grants Provider a limited, non-exclusive, royalty-free license to use Client Materials solely to the extent necessary to perform the Services during the Term.

7.2 Pre-Existing Materials. Provider retains all right, title, and interest in and to Pre-Existing Materials, including all Intellectual Property Rights therein.

7.3 Deliverables Ownership. Ownership of Deliverables shall be determined as follows (select one):

☐ Option A - Work Made for Hire / Assignment to Client:

All Deliverables created by Provider under this Agreement shall be considered "work made for hire" as defined by the United States Copyright Act. To the extent any Deliverable does not qualify as a work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Deliverable, including all Intellectual Property Rights therein. Provider shall execute all documents and take all actions reasonably requested by Client to evidence, perfect, or protect Client's ownership of the Deliverables.

☐ Option B - License to Client:

Provider retains all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. Provider hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, copy, modify, distribute, display, and create derivative works of the Deliverables for Client's internal business purposes.

7.4 License to Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into or necessary for the use of the Deliverables, Provider hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use such Pre-Existing Materials solely in connection with Client's use of the Deliverables.

7.5 Third-Party Materials. Provider shall not incorporate any third-party materials into the Deliverables without Client's prior written consent. If third-party materials are incorporated with Client's consent, Provider shall:

(a) Identify all such third-party materials;

(b) Obtain all necessary licenses for Client's use of such materials; and

(c) Provide Client with copies of all applicable license agreements.

7.6 Open Source Software. Provider shall not incorporate any open source software into the Deliverables without Client's prior written consent. If open source software is incorporated with Client's consent:

(a) Provider shall identify all open source components and their applicable licenses;

(b) Provider shall not incorporate any open source software with license terms that would require Client to disclose proprietary source code or grant licenses to third parties (e.g., "copyleft" licenses) without Client's express written consent; and

(c) Provider shall comply with all applicable open source license terms.

7.7 Feedback. Any suggestions, ideas, enhancement requests, or other feedback provided by Client regarding the Services or Deliverables ("Feedback") shall be owned by Provider, and Client hereby assigns to Provider all right, title, and interest in such Feedback. Provider may use Feedback for any purpose without obligation to Client.

7.8 Residual Knowledge. Nothing in this Agreement shall restrict Provider's right to use the general skills, knowledge, ideas, concepts, techniques, and experience acquired during the performance of the Services, provided that Provider does not use or disclose Client's Confidential Information in violation of Article 8.

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ARTICLE 8: CONFIDENTIALITY

8.1 Definition of Confidential Information. "Confidential Information" includes, without limitation:

(a) All business, financial, technical, and operational information;

(b) Trade secrets, know-how, inventions, and proprietary processes;

(c) Customer lists, pricing information, and marketing plans;

(d) Software, source code, documentation, and specifications;

(e) Personal Information and Client Data;

(f) The terms and conditions of this Agreement; and

(g) Any information marked as "Confidential," "Proprietary," or with similar designation.

8.2 Exclusions. Confidential Information does not include information that:

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

(b) Was rightfully in the receiving Party's possession prior to disclosure;

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

(d) Is rightfully obtained by the receiving Party from a third party without restriction on disclosure; or

(e) Is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives prompt notice to the disclosing Party and cooperates in seeking protective measures.

8.3 Obligations. The receiving Party shall:

(a) Use Confidential Information solely for the purposes of this Agreement;

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

(c) Limit access to Confidential Information to employees, agents, and Subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement;

(d) Not disclose Confidential Information to any third party without the disclosing Party's prior written consent; and

(e) Promptly notify the disclosing Party of any unauthorized disclosure or use of Confidential Information.

8.4 Required Disclosure. If the receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the receiving Party shall:

(a) Provide prompt written notice to the disclosing Party (to the extent permitted by law);

(b) Cooperate with the disclosing Party's efforts to obtain a protective order or other appropriate remedy;

(c) Disclose only such Confidential Information as is legally required; and

(d) Use reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.

8.5 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon the disclosing Party's written request, the receiving Party shall promptly:

(a) Return or destroy all Confidential Information in its possession or control;

(b) Delete all electronic copies of Confidential Information from its systems; and

(c) Certify in writing that it has complied with the foregoing obligations.

The receiving Party may retain copies of Confidential Information: (i) to the extent required by law or regulation; (ii) in standard backup or archival systems, subject to continued confidentiality obligations; or (iii) as part of attorney work product for legal purposes.

8.6 Confidentiality Period. The obligations under this Article 8 shall survive termination or expiration of this Agreement for a period of [________________________________] ([____]) years; provided, however, that with respect to trade secrets, such obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

8.7 Injunctive Relief. The Parties acknowledge 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 necessity of posting a bond or proving actual damages.

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ARTICLE 9: DATA PROTECTION

9.1 Compliance with Law. Each Party shall comply with all applicable federal and state laws and regulations regarding the collection, use, storage, and protection of data, including:

(a) Me. Rev. Stat. Ann. tit. 10, ch. 210-B (Notice of Risk to Personal Data Act);

(b) Any applicable Maine Consumer Data Privacy Act requirements (upon enactment);

(c) Applicable sector-specific regulations (e.g., HIPAA, GLBA, FERPA); and

(d) Any other applicable privacy and data protection laws.

9.2 Data Security. Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Client Data, including:

(a) Access controls limiting access to Client Data to authorized personnel;

(b) Encryption of Client Data in transit and at rest using industry-standard encryption;

(c) Regular security assessments and vulnerability testing;

(d) Employee training on data security and privacy;

(e) Incident response procedures; and

(f) Such additional security measures as specified in a Data Security Addendum attached as Exhibit [____].

9.3 Data Breach Notification. In accordance with Me. Rev. Stat. Ann. tit. 10, § 1348, if Provider discovers or is notified of a breach of security that may have resulted in unauthorized acquisition of Personal Information, Provider shall:

(a) Notify Client within [________________________________] ([____]) hours of confirming the breach;

(b) Investigate the breach and identify affected individuals;

(c) Provide Client with all information necessary for Client to fulfill its notification obligations under Maine law;

(d) Cooperate with Client and law enforcement in investigating the breach;

(e) Take immediate steps to contain the breach and prevent further unauthorized access; and

(f) Provide Client with a written incident report within [________________________________] ([____]) days.

9.4 Data Return and Destruction. Upon termination or expiration of this Agreement, or upon Client's written request, Provider shall:

(a) Return to Client all Client Data in a format reasonably specified by Client;

(b) Securely destroy all copies of Client Data in Provider's possession or control within [________________________________] ([____]) days;

(c) Require all Subcontractors to return or destroy Client Data; and

(d) Provide written certification of destruction upon Client's request.

Provider may retain copies of Client Data: (i) to the extent required by law; (ii) in standard backup systems for up to [________________________________] ([____]) days; or (iii) as otherwise agreed in writing by the Parties.

9.5 Data Processing. Provider shall process Client Data only:

(a) As necessary to perform the Services;

(b) In accordance with Client's documented instructions; and

(c) In compliance with this Agreement and applicable law.

Provider shall not sell, share, or use Client Data for any purpose other than performing the Services without Client's prior written consent.

9.6 Subprocessors. Provider shall ensure that any Subcontractor that processes Client Data ("Subprocessor") is bound by data protection obligations no less protective than those in this Article 9. Provider shall maintain a current list of Subprocessors and provide such list to Client upon request.

9.7 Audits. Upon reasonable advance notice, Client or its designated representative may audit Provider's compliance with this Article 9. Provider shall cooperate with such audits and provide access to relevant records, personnel, and facilities. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Provider's operations. Client shall bear the costs of any audit, unless the audit reveals a material breach by Provider.

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ARTICLE 10: REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each Party represents and warrants to the other Party that:

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

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

(c) The execution and performance of this Agreement does not 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 and regulations in performing its obligations under this Agreement.

10.2 Provider Warranties. Provider represents and warrants that:

(a) Professional Standards: The Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and practices;

(b) Conformance: Deliverables shall conform to the applicable Acceptance Criteria and specifications set forth in the SOW;

(c) No Malware: Deliverables shall be free from any virus, worm, Trojan horse, or other malicious code at the time of delivery;

(d) Non-Infringement: The Services and Deliverables, as provided by Provider, shall not infringe, misappropriate, or violate any Intellectual Property Rights of any third party;

(e) Personnel: Provider personnel possess the necessary skills, qualifications, and experience to perform the Services;

(f) Rights: Provider has all rights necessary to grant the licenses and assignments contemplated by this Agreement; and

(g) No Conflicts: Provider is not subject to any agreement, judgment, or order that would prevent or restrict Provider from performing the Services.

10.3 Warranty Period. Provider's warranty that Deliverables conform to specifications shall continue for the Warranty Period specified in the applicable SOW, or if not specified, ninety (90) days following Acceptance.

10.4 Warranty Remedies. If any Deliverable fails to conform to the warranties set forth in Section 10.2 during the Warranty Period, Client shall notify Provider in writing, and Provider shall, at no additional cost to Client:

(a) Re-perform the non-conforming Services;

(b) Repair or replace the non-conforming Deliverable; or

(c) If Provider is unable to remedy the non-conformance within a reasonable time, refund the Fees paid for the non-conforming Services or Deliverable.

10.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

10.6 Client Warranties. Client represents and warrants that:

(a) Client has all rights necessary to provide Client Materials to Provider;

(b) Client's use of the Services and Deliverables shall comply with applicable laws; and

(c) Client Materials do not infringe the Intellectual Property Rights of any third party.

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ARTICLE 11: INDEMNIFICATION

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

(a) Any claim that the Services or Deliverables, as provided by Provider, infringe, misappropriate, or violate any Intellectual Property Rights of any third party;

(b) Provider's breach of any representation, warranty, or obligation under this Agreement;

(c) Provider's gross negligence or willful misconduct in performing the Services;

(d) Any claim for personal injury or property damage caused by Provider's personnel or Subcontractors; or

(e) Provider's violation of applicable law.

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

(a) Obtain for Client the right to continue using the Deliverable;

(b) Replace or modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or

(c) If neither (a) nor (b) is commercially reasonable, accept return of the Deliverable and refund to Client all Fees paid for such Deliverable.

11.3 IP Infringement Exceptions. Provider shall have no obligation under Section 11.1(a) to the extent the claim arises from:

(a) Client's modification of the Deliverable without Provider's approval;

(b) Client's combination of the Deliverable with materials not provided by Provider;

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

(d) Client Materials incorporated into the Deliverable at Client's direction; or

(e) Client's continued use of the Deliverable after Provider has provided a non-infringing replacement.

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

(a) Any claim that Client Materials infringe, misappropriate, or violate any Intellectual Property Rights of any third party;

(b) Client's breach of any representation, warranty, or obligation under this Agreement;

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

(d) Client's use of the Services or Deliverables in violation of applicable law; or

(e) Any claim arising from Client's products or services that incorporate the Deliverables.

11.5 Indemnification Procedures. The Party seeking indemnification ("Indemnified Party") shall:

(a) Provide prompt written notice of any claim to the indemnifying Party ("Indemnifying Party");

(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; 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 such failure materially prejudices the defense of the claim.

11.6 Settlement. The Indemnifying Party shall not settle any claim in a manner that: (a) admits liability or wrongdoing on behalf of the Indemnified Party; (b) imposes any obligation on the Indemnified Party other than the payment of money damages fully covered by the indemnity; or (c) does not fully and unconditionally release the Indemnified Party, without the Indemnified Party's prior written consent.

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ARTICLE 12: LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER ARTICLE 8 (CONFIDENTIALITY), ARTICLE 9 (DATA PROTECTION), OR ARTICLE 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS;

(c) LOSS OF DATA OR USE OF DATA;

(d) LOSS OF GOODWILL OR REPUTATION; OR

(e) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,

ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

12.2 Cap on Liability. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER ARTICLE 8 (CONFIDENTIALITY), ARTICLE 9 (DATA PROTECTION), OR ARTICLE 11 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

☐ The total Fees paid or payable by Client to Provider during the twelve (12) month period immediately preceding the event giving rise to the claim; or

☐ $[________________________________]

12.3 Increased Cap for Certain Claims. For claims arising out of:

(a) A Party's breach of Article 8 (Confidentiality);

(b) A Party's breach of Article 9 (Data Protection); or

(c) A Party's indemnification obligations under Article 11,

the total aggregate liability shall not exceed [________________________________] times the cap set forth in Section 12.2, or $[________________________________], whichever is greater.

12.4 Exceptions. The limitations in this Article 12 shall not apply to:

(a) A Party's gross negligence or willful misconduct;

(b) A Party's fraud or fraudulent misrepresentation;

(c) Death or personal injury caused by a Party's negligence;

(d) A Party's infringement or misappropriation of the other Party's Intellectual Property Rights; or

(e) Client's obligation to pay Fees for Services performed.

12.5 Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND REFLECT AN ALLOCATION OF RISK THAT IS REFLECTED IN THE FEES. WITHOUT THESE LIMITATIONS, THE FEES WOULD BE SUBSTANTIALLY HIGHER.

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ARTICLE 13: INSURANCE REQUIREMENTS

13.1 Required Coverage. During the Term and for a period of [________________________________] ([____]) years thereafter, Provider shall maintain the following insurance coverage:

13.1.1 Commercial General Liability:

Minimum Limits: $[________________________________] per occurrence / $[________________________________] aggregate

Coverage: Bodily injury, property damage, personal injury, advertising injury

13.1.2 Professional Liability / Errors and Omissions:

Minimum Limits: $[________________________________] per claim / $[________________________________] aggregate

Coverage: Professional services, negligent acts, errors, omissions

13.1.3 Workers' Compensation:

Minimum Limits: Statutory limits as required by Maine law

Employer's Liability: $[________________________________] per accident / $[________________________________] policy limit

13.1.4 Cyber Liability / Technology Errors and Omissions:

Minimum Limits: $[________________________________] per claim / $[________________________________] aggregate

Coverage: Data breaches, network security failures, privacy violations

13.1.5 Commercial Automobile Liability (if applicable):

Minimum Limits: $[________________________________] combined single limit

Coverage: Owned, hired, and non-owned vehicles

13.2 Policy Requirements. All insurance policies required under this Agreement shall:

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

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

(c) Include a waiver of subrogation in favor of Client; and

(d) Provide at least thirty (30) days' advance written notice to Client of cancellation, non-renewal, or material change in coverage.

13.3 Additional Insured. Client, its Affiliates, and their respective officers, directors, employees, and agents shall be named as additional insureds on Provider's commercial general liability and umbrella/excess liability policies.

13.4 Certificates of Insurance. Upon Client's request, Provider shall provide certificates of insurance evidencing the required coverage. Provider shall provide updated certificates upon each policy renewal.

13.5 Self-Insurance. Provider may self-insure any of the coverage required under this Article 13 only with Client's prior written consent and only if Provider demonstrates financial ability to meet the self-insured retention.

13.6 No Limitation. The insurance requirements in this Article 13 shall not be construed to limit Provider's liability under this Agreement. Any deductibles or self-insured retentions shall be the sole responsibility of Provider.

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ARTICLE 14: TERMINATION

14.1 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 thirty (30) days after receiving written notice specifying the breach;

(b) The other Party becomes insolvent, files for bankruptcy, has a bankruptcy petition filed against it, makes an assignment for the benefit of creditors, or has a receiver appointed for its assets;

(c) The other Party ceases to conduct business operations; or

(d) The other Party is in material breach of Article 8 (Confidentiality) or Article 9 (Data Protection), in which case no cure period shall be required.

14.2 Termination for Convenience.

☐ Option A - Termination for Convenience Allowed:

Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [________________________________] ([____]) days' prior written notice to the other Party.

☐ Option B - Client Termination for Convenience Only:

Client may terminate this Agreement or any Statement of Work for any reason or no reason upon [________________________________] ([____]) days' prior written notice to Provider. Provider may not terminate for convenience.

☐ Option C - No Termination for Convenience:

Neither Party may terminate this Agreement or any Statement of Work for convenience.

14.3 Effect of Termination for Convenience. If Client terminates this Agreement or any SOW for convenience:

(a) Client shall pay Provider for all Services performed and Deliverables delivered through the effective date of termination;

(b) Client shall pay Provider for all non-cancellable costs and expenses incurred prior to the effective date of termination;

(c) Client shall pay Provider a termination fee equal to [________________________________]% of the remaining Fees for the terminated SOW, if any; and

(d) Provider shall use reasonable efforts to minimize costs and expenses after receiving notice of termination.

14.4 Termination of Individual SOWs. Either Party may terminate an individual Statement of Work without terminating this Agreement, subject to the termination provisions in this Article 14 or as otherwise provided in the SOW.

14.5 Suspension. Provider may suspend performance of Services upon [________________________________] ([____]) days' written notice to Client if:

(a) Client fails to pay undisputed amounts when due;

(b) Client fails to provide required Client Materials, access, or cooperation; or

(c) Continued performance would violate applicable law or pose a security risk.

Suspension shall continue until the condition giving rise to suspension is cured. Provider shall resume performance promptly upon cure.

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ARTICLE 15: CONSEQUENCES OF TERMINATION

15.1 Wind-Down Obligations. Upon termination or expiration of this Agreement:

(a) Provider shall cease performing Services except as necessary to wind down activities;

(b) Each Party shall return or destroy the other Party's Confidential Information in accordance with Article 8;

(c) Provider shall return or destroy Client Data in accordance with Article 9; and

(d) Client shall pay all amounts owed to Provider for Services performed through the effective date of termination.

15.2 Deliverables. Upon termination or expiration:

(a) Provider shall deliver to Client all completed Deliverables and work-in-progress for which Client has paid;

(b) If Client has not paid for work-in-progress, Client may elect to pay for such work and receive delivery, or Provider may retain such work; and

(c) Provider shall provide Client with all documentation, source code, and other materials necessary for Client to use the Deliverables.

15.3 Transition Assistance. Upon Client's request, Provider shall provide transition assistance services for a period of up to [________________________________] ([____]) days following the effective date of termination to facilitate an orderly transition to Client or a successor provider. Transition assistance shall be provided:

☐ At Provider's then-current rates

☐ At the rates specified in the applicable SOW

☐ At no additional cost (if termination by Client for cause)

15.4 Transition Assistance Services. Transition assistance may include:

(a) Knowledge transfer to Client or successor provider;

(b) Continued provision of Services during the transition period;

(c) Assistance with data migration and conversion;

(d) Documentation of systems, processes, and procedures;

(e) Training of Client personnel or successor provider personnel; and

(f) Such other assistance as reasonably requested by Client.

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

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ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

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

16.2 Escalation. Before initiating formal dispute resolution procedures, the Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the dispute is not resolved within [________________________________] ([____]) Business Days, either Party may escalate the dispute to senior management. Senior management representatives shall meet (in person or by telephone) within [________________________________] ([____]) Business Days of escalation and attempt to resolve the dispute in good faith.

16.3 Dispute Resolution Method. If the dispute is not resolved through escalation, the Parties agree to resolve the dispute as follows (select one):

☐ Option A - Litigation:

Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [________________________________] County, Maine. Each Party hereby consents to the personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens.

☐ Option B - Binding Arbitration:

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [________________________________], Maine. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction. The arbitrator shall have no authority to award punitive damages or to alter, amend, modify, or change any provision of this Agreement.

☐ Option C - Mediation then Litigation:

Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation in accordance with the mediation procedures of the American Arbitration Association. If the dispute is not resolved through mediation within [________________________________] ([____]) days, either Party may pursue litigation in the state or federal courts located in [________________________________] County, Maine.

16.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. In accordance with Me. Rev. Stat. Ann. tit. 14, § 5927, this waiver is knowingly and voluntarily made.

16.5 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.

16.6 Equitable Relief. Notwithstanding any other provision of this Agreement, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including to protect its Confidential Information or Intellectual Property Rights, without the necessity of posting a bond or proving actual damages.

16.7 Continued Performance. Each Party shall continue to perform its obligations under this Agreement during the pendency of any dispute, except to the extent such obligations are the subject of the dispute.

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ARTICLE 17: GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, including all Exhibits and Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

17.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. No course of dealing, usage of trade, or course of performance shall be used to modify the terms of this Agreement.

17.3 Assignment. Neither Party may assign or transfer 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 without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

17.4 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;

(b) Sent by nationally recognized overnight courier (delivery confirmed);

(c) Sent by certified or registered mail, return receipt requested, postage prepaid; or

(d) Sent by email (with confirmation of receipt).

Notices shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as a Party may designate by written notice.

17.5 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach, whether of the same or a different provision. No waiver shall be effective unless made in writing and signed by the waiving Party. A Party's failure or delay in enforcing any right under this Agreement shall not constitute a waiver of such right.

17.6 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent of the Parties to the greatest extent possible.

17.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to a Force Majeure Event. The affected Party shall:

(a) Provide prompt notice to the other Party describing the Force Majeure Event;

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

(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 or this Agreement upon written notice to the other Party.

17.8 Relationship of Parties. 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 has authority to bind the other Party or incur obligations on behalf of the other Party.

17.9 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall confer any rights upon any third party.

17.10 Publicity. Neither Party shall use the other Party's name, logo, or trademarks in any public announcement, press release, marketing materials, or customer list without the other Party's prior written consent. Notwithstanding the foregoing, Provider may identify Client as a customer in proposals to prospective customers with Client's prior consent.

17.11 Non-Solicitation. During the Term and for a period of [________________________________] ([____]) year(s) thereafter, neither Party shall, directly or indirectly, solicit for employment or hire any employee of the other Party who was involved in the performance of this Agreement, without the other Party's prior written consent. This restriction shall not apply to: (a) general advertisements not targeted at the other Party's employees; or (b) employees who initiate contact without solicitation.

17.12 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 anti-corruption laws, export control laws, and sanctions regulations.

17.13 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 shall have the same legal effect as original signatures.

17.14 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. The headings in this Agreement are for convenience only and shall not affect interpretation. The terms "include," "includes," and "including" shall be deemed to be followed by "without limitation."

17.15 Language. This Agreement is in the English language. If this Agreement is translated into any other language, the English language version shall control.

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ARTICLE 18: SIGNATURES

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

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PROVIDER:

Company Name: [________________________________]

By: [________________________________]

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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CLIENT:

Company Name: [________________________________]

By: [________________________________]

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Pursuant to the Master Services Agreement dated [__/__/____] ("Agreement")

Effective Date of this SOW: [__/__/____]

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1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:

[________________________________]

[________________________________]

[________________________________]

Project Objectives:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

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2. SCOPE OF SERVICES

2.1 Services to be Performed:

Phase	Description	Start Date	End Date
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]

2.2 Deliverables:

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

2.3 Out of Scope:

The following items are expressly excluded from this SOW:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

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3. PROJECT TIMELINE

3.1 Milestones:

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

3.2 SOW Term: This SOW shall commence on [__/__/____] and continue until [__/__/____], unless earlier terminated in accordance with the Agreement.

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4. FEES AND PAYMENT

4.1 Fee Structure:

☐ Time and Materials:

Role	Rate	Estimated Hours
[________________________________]	$[________]/hour	[____]
[________________________________]	$[________]/hour	[____]
[________________________________]	$[________]/hour	[____]

Estimated Total: $[________________________________] (not-to-exceed)

☐ Fixed Fee:

Total Fixed Fee: $[________________________________]

☐ Milestone-Based:

Milestone	Fee	Due Upon
[________________________________]	$[________]	Completion and Acceptance
[________________________________]	$[________]	Completion and Acceptance
[________________________________]	$[________]	Completion and Acceptance

Total: $[________________________________]

4.2 Expenses:

☐ Expenses included in Fees above

☐ Expenses reimbursable up to $[________________________________] (pre-approval required for expenses over $[________])

4.3 Invoicing: Provider shall invoice Client [________________________________] (monthly/upon milestone completion/upon project completion).

4.4 Payment Terms: Net [____] days from receipt of invoice.

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5. CLIENT RESPONSIBILITIES

Client shall provide the following resources, access, and support:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

Client Project Manager: [________________________________]

Client Subject Matter Experts: [________________________________]

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6. PROVIDER PERSONNEL

6.1 Key Personnel:

Name	Role	Allocation
[________________________________]	Project Manager	[____]%
[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[____]%

6.2 Provider Project Manager: [________________________________]

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7. ACCEPTANCE PROCESS

7.1 Acceptance Period: Client shall have [________________________________] ([____]) Business Days to review and accept or reject each Deliverable following delivery.

7.2 Acceptance Criteria: Deliverables shall be accepted if they conform to the specifications and acceptance criteria set forth in this SOW.

7.3 Rejection: If Client rejects a Deliverable, Client shall provide written notice specifying the deficiencies in reasonable detail. Provider shall correct the deficiencies and resubmit the Deliverable within [________________________________] ([____]) Business Days.

7.4 Deemed Acceptance: If Client does not accept or reject a Deliverable within the Acceptance Period, the Deliverable shall be deemed accepted.

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8. SERVICE LEVELS (if applicable)

☐ Service Levels apply to this SOW (see Exhibit B to the Agreement)

☐ The following project-specific Service Levels apply:

Metric	Target	Measurement	Remedy
[________________________________]	[____]%	[________________________________]	[________________________________]
[________________________________]	[____]%	[________________________________]	[________________________________]

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9. ASSUMPTIONS

This SOW is based on the following assumptions:

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

If any assumption proves incorrect, Provider may submit a Change Order to adjust scope, timeline, or Fees.

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10. SOW-SPECIFIC TERMS

[________________________________]

[________________________________]

[________________________________]

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SIGNATURES

PROVIDER:

By: [________________________________]

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

By: [________________________________]

Print Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT B: SERVICE LEVEL AGREEMENT TEMPLATE

SERVICE LEVEL AGREEMENT

Attached to and made part of the Master Services Agreement dated [__/__/____]

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1. PURPOSE

This Service Level Agreement ("SLA") establishes the service level commitments, metrics, and remedies applicable to the Services provided under the Agreement.

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2. DEFINITIONS

2.1 "Availability" means the percentage of time the Services are operational and accessible, calculated as:

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

2.2 "Critical Service Level" means a service level designated as critical, for which repeated failures may trigger termination rights.

2.3 "Downtime" means the total minutes during which the Services are unavailable, excluding Scheduled Maintenance and Excused Downtime.

2.4 "Excused Downtime" means unavailability caused by: (a) Client's acts or omissions; (b) Force Majeure Events; (c) Third-party service failures outside Provider's control; or (d) Emergency Maintenance.

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

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

2.7 "Scheduled Maintenance" means planned maintenance for which Provider provides Client at least [________________________________] ([____]) hours' advance notice.

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3. SERVICE LEVELS

3.1 Availability:

Service	Availability Target	Measurement Period
[________________________________]	[____]%	Monthly
[________________________________]	[____]%	Monthly

3.2 Support Response Times:

Priority	Description	Response Time	Resolution Target
Priority 1 (Critical)	Service unavailable; significant business impact	[____] hours	[____] hours
Priority 2 (High)	Major functionality impaired; workaround available	[____] hours	[____] Business Days
Priority 3 (Medium)	Minor functionality impaired; no workaround required	[____] Business Days	[____] Business Days
Priority 4 (Low)	General questions; feature requests	[____] Business Days	As scheduled

3.3 Support Hours:

☐ 24x7x365

☐ Business Hours: [____] a.m. to [____] p.m. Eastern Time, Monday through Friday (excluding Maine state holidays)

☐ Other: [________________________________]

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4. SERVICE CREDITS

4.1 Availability Credits:

Monthly Availability	Service Credit
[____]% to < [____]%	[____]% of monthly Fees
[____]% to < [____]%	[____]% of monthly Fees
Below [____]%	[____]% of monthly Fees

4.2 Response Time Credits:

For each Priority 1 or Priority 2 support request for which Provider fails to meet the applicable Response Time: [____]% of monthly Fees, up to a maximum of [____]% per month.

4.3 Credit Limitations:

(a) Total service credits in any month shall not exceed [____]% of monthly Fees.

(b) Service credits are Client's sole and exclusive remedy for failure to meet service levels, unless chronic failures trigger termination rights under Section 5.4 of the Agreement.

(c) Service credits shall be applied to the next invoice or, at Client's request upon termination, refunded.

4.4 Credit Requests:

Client must request service credits in writing within [________________________________] ([____]) days after the end of the month in which the service level failure occurred. Requests must include reasonable supporting documentation.

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5. REPORTING

Provider shall provide Client with monthly service level reports within [________________________________] ([____]) Business Days after the end of each month, including:

☐ Actual availability for each Service

☐ Downtime incidents and root cause analysis

☐ Support requests by priority and response/resolution times

☐ Service credits earned, if any

☐ Trend analysis and improvement recommendations

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6. MAINTENANCE

6.1 Scheduled Maintenance Windows:

Provider may perform Scheduled Maintenance during the following windows:

☐ [________________________________] to [________________________________] (Eastern Time) on [________________________________] (day of week)

☐ Other: [________________________________]

6.2 Emergency Maintenance:

Provider may perform Emergency Maintenance outside Scheduled Maintenance windows when necessary to address critical security vulnerabilities or system failures. Provider shall notify Client as soon as practicable before or after Emergency Maintenance.

6.3 Maintenance Notification:

Provider shall notify Client at least [________________________________] ([____]) hours in advance of Scheduled Maintenance, including estimated duration and affected Services.

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7. ESCALATION

7.1 Escalation Contacts:

Level	Provider Contact	Client Contact	Escalation Trigger
1	[________________________________]	[________________________________]	Initial contact
2	[________________________________]	[________________________________]	[____] hours without resolution
3	[________________________________]	[________________________________]	[____] hours without resolution
4	[________________________________]	[________________________________]	[____] hours without resolution

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8. CONTINUOUS IMPROVEMENT

The Parties shall meet [________________________________] (quarterly/annually) to review service level performance and discuss potential improvements to the Services and this SLA.

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END OF EXHIBIT B

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EXHIBIT C: DATA SECURITY ADDENDUM (Optional)

☐ Check if applicable

[To be attached if required based on the nature of Client Data processed under this Agreement. Should address specific security controls, certifications (SOC 2, ISO 27001), audit rights, and breach notification procedures in detail.]

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END OF MASTER SERVICES AGREEMENT